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Agenda 12/14/2021 Item #16E 5 (Assuption Agreement for Contract #18-7432-CE & #18-7432-TE to Socotec Consulting, Inc.)
16.E.5 12/14/2021 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to Socotec Consulting Inc. concerning Agreement #18-7432-CE, "Professional Services Library Civil Engineering Category," and Agreement # 18-7432-TE, "Professional Services Library Materials Testing and Field Conditions Assessment Category." OBJECTIVE: To approve an Assumption Agreement with Socotec Consulting Inc., concerning Agreement # 18-7432-CE, "Professional Services Library Civil Engineering Category," and Agreement # 18-7432-TE, "Professional Services Library Materials Testing and Field Conditions Assessment Category," allowing for the continued services under those agreements. CONSIDERATIONS: On February 25, 2020 (Agenda Item No. 16.E.7) and on September 8, 2020 (Agenda Item No. 16.E.1), the County entered into Agreement #18-7432-CE, "Professional Services Library Civil Engineering Category" and Agreement # 18-7432-TE "Professional Services Library Materials Testing and Field Conditions Assessment Category," respectively, with Forge Engineering, Inc. Socotec Consulting, Inc. ("Socotec") represents and warrants to the County that through an asset purchase effective September 1, 2021, Socotec is now the successor in interest to Agreements #18-7432-CE and #18-7432-TE with the County. Staff obtained documentation of the acquisition, along with other necessary business documents from Socotec, which have been reviewed and accepted by the County Attorney's Office. Staff is recommending approval of the attached Assumption Agreement with Socotec Consulting, Inc., assigning all rights, duties, benefits, and obligations under Agreement #18-7432-CE and Agreement #18- 7432-TE. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties and benefits and obligations to Socotec Consulting, Inc. under Agreement #18-7432-CE, "Professional Services Library Civil Engineering Category," and Agreement # 18-7432-TE, "Professional Services Library Materials Testing and Field Conditions Assessment Category," and authorizing the Chair to sign the attached Assumption Agreement. Prepared by: Priscilla Doria, Procurement Strategist, Procurement Services Division ATTACHMENT(S) 1. [LINKED] 18-7432-TE&CE_Assumption Agreement_ SocotecConsulting, Inc._VendorSigned (PDF) 2. Socotec_ COI _GL,Auto (18-7432-CE) (PDF) 3. Socotec_ COI_GL,Auto (18-7432-TE) (PDF) 4. Socotec_ COI_ Professional Liability (PDF) 5. Socotec _COI_WC (PDF) 6. Business & Grant Documents -combined (PDF) Packet Pg. 2078 16.E.5 12/14/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.5 Doe ID: 20653 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to Socotec Consulting Inc. concerning Agreement #18-7432-CE, "Professional Services Library Civil Engineering Category," and Agreement # 18-7432-TE, "Professional Services Library Materials Testing and Field Conditions Assessment Category." Meeting Date: 12/14/2021 Prepared by: Title: — Procurement Services Name: Priscilla Doria 11/17/2021 9:36 AM Submitted by: Title: Manager - Procurement — Procurement Services Name: Sandra Herrera 11/17/2021 9:36 AM Approved By: Review: Procurement Services Procurement Services Procurement Services Agenda Clerk Preview Grants County Attorney's Office County Attorney's Office Office of Management and Budget Office of Management and Budget Grants County Manager's Office Board of County Commissioners Sandra Herrera Director Review Ana Reynoso Level 1 Purchasing Gatekeeper Sue Zimmerman Additional Reviewer Michael Cox Agenda Clerk Preview Valerie Fleming Level 2 Grants Review Scott Teach Level 2 Attorney Review Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Debra Windsor Level 3 OMB Gatekeeper Review Laura Wells Additional Reviewer Therese Stanley Additional Reviewer Amy Patterson Level 4 County Manager Review Geoffrey Willig Meeting Pending Completed 11/17/2021 10:41 AM Completed 11/17/2021 11:57 AM Completed 11/17/2021 12:18 PM Completed 11/18/2021 8:15 AM Completed 11/19/2021 10:12 AM Completed 11/19/2021 11:31 AM Completed 11/19/2021 11:39 AM Completed 11/19/2021 12:06 PM Completed 11/22/2021 1:16 PM Completed 11/30/2021 1:07 PM Completed 12/03/2021 2:23 PM 12/14/2021 9:00 AM Packet Pg. 2079 I 16.E.5.b I ACORN CERTIFICATE OF LIABILITY INSURANCE DATE IN 11/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. O IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed W If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of N this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). M PRODUCER CONTACT NAME: Goldle Fell ti Acentria Insurance - RLG PHONE FAX 00 11215 Metro Parkway, Bldg 1 Ste 4 AIC No Ext : 239-278-3939 AIC No): 239-790-5122 r Fort Myers FL 33966 ADDRESS: goldie.fell@acentria.com aft INSURER(S) AFFORDING COVERAGE NAIC # License#: L100460 INSURERA: FCCI Insurance Company 10178 INSURED SOCOCON-01 INSURERB: National Union Fire Insurance Company of Pittsburg19445 Socotec Consulting, Inc. 2224 Trade Center Way INSURER C : Naples FL 34109 INSURER D INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 1385869073 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 100072599 9/1/2021 9/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO PREM ISRENTED (Ea occurrence $ 50,000 MED EXP (Any one person) $ 1,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY jE LOC PRODUCTS - COMP/OP AGG $ 2,000,000 EPLI/Cyber DED:$2500 $ 100,000 OTHER: A AUTOMOBILE LIABILITY Y 100072597 9/1/2021 9/1/2022 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PIP $ 10,000 B X UMBRELLA LIAB X OCCUR EBU019354608 9/1/2021 9/1/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ n $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A PROPERTY 100072599 9/1/2021 9/1/2022 BPP 693,413 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Contract#18-7432-CE "Professional Services Library -Civil Engineering Category" Collier County Board of County Commissioners included as an 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 Collier County Board of County Commissioners 3295 Tamiami Trail E Naples FL 34112 USA CANCELLATION v N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It ACCORDANCE WITH THE POLICY PROVISIONS. E t AUTHORIZED REPRESENTATIVE CAL,c' y. a ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 2080 I 16.E.5.c I ACORN CERTIFICATE OF LIABILITY INSURANCE DATE IN 11/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. r IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed W If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of H this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). M PRODUCER CONTACT NAME: Goldle Fell Acentria Insurance - RLG PHONE FAX pp 11215 Metro Parkway, Bldg 1 Ste 4 AIC No Ext : 239-278-3939 AIC No): 239-790-5122 r Fort Myers FL 33966 ADDRESS: goldie.fell@acentria.com _X INSURER(S) AFFORDING COVERAGE NAIC # License#: L100460 INSURERA: FCCI Insurance Company 10178 INSURED SOCOCON-01 INSURERB: National Union Fire Insurance Company of Pittsburg19445 Socotec Consulting, Inc. 2224 Trade Center Way INSURER C : Naples FL 34109 INSURER D INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 1977413538 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 100072599 9/1/2021 9/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO PREM ISRENTED (Ea occurrence $ 50,000 MED EXP (Any one person) $ 1,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY jE LOC PRODUCTS - COMP/OP AGG $ 2,000,000 EPLI/Cyber DED:$2500 $ 100,000 OTHER: A AUTOMOBILE LIABILITY Y 100072597 9/1/2021 9/1/2022 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PIP $ 10,000 B X UMBRELLA LIAB X OCCUR EBU019354608 9/1/2021 9/1/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ n $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A PROPERTY 100072599 9/1/2021 9/1/2022 BPP 693,413 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: #18-7432-TE "Professional Services Library- Testing Category" Collier County Board of County Commissioners included as an 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 Collier County Board of County Commissioners 3295 Tamiami Trail E. Bldg. C2 Naples FL 34112 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CAL,c' Q ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 2081 CERTIFICATE OF LIABILITY INSURANCE DATE(�16.E5.d THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. O IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed W If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of 17 this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). M CONTACT PRODUCER Risk Strategies Company NAME: Patricia Griffin ti 6750 Poplar Ave, Suite 830 HONE Ext: 901-271-6789 FAX, No: 901-820-040: 06 Memphis, TN 38138 E-MAIL AnnRFSS- oariffin al )risk-strateaies.com INSURER(S) AFFORDING COVERAGE NAIC # www.risk-strategies.com INSURERA: Continental Casualty Company 20443 INSURED INSURER B : Socotec Consulting, Inc 2224 Trade Center Way INSURER C Naples FL 34109 INSURERD: INSURER E : 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 PERIO1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI; 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR DAMAGE TCLAIMS-MADE1:1 PREM SESOEa occur REITEante $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO - POLICY ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Prof Liability/Errors & Omissions AEH591952082 9/1/2021 9/1/2022 Each Claim $5,000,000 Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) For any and all work performed on behalf of Collier County CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It 3295 Tamlaml Trap E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples FL 34112 AUTHORIZED REPRESENTATIVE RSC Insurance Brokerage a+ fC J M C O .y N d w 0 d _I O v I Iv 0 U 0 U) C Iv z U r Q ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 2082 64993339 2021-22 Master Certificate I Patricia Griffin 1 11/15/2021 1:17:02 PM (CST) I Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. 16.E.5.e �® CERTIFICATE OF LIABILITY INSURANCE DATD/ 11/10//10/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIEI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ 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 oI this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Services for CoAdvantage Jeffrey Rendel 250 Tequesta Drive CONTACT NAME: PHONE g66 854-5423 FAX Ext : ( A/C No): E-MAIL ADDRESS: coi@coadvantage.com INSURERS AFFORDING COVERAGE NAIC # Tequesta, FL 33418 INSURER A: American Zurich Insurance Company 40142 INSURED CoAdvantage Corporation Alt. Emp: Socotec Consulting Inc. 101 Riverfront Blvd Suite 300 INSURER B : INSURER C : INSURER D : Bradenton, FL 34205 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:21 FL0901077190 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI; CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM: EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SD SUBR WVD POLICYNUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DA AGE To RETED FIRM M SES (E. occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F7 PRO- JECT LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? � N/A WC 56-11-942-07 04/01/2021 04/01/2022 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 2,000,0 E.L. DISEASE - EA EMPLOYEE $ 2,000,0 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,0 Marc Weissbach, Robert Vecchio,Herve Montjotin,Bastien Soret,Zachary Nord,Jean-Francois Landry,Lloyd Jarkow,Glen Location Coverage Period: 09/06/2021 04/01/2022 Client# 458566-FL Waller,Jeffrey Somerlot are not included in WC coverage. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Coverage is provided for Socotec Consulting Inc. Re: Contracts # 18-7432-CE and 18-7432-TE only those co -employees 2224 Trade Center Way of, but not subcontractors Naples, FL 34109 to: CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners 3295 Tamiami Trail East Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. Q AUTHORIZED REPRESENTATIVE Y' © 1988-2015 ACORD CORPORA � Packet Pg. 2083 1 16.E.5.f C017 o t C un y Administrative Services Department Procurement Services Division NEW BUSINESS/VENDOR FORM For all Board approved contracts, the Board of County Commissioners shall approve oil assignments of contracts requested by the predecessor contracting party, per (Procurement Ordinance (19) (8)J.Upon receipt of all proper documentation, Collier County Procurement will draft an Assumption Agreement which will be presented at the next available board meeting for Board approval and execution, Concerning Collier County Agreement #/Title: 1.8-7432-CE "Civil Engineering" & 18-7432-TE "Testing" with Fore Engineering, Inc. (current vendor) Please select one of the following: ❑ Merger ■❑ Acquisition ❑ Change in Business Organization (i.e. Corporation to LLC, Sale Proprietor to Partnership, Etc.) ❑ Other ADDITIONAL Documentation cannot be in the names of affilates, subsidiaries or parent companies. You will be notified if any REQUIRED additional information is needed based on the particulars of your firm's merger or acquisition. DOCUMENTS 1. Formal documentation of the acquisition/merger, signed by the Corporate Officer(s), showing the effective date of purchase, and/or a detailed Asset Purchase Agreement. 2. Company W-9 3. Current Certification from the Florida Department of State, Division of Corporations showing firm's name 4. Certificates of insurance meeting contractual insurance requirements 5. Department of Homeland Security's E-Verify MOU or profile page 6. Corporate resolution listing the signatory as authorized to sign 7. Business License 8. Required licenses/certifications to perform duties/tasks under Agreement (if applicable) Email this completed form along with the above listed documents to: PurOps@colliercqu. fl. ov or Priscilla. Doria@colliercountyfLgov NEW BUSINESS INFORMATION Legal Name (as registered with the IRS) Socotec Consulting Inc. Assumed Name (doing business as) NA FEIN-TAX ID 47-4054993 Principal Address 2224 Trade Center Way, Naples Florida 34109 Mailing/Remittance Address (if different from above) SAME Point of Contact Name/Title: Matthew Nolton Phone Number: 239-514-4100 Email: Matt. Nolton Socotec.us By submitting this form, you certify that: (a) you are authorized to represent the business listed above; and (b) all the information you have provided above is true and correct; Your Name (Print Name) & Title Matthew Nolton Signature Date Phone/Email 239-514-4100 Matt.Nolton@Socotee.us O w rr N M V ti 00 0a w U N M ti 00 ch c d E m a� a� Q a� .E LM r c m E a� a� Q c 0 a E N Q M u7 m 0 N d c E O y to c d E v O c c� Ca U) N a� C O m t Q New Business/Vendor Form (Ver Packet Pg. 2084 16.E.5.f cn ao rj r- Q C. � coo m W a a a i U) zn o (n Cn m Q -_{ n ?7 i1 Cn _ o a 3 n n (n z z -A � oz�N � o o C 0� NJ = �3- Cr C7 C n• Cn o m r W .N m z w�> CD U) w m m CD x m m Er o _ s M m m o { tv Z n� C7 d Q Cn C - _ 5. z m 0 Q Co x Cn 0 n N ►� �Qo0 Q o — Y rn � . . M ;u a` �mao o 0 G a��� mmO0 cn CD '� o m PL U] a C d C) > M E T m O Iro, � p v c V r� Co Z [q'rt +e �r Tm 7�! z N I�+ Gr V I'Tf � o v t7 � Z" r 0 N3c Doo o „ r � u . C7 C7 n o C� M WD 0 OO otf P. ' mK> z r W❑ o m z =_ m Lo �p z Z w -n - g Cm!] .N x � o� o C C cn m z p0 p Z rU 7nC 0 z Z C C d v �' i E 0 n po Z z o m s cry C7 C� � cn v C:) m a Q N r-- C7 C7 Q m a tp C D r- cn 3 r m a . ` n Co W -� d7 it) C3 N Q a p Q Packet Pg. 2085 N to Q O C\l O � N � � a LL Q � {► � V t z LL a LU Q � x Q d 0 H r cl QO £990Z) p9uigwoc)-s}uewn3oa }ueaE) ig ssauisn8 : } ue wLj3e}} d CJJU � = � cuwi � coas cnuinoZx roU", [V m LUic`']OWN ha VAN CO8 zLU LU tw " wa ow LU Z 0) �WD� zmw o �- WLU OLU05 OLuJ LLI V UJ J � 14to jo !_ 0 cc ,u 0ok LL U 0 " IL 03 LU O N [n � 0 ,,, C' %L . U m � z c 4 O [p W �2 Z � � } U H Q LO ZO ~ Z Q a o W W a U W cc v W Y W Z M a> �I7 Q CD U CDQ Qcn Z a ~ ul Z O O r) O» O Z co ly- p - u] 0 Li._ FL LU Z L" U) tCi] ai %izv}Q J oacoc(¢ n U 0 f- 9116/21, 12:21 PM DBPR - SOCOTEC CONSULTING, INC., Registry 12:18.37 PM 911612021 O Licensee Details Licensee Information Name: SOCOTEC CONSULTING, INC. (Primary Name) Main Address: 200 SOUTH BISCAYNE BOULEVARD 20TH FLOOR MIAMI Florida 33131 County: IDAD E License Mailing: License Location: License Information License Type: Rank: License Number: Status: Licensure Date: Expires: Special Qualifications Alternate Manses 360 PARK AVE SOUTH 15TH FLOOR NEW YORK NEW YORK NY 4L0010 Registry Registry 31275 Current 07/01/2015 Qualification Effective View Related License Information V1jw License Corn ?faint 2601 Wair Stone 'toad, To2lahassee FL 32392 :: Email: customer Contact Center :: Customer Contact Center: 850.487.1395 The State of Florida is an AA/EEO employer. Cop ght 2007-2013 Mate of Florida. Privacy Statement Under Florida law, email addresses are public records. If you do not want your email address released in response to a public -records request, do not send electronic mail to this entity. Instead, contact the office by phone or by traditional mail. If you have any questions, please contact 850.487.1395. *Pursuant to Section 455.275(1), Florida Statutes, effective October 1, 2012, licensees licensed under Chapter 455, F.S. must provide the Department with an email address if they have one. The emalls provided may be used for official communication with the licensee. However email addresses are public record. If you do not wish to supply a personal address, please provide the Department with an email address which can be made available to the public. https://www.myfloridalicense.com/LicenseDetaii.asp?SID=&id=5El6BA6F2CEFE619091FD151C66E2DBA I Packet Pg. 2087 9/16/21, 12:21 PM Licensing Portal - License Relationships Licensee Name: SOCOTEC CONSULTING, INC. License Number: 31275 Rank: Registry License Expiration Date: Primary Status: Current Original License Date: 07/01/2015 Related License Information License Status Related Marty Reiationship Relation on Expiration Rank Number Type Date Date 83808 Current, NORD, ZACHARY BRYAN Registry 09/12/2019 Professional 02/28/2023 Active Engineer Pdriti i Ftiendly Related License Search License Type First Name License Number Returns to License Details View all related licenses Las', Name Page 1ofI Expiration Date From To 2601 512ir Stone Road, ial!a'hassee FL 32399 :: Email: Cuotorner Contact Center :: Customer Contact Center: 850.487.1395 The State of Florida is an AA/EEO employer. Copyri 2007-2010 State of Florida. Privacy Statement Under Florida law, email addresses are public records. If you do not want your email address released in response to a public -records request, do not send electronic mail to this entity. Instead, contact the office by phone or by traditional mail. If you have any questions, please contact 850.487.1395. *Pursuant to Section 455.275(1), Florida Statutes, effective October 1, 2012, licensees licensed under Chapter 455, F.S. must provide the Department with an email address if they have one. The emails provided may be used for official communication with the licensee. However email addresses are public record. If you do not wish to supply a personal address, please provide the Department with an email address which can be made available to the public. 16. E.5.f O https://www.myfloridalioense.com/licenseRelation.asp?BID=&licid=6156551 I Packet Pg. 2088 I 16.E.5.f I d State of Florida 0 Department of State I certify from the records of this office that SOCOTEC CONSULTING, INC. is a corporation organized under the laws of the State of Florida, filed on May 13, 2015. The document number of this corporation is P 15 000043 105. I further certify that said corporation has paid all fees due this office through December 31, 2021, that its most recent annual report/uniform business report was filed on September 13, 2021, and that its status is active. I further certify that said corporation has not filed Articles of Dissolution. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Fifteenth day of September, 2021 Tracking Number: 5955204046CU To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sunbiz.org/Filings/C ertificateOfStatus/CertificateAuthentication Packet Pg. 2089 1 16.E.5.f DIVISION OF CORPORATIONS /.org �i J j_���_rrr [VI uffirit ! Slurs of Florida wtebSjly Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation SOCOTEC CONSULTING, INC. Filing Information Document Number P15000043105 FEI/EIN Number 47-4054993 Date Filed 05/13/2015 State FL Status ACTIVE Last Event AMENDMENT AND NAME CHANGE Event Date Filed 08/03/2021 Event Effective Date NONE Principal Address 200 SOUTH BISCAYNE BOULEVARD 20TH FLOOR MIAMI, FL 33131 Changed: 12/11/2020 Mailing Address 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Registered Agent Name & Address LicenseSure LLC 1400 Village Square Blvd. #3-85007 Tallahassee, FL 32312 Name Changed: 02/22/2017 Address Changed: 04/28/2020 Officer/Director Detail Name & Address Title Director, President WEISSBACH, MARC 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 O Packet Pg. 2090 1 Title Director, VP I 16.E.5.f I VECCHIO, ROBERT 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title VP, Director Montjotin, Herve 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title VP, Secretary, Director Soret, Bastien 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title VP Nord, Zachary 360 Park Avenue South, 15th FI New York, NY 10010 Title VSD LANDRY, JEAN-FRANCOIS 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title VS JARKOW, LLOYD 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title ST WALLER, GLEN 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title V SOMERLOT, JEFFERY 360 PARK AVENUE SOUTH, 15TH FLOOR NEW YORK, NY 10010 Title VP 0 Nolton, Matthew Packet Pg. 2091 1 200 SOUTH BISCAYNE BOULEVARD 20TH FLOOR MIAMI, FL 33131 Annual Reports Report Year Filed Date 2020 04/28/2020 2021 03/16/2021 2021 09/13/2021 Document Images 09/13/2021 —AMENDED ANNUAL REPORT 08/03/2021 -- Amendment and Name Change 03/16/2021 --ANNUAL REPORT 04/28/2020 -- ANNUAL REPORT 04/03/2019 -- ANNUAL REPORT 04/02/2018 -- ANNUAL REPORT 02/22/2017 -- ANNUAL REPORT 12/16/2016 -- Reinstatement 05/13/2015 -- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations 0 Packet Pg. 2092 16.E.5.f Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service CL a W m m Request for Taxpayer Identification Number and Certifica#ion requ stem to the w ■ Go to ww-Jrs,gnv1FormW9 for instructions and the latest informminn Send to the IRS. (as shown on your Income tax Socotec Consulting, Inc 2 Business name/disregarded e Is required on this line; do not leave this S Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individuallsole proprietor or 21 C Corporation ❑ S Corporation ❑ Partnership ❑ Trusflestate single -member LLC ❑ Limited liabillty ccmpany. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ■ Note, Check the appropriate box in the line above for the tax classification of the single -member owner. [Jo not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC the is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) ■ 5 Address (number, street, and apt. or suite no.) See instructions. 2224 Trade Center Way b City, state, and ZIP code Naples, FL 34109 7 List account number(s) here [optional} 4 Exemptions (codes appy only to certain entities, not individuals; see instructions on page 3): Fxempt payee code (if any) Exemption from FATCA reporting code (if any) PPA". W wcoumc mma-ed a Wde rho U. s.J Requester's name and address {optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part 1, later. For other entities, it is your employer identification number (ElN). If you do not have a number, see How to get 71N, later. (Vote: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. security number or J0000©000© Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withhoIdIng because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Intemal Revenue no longer subject to backup withholding; and Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has roll#led me that l am 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, cc ntributlon s to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign signature of Here U.& person ■ General Section references are to the lntrernal Revenue Code unless otherwise noted. Future developments, For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.goV1F0rmW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (ElN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of Information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) Date ■ • Form 1099-DIV (dividends, includintg those from stocks or mutual funds) • Form 1 Ogg-MISC (various types of income, prizes, awards, or gross proceeds) ■ Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 {home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231 X Form w Packet Pg. 2093 E-Verifv- or ^aTRN Company ID Number: 1752457 THE E-VERIFY MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS ARTICLE I PURPOSE AND AUTHORITY The parties to this agreement are the Department of Homeland Security (DHS) and the Socotec Consulting, Inc. (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify. E-Verify is a program that electronically confirms an employee's eligibility to work in the United States after completion of Form 1-9, Employment Eligibility Verification (Form 1-9). This Memorandum of Understanding (MOU) explains certain features of the E-Verify program and describes specific responsibilities of the Employer, the Social Security Administration (SSA), and DHS. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104-208, 110 Stat. 3009, as amended (8 U.S.C. § 1324a note). The Federal Acquisition Regulation (FAR) Subpart 22.18, "Employment Eligibility Verification" and Executive Order 12989, as amended, provide authority for Federal contractors and subcontractors (Federal contractor) to use E-Verify to verify the employment eligibility of certain employees working on Federal contracts. ARTICLE II RESPONSIBILITIES A. RESPONSIBILITIES OF THE EMPLOYER 1. The Employer agrees to display the following notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system a. Notice of E-Verify Participation b. Notice of Right to Work 2. The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted about E-Verify. The Employer also agrees to keep such information current by providing updated information to SSA and DHS whenever the representatives' contact information changes. 3. The Employer agrees to grant E-Verify access only to current employees who need E-Verify access. Employers must promptly terminate an employee's E-Verify access if the employer is separated from the company or no longer needs access to E-Verify. 0 Page 1 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2094 E-Veri fo Company ID Number: 1752457 4. The Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. 5. The Employer agrees that any Employer Representative who will create E-Verify cases will complete the E-Verify Tutorial before that individual creates any cases. a. The Employer agrees that all Employer representatives will take the refresher tutorials when prompted by E-Verify in order to continue using E-Verify. Failure to complete a refresher tutorial will prevent the Employer Representative from continued use of E-Verify. 6. The Employer agrees to comply with current Form 1-9 procedures, with two exceptions: a. If an employee presents a "List B" identity document, the Employer agrees to only accept "List B" documents that contain a photo. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form I-9 process to establish identity.) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 888-464-4218. b. If an employee presents a DHS Form 1-551 (Permanent Resident Card), Form 1-766 (Employment Authorization Document), or U.S. Passport or Passport Card to complete Form 1-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9. The Employer will use the photocopy to verify the photo and to assist DHS with its review of photo mismatches that employees contest. DHS may in the future designate other documents that activate the photo screening tool. Note: Subject only to the exceptions noted previously in this paragraph, employees still retain the right to present any List A, or List B and List C, document(s) to complete the Form 1-9. 7. The Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. 8. The Employer agrees that, although it participates in E-Verify, the Employer has a responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274B of the INA with respect to Form 1-9 procedures. a. The following modified requirements are the only exceptions to an Employer's obligation to not employ unauthorized workers and comply with the anti -discrimination provision of the INA: (1) List B identity documents must have photos, as described in paragraph 6 above; (2) When an Employer confirms the identity and employment eligibility of newly hired employee using E-Verify procedures, the Employer establishes a rebuttable presumption that it has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of that employee; (3) If the Employer receives a final nonconfirmation for an employee, but continues to employ that person, the Employer must notify DHS and the Employer is subject to a civil money penalty between $550 and $1,100 for each failure to notify DHS of continued employment following a final nonconfirmation; (4) If the Employer continues to employ an employee after receiving a final nonconfirmation, then the Employer is subject to a rebuttable presumption that it has knowingly 0 Page 2 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2095 E-Veri fo Company ID Number: 1752457 employed an unauthorized alien in violation of section 274A(a)(1)(A); and (5) no E-Verify participant is civilly or criminally liable under any law for any action taken in good faith based on information provided through the E-Verify. b. DHS reserves the right to conduct Form 1-9 compliance inspections, as well as any other enforcement or compliance activity authorized by law, including site visits, to ensure proper use of E-Verify. 9. The Employer is strictly prohibited from creating an E-Verify case before the employee has been hired, meaning that a firm offer of employment was extended and accepted and Form 1-9 was completed. The Employer agrees to create an E-Verify case for new employees within three Employer business days after each employee has been hired (after both Sections 1 and 2 of Form 1-9 have been completed), and to complete as many steps of the E-Verify process as are necessary according to the E-Verify User Manual. If E-Verify is temporarily unavailable, the three-day time period will be extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. 10. The Employer agrees not to use E-Verify for pre -employment screening of job applicants, in support of any unlawful employment practice, or for any other use that this MOU or the E-Verify User Manual does not authorize. 11. The Employer must use E-Verify for all new employees. The Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. Employers who are Federal contractors may qualify for exceptions to this requirement as described in Article II.B of this MOU. 12. The Employer agrees to follow appropriate procedures (see Article III below) regarding tentative nonconfirmations. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. Further, when employees contest a tentative nonconfirmation based upon a photo mismatch, the Employer must take additional steps (see Article III.B. below) to contact DHS with information necessary to resolve the challenge. 13. The Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(1)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the need for additional time for the government to resolve a case), or the finding of a photo mismatch, does not establish, and should not be interpreted as, evidence that the employee is not work authorized. In any of such cases, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee's perceived employment eligibility status 0 Page 3 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2096 E-Veri fo Company ID Number: 1752457 (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work in poorer conditions, withholding pay, refusing to assign the employee to a Federal contract or other assignment, or otherwise assuming that he or she is unauthorized to work) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo mismatch or if a secondary verification is completed and a final nonconfirmation is issued, then the Employer can find the employee is not work authorized and terminate the employee's employment. Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464- 4218 (customer service) or 1-888-897-7781 (worker hotline). 14. The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274B of the INA as applicable by not discriminating unlawfully against any individual in hiring, firing, employment eligibility verification, or recruitment or referral practices because of his or her national origin or citizenship status, or by committing discriminatory documentary practices. The Employer understands that such illegal practices can include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound "foreign" or have received tentative nonconfirmations. The Employer further understands that any violation of the immigration -related unfair employment practices provisions in section 274B of the INA could subject the Employer to civil penalties, back pay awards, and other sanctions, and violations of Title VII could subject the Employer to back pay awards, compensatory and punitive damages. Violations of either section 274B of the INA or Title VII may also lead to the termination of its participation in E-Verify. If the Employer has any questions relating to the anti -discrimination provision, it should contact OSC at 1-800-255-8155 or 1-800-237-2515 (TDD). 15. The Employer agrees that it will use the information it receives from E-Verify only to confirm the employment eligibility of employees as authorized by this MOU. The Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords), to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes. 16. The Employer agrees to notify DHS immediately in the event of a breach of personal information Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email at E-Verify(@dhs.gov. Please use "Privacy Incident — Password" in the subject line of your email when sending a breach report to E-Verify. 17. The Employer acknowledges that the information it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)). Any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. 18. The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, which includes permitting DHS, SSA, their contractors and other agents, upon 0 Page 4 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2097 E-Verifv- or a..... .... zv. Company ID Number: 1752457 reasonable notice, to review Forms 1-9 and other employment records and to interview it and its employees regarding the Employer's use of E-Verify, and to respond in a prompt and accurate manner to DHS requests for information relating to their participation in E-Verify. 19. The Employer shall not make any false or unauthorized claims or references about its participation in E-Verify on its website, in advertising materials, or other media. The Employer shall not describe its services as federally -approved, federally -certified, or federally -recognized, or use language with a similar intent on its website or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify services and any claim to that effect is false. 20. The Employer shall not state in its website or other public documents that any language used therein has been provided or approved by DHS, USCIS or the Verification Division, without first obtaining the prior written consent of DHS. 21. The Employer agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see M-795 (Web)) and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the Employer's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or affiliated with DHS, USCIS, or E-Verify. 22. The Employer understands that if it uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its participation in E-Verify according to this MOU. B. RESPONSIBILITIES OF FEDERAL CONTRACTORS 1. If the Employer is a Federal contractor with the FAR E-Verify clause subject to the employment verification terms in Subpart 22.18 of the FAR, it will become familiar with and comply with the most current version of the E-Verify User Manual for Federal Contractors as well as the E-Verify Supplemental Guide for Federal Contractors. 2. In addition to the responsibilities of every employer outlined in this MOU, the Employer understands that if it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR it must verify the employment eligibility of any "employee assigned to the contract" (as defined in FAR 22.1801). Once an employee has been verified through E-Verify by the Employer, the Employer may not create a second case for the employee through E-Verify. a. An Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor in the E-Verify program within 30 calendar days of contract award and, within 90 days of enrollment, begin to verify employment eligibility of new hires using E-Verify. The Employer must verify those employees who are working in the United States, whether or not they are assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within three business days after the hire date. Once enrolled in E-Verify as a Federal contractor, the Employer must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. 0 Page 5 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2098 E-Veri fo Company ID Number: 1752457 b. Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E-Verify to begin verification of employment eligibility for new hires of the Employer who are working in the United States, whether or not assigned to the contract, within three business days after the date of hire. If the Employer is enrolled in E-Verify as a Federal contractor for 90 calendar days or less at the time of contract award, the Employer must, within 90 days of enrollment, begin to use E-Verify to initiate verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within three business days after the date of hire. An Employer enrolled as a Federal contractor in E-Verify must begin verification of each employee assigned to the contract within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever is later. c. Federal contractors that are institutions of higher education (as defined at 20 U.S.C. 1001(a)), state or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency under a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. Employers in this category must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. d. Upon enrollment, Employers who are Federal contractors may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only those employees assigned to a covered Federal contract. After enrollment, Employers must elect to verify existing staff following DHS procedures and begin E-Verify verification of all existing employees within 180 days after the election. e. The Employer may use a previously completed Form 1-9 as the basis for creating an E-Verify case for an employee assigned to a contract as long as: i. That Form 1-9 is complete (including the SSN) and complies with Article II.A.6, ii. The employee's work authorization has not expired, and iii. The Employer has reviewed the Form 1-9 information either in person or in communications with the employee to ensure that the employee's Section 1, Form 1-9 attestation has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). f. The Employer shall complete a new Form 1-9 consistent with Article II.A.6 or update the previous Form 1-9 to provide the necessary information if: i. The Employer cannot determine that Form 1-9 complies with Article II.A.6, ii. The employee's basis for work authorization as attested in Section 1 has expired or changed, or iii. The Form 1-9 contains no SSN or is otherwise incomplete. Note: If Section 1 of Form 1-9 is otherwise valid and up-to-date and the form otherwise complies with 0 Page 6 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2099 E-Veri fo Company ID Number: 1752457 Article II.C.5, but reflects documentation (such as a U.S. passport or Form 1-551) that expired after completing Form 1-9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.A.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Verify User Manual. g. The Employer agrees not to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU or to authorize verification of any existing employee by any Employer that is not a Federal contractor based on this Article. 3. The Employer understands that if it is a Federal contractor, its compliance with this MOU is a performance requirement under the terms of the Federal contract or subcontract, and the Employer consents to the release of information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer's compliance with Federal contracting requirements. C. RESPONSIBILITIES OF SSA 1. SSA agrees to allow DHS to compare data provided by the Employer against SSA's database. SSA sends DHS confirmation that the data sent either matches or does not match the information in SSA's database. 2. SSA agrees to safeguard the information the Employer provides through E-Verify procedures. SSA also agrees to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security numbers or responsible for evaluation of E-Verify or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 3. SSA agrees to provide case results from its database within three Federal Government work days of the initial inquiry. E-Verify provides the information to the Employer. 4. SSA agrees to update SSA records as necessary if the employee who contests the SSA tentative nonconfirmation visits an SSA field office and provides the required evidence. If the employee visits an SSA field office within the eight Federal Government work days from the date of referral to SSA, SSA agrees to update SSA records, if appropriate, within the eight -day period unless SSA determines that more than eight days may be necessary. In such cases, SSA will provide additional instructions to the employee. If the employee does not visit SSA in the time allowed, E-Verify may provide a final nonconfirmation to the employer. Note: If an Employer experiences technical problems, or has a policy question, the employer should contact E-Verify at 1-888-464-4218. D. RESPONSIBILITIES OF DHS 1. DHS agrees to provide the Employer with selected data from DHS databases to enable the Employer to conduct, to the extent authorized by this MOU: a. Automated verification checks on alien employees by electronic means, and 0 Page 7 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2100 E-Verifv- or a..... .... zv. Company ID Number: 1752457 b. Photo verification checks (when available) on employees. 2. DHS agrees to assist the Employer with operational problems associated with the Employer's participation in E-Verify. DHS agrees to provide the Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to provide to the Employer with access to E-Verify training materials as well as an E-Verify User Manual that contain instructions on E-Verify policies, procedures, and requirements for both SSA and DHS, including restrictions on the use of E-Verify. 4. DHS agrees to train Employers on all important changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual. Even without changes to E-Verify, DHS reserves the right to require employers to take mandatory refresher tutorials. 5. DHS agrees to provide to the Employer a notice, which indicates the Employer's participation in E-Verify. DHS also agrees to provide to the Employer anti -discrimination notices issued by the Office of Special Counsel for Immigration -Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice. 6. DHS agrees to issue each of the Employer's E-Verify users a unique user identification number and password that permits them to log in to E-Verify. 7. DHS agrees to safeguard the information the Employer provides, and to limit access to such information to individuals responsible for the verification process, for evaluation of E-Verify, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security numbers and employment eligibility, to enforce the INA and Federal criminal laws, and to administer Federal contracting requirements. 8. DHS agrees to provide a means of automated verification that provides (in conjunction with SSA verification procedures) confirmation or tentative nonconfirmation of employees' employment eligibility within three Federal Government work days of the initial inquiry. 9. DHS agrees to provide a means of secondary verification (including updating DHS records) for employees who contest DHS tentative nonconfirmations and photo mismatch tentative nonconfirmations. This provides final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, DHS will provide additional verification instructions. ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1. If the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the notice as directed by E-Verify. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify Page 8 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 0 Packet Pg. 2101 E-Veri fo Company ID Number: 1752457 case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. After a tentative nonconfirmation, the Employer will refer employees to SSA field offices only as directed by E-Verify. The Employer must record the case verification number, review the employee information submitted to E-Verify to identify any errors, and find out whether the employee contests the tentative nonconfirmation. The Employer will transmit the Social Security number, or any other corrected employee information that SSA requests, to SSA for verification again if this review indicates a need to do so. 4. The Employer will instruct the employee to visit an SSA office within eight Federal Government work days. SSA will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 5. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. 6. The Employer agrees not to ask the employee to obtain a printout from the Social Security Administration number database (the Numident) or other written verification of the SSN from the SSA B. REFERRAL TO DHS 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will instruct the 0 Page 9 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2102 E-Verifv- or a..... .... zv. Company ID Number: 1752457 employee to contact DHS through its toll -free hotline (as found on the referral letter) within eight Federal Government work days. 5. If the Employer finds a photo mismatch, the Employer must provide the photo mismatch tentative nonconfirmation notice and follow the instructions outlined in paragraph 1 of this section for tentative nonconfirmations, generally. 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo mismatch, the Employer will send a copy of the employee's Form 1-551, Form 1-766, U.S. Passport, or passport card to DHS for review by: a. Scanning and uploading the document, or b. Sending a photocopy of the document by express mail (furnished and paid for by the employer) 7. The Employer understands that if it cannot determine whether there is a photo match/mismatch, the Employer must forward the employee's documentation to DHS as described in the preceding paragraph. The Employer agrees to resolve the case as specified by the DHS representative who will determine the photo match or mismatch. 8. DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary 9. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. ARTICLE IV SERVICE PROVISIONS A. NO SERVICE FEES 1. SSA and DHS will not charge the Employer for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access E-Verify, an Employer will need a personal computer with Internet access. ARTICLE V MODIFICATION AND TERMINATION A. MODIFICATION 1. This MOU is effective upon the signature of all parties and shall continue in effect for as long as the SSA and DHS operates the E-Verify program unless modified in writing by the mutual consent of all parties. 2. Any and all E-Verify system enhancements by DHS or SSA, including but not limited to E-Verify checking against additional data sources and instituting new verification policies or procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. 0 Page 10 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2103 E-Verifv- or a..... .... zv. Company ID Number: 1752457 B. TERMINATION 1. The Employer may terminate this MOU and its participation in E-Verify at any time upon 30 days prior written notice to the other parties. 2. Notwithstanding Article V, part A of this MOU, DHS may terminate this MOU, and thereby the Employer's participation in E-Verify, with or without notice at any time if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established E-Verify procedures and/or legal requirements. The Employer understands that if it is a Federal contractor, termination of this MOU by any party for any reason may negatively affect the performance of its contractual responsibilities. Similarly, the Employer understands that if it is in a state where E-Verify is mandatory, termination of this by any party MOU may negatively affect the Employer's business. 3. An Employer that is a Federal contractor may terminate this MOU when the Federal contract that requires its participation in E-Verify is terminated or completed. In such cases, the Federal contractor must provide written notice to DHS. If an Employer that is a Federal contractor fails to provide such notice, then that Employer will remain an E-Verify participant, will remain bound by the terms of this MOU that apply to non -Federal contractor participants, and will be required to use the E-Verify procedures to verify the employment eligibility of all newly hired employees. 4. The Employer agrees that E-Verify is not liable for any losses, financial or otherwise, if the Employer is terminated from E-Verify. ARTICLE VI PARTIES A. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. B. Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies, officers, or employees, or against the Employer, its agents, officers, or employees. C. The Employer may not assign, directly or indirectly, whether by operation of law, change of control or merger, all or any part of its rights or obligations under this MOU without the prior written consent of DHS, which consent shall not be unreasonably withheld or delayed. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations herein is void. D. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the Employer. E. The Employer understands that its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, 0 Page 11 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2104 eri]I .�......n Company ID Number: 1752457 Congressional oversight, E-Verify publicity and media inquiries, determinations of compliance with Federal contractual requirements, and responses to inquiries under the Freedom of Information Act (FOIA). F. The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer and DHS respectively. The Employer understands that any inaccurate statement, representation, data or other information provided to DHS may subject the Employer, its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its MOU and/or; (3) possible debarment or suspension. G. The foregoing constitutes the full agreement on this subject between DHS and the Employer To be accepted as an E-Verify participant, you should only sign the Employer's Section of the signature page. If you have any questions, contact E-Verify at 1-888-464-4218. 0 Page 12 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2105 i �f % E_rY�fl Company ID Number: 1752457 Approved by: Employer Socotec Consulting, Inc. Name (Please Type or Print) Title GLen Waller Signature Date Electronically Signed 10/26/2021 Department of Homeland Security — Verification Division Name (Please Type or Print) Title Signature Date Electronically Signed 0 Page 13 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2106 E-Verifv- or a..... .... zv. Company ID Number: 1752457 Information Required for the E-Verify Program Information relating to your Company: Socotec Consulting, Inc. Company Name 360 Park Avenue South 15th Floor Company Facility Address New York, NY 10010 Company Alternate Address County or Parish NEW YORK Employer Identification Number 474054993 North American Industry 541 Classification Systems Code Parent Company Number of Employees 100 to 499 Number of Sites Verified for 2 0 Page 14 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2107 E-Verifv- Company ID Number: 1752457 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in each State: FLORIDA 2 site(s) 0 Page 15 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2108 E-Verifv- Company ID Number: 1752457 Information relating to the Program Administrator(s) for your Company on policy questions or operational problems: Name Alycia Seevers Phone Number (239) 514 - 4100 Fax Number Email Address alycia.Seevers@socotec.us Name GLen Waller Phone Number (212) 689 - 5389 Fax Number Email Address Glen.Waller@socotec.us 0 Page 16 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2109 E—Verifv- or �...,:�. Company ID Number: 1752457 Page intentionally left blank 0 Page 17 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Packet Pg. 2110 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: 0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards 0 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval. No Obligation by Federal Government: The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. 0 EXHIBIT I - 1 Packet Pg. 2111 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-quideline-cpq- rp ogram Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 0 EXHIBIT I - 2 Packet Pg. 2112 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4. During the performance of this contract, the contractor agrees as follows: The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 0 EXHIBIT I - 3 Packet Pg. 2113 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 0 EXHIBIT I - 4 Packet Pg. 2114 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter -claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. 0 EXHIBIT I - 5 Packet Pg. 2115 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm, I acknowledge, the grant requirements identified in this document. Vendor/Contractor Name �aCtJ1 e t(41I If4 _ Date 4� Authorized Signature 0 EXHIBIT 1 - 6 Packet Pg. 2116 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective contract shall attach an explanation to this form. CONTRACTOR By: Signature o Name and Title i G Street Address �V EL_ 3-11W City, State, Zip DUNS Number Sub -Recipient Name: Collier County Board of County Commissioners EXHIBIT I - 7 0 Packet Pg. 2117 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT wil be ,erified. Un:'eridabie statuses vAl require *e PRIME to either prctude a re•,Tsed statement: or provide source documentation that'ralidates a A. PRIME VENDOR/(ONTRACTOR INFORMATION PRIME NAME PRIME FE.D',UMBEP CONTRACT DOLLAR AMOUNIT 45'13 3THE PRIME AFtORIDA{ERTIFIEDDiSADYANTAGED. ',;E.EF.�PI SThE,S.f1L'ITeOFTHIS CONTRACT- M INQRrFf OR WOMEN BUSMESS ENTF"FlISE DBE, CONSTRUCTION ? Y a $UBVIISVINM OR HAVE 4SMALL DISADV'ANTAGED ®USFNESSaACERTIFICATION FROMTHE SMALL BUSINESS NIBE' r � CONSULTATION? Q IN ADMINLSTElATION? ASERY10EUISA4BLEIDVETMAi41 O, BE? OTHER? SUB 04? y w/�) IS TH':SSlB:h11�5�0'.`J dr R.E''iI�ItJN? 'f Pl IF YES, P,E'a510N.':Ui'.FBER S. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN -OWNED, SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXT SECTION 06E M/WBE SUBCONTRACTOR ORSUPPLIER I TYPE OFWORK OR I EMNICITY CC) DE I SUB/SUPPLIER PERCENT OFCONTRACT VETERAN I NAME SP-ZCIALTY (SeeBelow) DOLLAR 4MCiUNT DOLL.4.p_ C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR N"AE OF SUBMLTTER DATE TITLE OF S B-MITTER VIP EMAIL ADDRESS OF PRIME (SUBMiTITER) TELEPHONE NUMBER FAX NUMBER R a-5'r`�-�14� ar�P_v1"I6 / NOTE: this informatiorr is arced to track and er_port anroppated DBE at me paKicipation in federak-y-funded contracts. The antiapamd DBE or VISE amoura is'vmlurttar; and will net become part afthe contractual terms. -his farm mwt be submitted at tirneaF response to a sancitation. d and when awarded a County mnhaM the garime will be asked to spdate tze information fur the grant ccopiiartce files. ETHNiCflY LODE Black American BA Hspanic 4rrericm Na NatireArnerir-an NA Cubcont. 5s'an j men -can i t :soar►-Pacific,Arnerican APA `+an,t.'linarit.'�'a-men N1;i;r' Other: not of arnf other group fisted 0 I D. SECTION TO BE COMPLETED BY COLLIER COUNTY I DEPAP.TNIFNT`ANTE I COLI ER cotiTk,crjp OF3WA*r %�OiREQi I GRs:04TPP0GRAF.1;_0`,7P3r7 :ACCEPTED BY: I DATE I EXHIBIT I - 8 0 Packet Pg. 2118 16.E.5.f EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.G. § 3801 et seq., apply to this certification and disclosure, if any. 5-=�L Contractor (Firm Name) Signature of Contractor's Authorized Official dzzu Name and Title of Contractor's Authorized Official 'la "'e?v ZA�2-4 Date EXHIBIT I - 9 0 Packet Pg. 2119 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this _ of , 2021 by Socotec Consulting, Inc. ("Socotec" or "Contractor") and Collier County, a political subdivision of the State of Florida (the "County")(collectively, the "Parties). WHEREAS, the County entered into Agreement #18-7432-CE, "Professional Services Library Civil Engineering Category," on February 25, 2020 (Agenda Item No. 16.E.7), and the County entered into Agreement #18-7432-TE, "Professional Services Library Materials Testing and Field Conditions Assessment Category," on September 8, 2020 (Agenda Item No. 16.E.1) (hereinafter referred to as the "Agreements" and attached hereto as Exhibit "B") with Forge Engineering, Inc. ("Forge Engineering"); and WHERAS, SOCOTEC represents and warrants to the County that effective September 1, 2021, Socotec Consulting, Inc. acquired the assets of Forge Engineering, and SOCOTEC is now the successor in interest to the Agreement with the County (see Letter of Asset Purchase dated November 3, 2021, attached as Exhibit "A"); and NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, it is agreed as follows: 1. SOCOTEC accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, as amended, including all existing and future obligations to pay and perform under the Agreement. 2. SOCOTEC will promptly deliver to County evidence of insurance consistent with the Agreement. to: 3. Notices required under the Agreement to be sent to SOCOTEC shall be directed Principal Address: Socotec Consulting, Inc. 200 South Biscayne Blvd, 20`�' Floor Miami, FL 33131 Attn: Matthew Nolton, VP Main Phone: (239) 514-4100 Email: Matt.Nolton(n�,socotec.us Local Office Address: Socotec Consulting, Inc. 2224 Trade Center Way Naples, Florida 34109 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 5. The County hereby consents to SOCOTEC assumption of the Agreement in order to continue the services provided under Agreement #18-7432- CE and #18-7432-TE. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat SOCOTEC as the Contractor for all purposes under the Agreement. Page 1 of 2 Assumption to Agreement #I8-7432-TE & #18-7432-CE 6. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. Contractor's witrtess name hk- Cqa#r—...._ . Witness Signature Af+h e,w CRa cc Print/Type witness name ATTEST: Crystal K. Kinzel, Clerk of Courts & Comptroller , Deputy Clerk Approved as to form and legality: Scott R_ Teach, Deputy County Attorney Socotec Consulting, Inc, By: Signature Print/Type Name Title BOARD OF COUNTY CONMUSSIONERS COLLIER COUNTY; FLORIDA 0.0 PENNY TAYLOR, Chair Page 2 of 2 / Assumption to Agreement #18-7432-'rE & #18-7432-CE C!� EXHIBIT A November 3, 2021 Ms. Priscilla Doria Procurement Strategist -Contracts Collier County Procurement Services Division 3295 Tamiami Trail East Bldg, C2 Naples, FL 34112 Re: Asset Purchase of Forge Engineering, Inc. by Socotec Consulting, Inc. Dear Ms. Doria: The purpose of this letter is to confirm that, effective September 1, 2021, Socotec Consulting, Inc., a Florida corporation, acquired the assets of Forge Engineering, Inc. As a result, we intend to assume the contract that you previously executed with Forge Engineering, Inc. so that Socotec Consulting, Inc. can continue to perform the work on your behalf. Please let me know if you have any questions or concerns. Sincerely, Christopher R. Schimpf General Counsel Socotec Consulting, Inc. SOCOTEC CONSULTING, INC. —A SOCOTEC COMPANY 2224 Trade Center Way, Naples, FL 34309 Tel.: +1212 689 9389 —Fax.; +1212 689 6499 vnvlf.50Cn[CC.I15 EXHIBIT S PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) Contract # 18-7432-CE for "Professional Services Library Civil Engineering Category THIS AGREEMENT is made and entered into thisoQ� day 0f J 20 by and between the Board of County Commissioners for Collier County, Flori a, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Force Enaineerina. Inc. to do business in the Stai Center Way Naples Florida 3410 of Florida, rred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: business ress is WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and � WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and [] WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287,055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Perm Continuing Contract 2017.009 Ver,l 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form. of the Work Order is set forth in attached Schedule A_. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners. © Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 33 PSA Fixed Term Continuing Contrect 2017.009 Ver.] CAq 1AAA Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order, Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. 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. 1.11. 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. Page 3 of 33 PSA Fixed Term Continuing Conhect 2017.009 Ver.l CAU 1.12, The CONSULTANT designates Richard P. Lundberg, 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. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (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 the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13. The 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, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. 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 (218.736 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 4 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.l Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 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. 1.15. 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 COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16, The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge Page 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l 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. 1.17. The 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. 1.18. 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 (Le, 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 an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order 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. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order 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: (1) 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 Services originally required of CONSULTANT under the subject Work Order, 2.2. If the COUNTY determines that a change in a Work Order is required because of the action Order shall be taken by CONSULTANT in response to an emergency, an Amendment or Change 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 the subject Work Order. Page 6 of 33 PSA Fixed Tertn Continuing Contract 2017.009 Ver.l Z ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1, The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order, 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 Services specified in the Work Order, 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 Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; 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. Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 cno 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the 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. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which 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 the 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. 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 under this Agreement (including any and all Work Orders) 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 any particular Work Order 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. 4.6. The period of service shall be from the date of execution of this Agreement through five (5) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional one (1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA Pixed Tenn Continuing Contract 2017.009 Vert 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 each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing 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. 5.2, The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. X Grant Funded: The hourly rates as setforth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, 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 the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The 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 with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The 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, The 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 this Agreement or (b) the date of the Work Order 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 defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County, 8.1,1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY. and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is 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 Section 725.08(1) & (2), Florida Statutes. Page 10 of 33 PSA sized Term Continuing Contract 2017.009 Ver.l P� G ARTICLE NINE INSURANCE 9.1. The 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 C 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 coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 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. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 11 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver,1 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 to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The 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 any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver,1 unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, 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 any particular Work Order within the times specified under that Work Order, 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 and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. 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 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, 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, for any Work Orders so cancelled, 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 Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. Page 13 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l CAO 12.5. 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 arising out of or relating to this Agreement or any Work Orders, 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order 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 or subsequently issued Work Order, 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 the subject Work Order 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 applicable Work Order. 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 the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. 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 subject Work Order 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. The 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 or any subsequent Work Order. 13.2. 0 CCNA Projects: 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 D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order, The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any Page 14 of 33 FSA Fixed Term Continuing Contrecl2017.009 Ver.l CAO additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order 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 the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. 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 Director: Sandra Herrera Division Name: Procurement Services Division Address: Administrative Agent/PM: Telephone: 3295 Tamiami Trail East Evelyn Colon (239) 252-2667 Evelyn.Colon@colliercountyfl.gov Page 15 of 33 PSA Fixed Tcrm Continuing Contract 2017.009 Ver.l GAO 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: Forge Engineering, Inc. Address: P.O. Box113040 Naples, Florida 34108 Authorized Agent: Richard P. Lundberg, VP Attention Name & Title: 239 514-4100 E-Mail(s): Telephone: Rlundberg@forgeeng.com 16.3. Either party may change its address of record by written iotice to the other party given In accordance with requirements of this Article, ARTICLE SEVENTEEN MISCELLANEOUS The 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 tten or tter set forth herein, and alnyrsuchgpror agreements oraunnderst understanding shall ahave tno force ing to eoraeffect whatever on the Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. shall be This Agreement may original and all ofwhi hushall constitute but one and the same insth of which e simltaneously executed In several trument Page 16 of 33 pgp Fixed Term Continuing Comrem 2017.009 V¢r.l G10 17.9, The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432-CE including all Attachment(s), Exhibit(s) and Addendum/ Consultant's Proposal 17.10, 0 Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (�) expressly apply to the terms of this Agreement. 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. The 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. E) 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 D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, 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. Page 17 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l CA The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44,102, Fla, Stat, 20.2. Any suitor 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. Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 Cr ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21A, 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 se , 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. (signature page to follow) Page 19 of 33 PSA Pixed Tenn Continuing Contract 2019.009 Vecl CAO IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: Crystal K. Kinzel, Clerl< of Courts & Comptroller Attest as to Ciiaittttan.'@ signature onlyt,, County Attorney Name Consultant's Witnesses: Nies C r\ ic ndTitle111�n�j-f��Er Name and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Burt L. Saunders Consultant: Forge Engineering, Inc. Chairman lrlwd� Name and Title Tllge T,0 of 33 1'SA Pixed'Pcnn Continuing Comma 2017.009 Ver. :AO SCHEI DULU A WOAV ORDr,R Contract 00-0000 "Name of Contract' Contract Expiration Date: , 20_ This Worlc Order is for professional (desm•ibe) services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20_. which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm Scoroe of Worlc As detailed in the attached proposal and the following; * Task I + Task 11 < Task III Schedule of Work: Complete work within days from the date of the Notice to Pt•oceed which is accompanying this Work Order, The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 004000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Comroensation• In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with following metltod(s): QNegotiated Lump Sum (NLS) nLump Sum Plus Reimbursable Costs (LS+RC) []Time & Material (T&M) (established hourly rate — Schedule A) nCost Plus Fixed Fee (CPFF), (define which method will be used for which tasks) as provided in the attached proposal. PREPARED BY: APPROVED BY: Task I ffi Task II $ Task III $ TOTAL FEE $ Name and Title (Dept Name) ,Division Director Date Date APPROVED BY: type name, Department Head Date By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best oftheir knowledge end belief, ell relevant facts concerning pest, present, or curtently planned interest or activity (financial, contractual, organizational, orotherwise) which relates to the proposed work; and bear on whether the Firm has a potential conflict have been Polly disclosed, Additionally, the Finn agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name &Title of Authorized Officer Date Page 21 of 33 PSA Fixed Perm Continuing Contract 2017.009 Vect CAO SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties each an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1I The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT 6.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S invoice approved by the COUNTY. 6.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and aPHIoval 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. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum, B.2.4, M Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, 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.2.4.1. 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 B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.4.2. 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.2.5. 0 Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, 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 provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. 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 a particular Work Order 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. Page 23 of 33 PSA Fized Term Continuing Contract 2017.009 Ver.l C,w 6.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. 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.2.10. 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. REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. 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. B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by`CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. 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 Section 112,061, F.S. 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 Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Vecl 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. 5.3.3A, Permit Fees required by the Project. 5,3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order, 5.3.3.74 Other items on request and approved in writing by the COUNTY. 5.3.4. 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. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 of 33 PSA Rixed Tenn Continuing Contract 2017.009 Ver.l C�4p SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior En ineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner 130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biolo ist/H dro eolo ist $133 Senior Marine Biolo ist/H dro eolo ist $169 Senior GIS Specialist $149 GIS Specialist $114 Clerical/Administrative 73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew - 2 man $152 Survey Crew - 3 man $185 Survey Crew - 4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials tasks) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular .project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. JK� Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page26 of33 PSA Fixed Term Continuing Contract 2017.009 Vec2 SCHEDULE C 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. 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, Page 27 of 33 PSA Fixed Term Continuing contract 2017.009 Ver.l CAO 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? F01 Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation -Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes O 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? 0 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, 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 Page 28 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.l 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? ❑ Yes FRI 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? ❑ Yes ❑■ No 17, AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? FEJ Yes ❑ No Business Auto Liability: Coverage shall have minimum limits of $1,000200 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. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ❑ Yes 0 No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.I CAO Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence, 19. CYBER INSURANCE. Required by this Agreement? ❑ Yes FBI 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? FN� Yes ❑ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event 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. Page 30 of 33 PS Fixed Teen Continuing Contract 2019.009 Ver, t 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 C Page 31 of 33 PSA Pixed Term Continuing Contract 2017.009 Ver.I CAO ❑ this schedule is applicable SCHEDULE D TRUTIl IN NEGOTIATION CERTIFICATE In Compliance with the Consultants' Competitive Negotiation Act, Section 287.Q55, Florida Statutes, Forge Engineering) Inc oil(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 " Professional Services Library Civil Engineering Category "project is accurate, complete and current as of the time of contracting. Page 32 of 33 PSA Pixed Tenn Continuing Contract 2017.009 Vecl CAp SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) 1 9 following this page (pages _ through ) ❑ this schedule is not applicable Page 33 of 33 PSA Fixed Teem Continuing Contract 2017.009 Ver.1 CAO EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Fedoral Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (III) the subcontractor shall hold the Division and Sub -Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. and all Specifically, the Contractor shall be responsible for being knowledgeable and performing any services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: 0 2 C.F.R, Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain Information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval. No Obligation by Federal Government: The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S,C, Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract, EXHIBIT I - 1 r'a (1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, Including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Pad 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https /lwww epa oov/smm/comprehensive-procurement-guideline-cpo- rp ogram Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt, 180 and 2 C.F,R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180,995), or its affiliates (defined at 2 C.F.R. § 180,905) are excluded (defined at 2 C.F.R. § 180,940) or disqualified (defined at 2 C.F.R. § 180,935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C,F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I - 2 C'.tp EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible. Into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, If subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of "federally assisted construction contract' in 41 C.F.R. § 60-193 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1A, During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish Information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workersrepresentative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V, The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT I - 3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Vl. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or In part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized In Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. Vill, The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 37014708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause hall be set fo th in paragraph (1) of this section the contractor and any subcontractor responsible therefor s liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The, (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. EXHIBIT I-4 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth In paragraphs (1) through (4) of this section," Administrative, Contractual, or Legal Remedies (over $150,000): Unless othe wise provided in this contract, all claims, counter -claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over $160,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations Issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 at seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or In part with Federal assistance provided by FEMA. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352, Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction fora public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate Into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment Is made and shall allow the County, FDEM, or its designee's access to such records upon request, EXHIBIT I - 5 Acknowledgement of Terms, Conditions, and Grant Clauses Certlflcatlon If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to Include in the subcontract that (1) the subcontractor Is bound by the terms of this Agreement, (il) the subcontractor is bound by all applicable state and federal laws and regulations, and (III) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,. to the extent allowed and required by law. The recipient shall document In the quarterly report the subcontractor's progress in performing Its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm, I acknowledge, the grant requirements IdenflFled in this document. Vendor/Contractor Name Foroe Enoineering Inc Date AuthorizedSignature www.Forgefng.com �,y C1 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (t) The prospective subcontractor of the Sub -recipient, Collier County, ee tifles, by submission of this document, that neither It nor its principals Is presently debarred, suspended, proposed for debarment, declared Ineligible, or voluntarily excluded from participation In this transaction by any Federal department or agency. (2) Where the Sub -recipient's subcontractor Is unable to certifyto the above statement, the prospective contract shall attach an explanation to this form. CONTRACTOR Richard P Lundbero P E Name and Tltlo 2224 Trade Center Wav — StreetAddress Naples, FL 34109 Cliy, State, Zip DUNS Number Sub -Recipient Name: Collier County Board of County Commissioners www.ForgeEng,com i CA'F COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT 5tatuswilt be veNhed Unrerifabe statuses will require the PRIME to either pronde a tensed statement or prvtde source documemation that validates a tutus. A 4RIMEWEN06R/CON_TRA_CTGR INFORMATION , t, PRIME NAME PRIME tDONUMCER CONTRACTOOttARAMOUNT �tXZG-�, �JGlru�;�Z/,i� (�L', 65•orpBGz�llo ISTHEP Rude A ILORI DA{ERTIIICD DISADVAUTAG[O, VETERAN v N IS rnCACnVITY Or THIS CotQRAtT.., MINORITY 0A Yl01.t[N BUOtI[SS [trttPMISET DOE? Y CONSTAtfaloN? v 11 (DBE/MBEAVOE) OR HAVE A SMALL DISADVANTAGED MBE? Y N CONSULTATION) Q Is ISUVtIESS EA CERTIflancr rR0A1THE SMALLOUSINESS OTHER? Y N ADMINISTRATION? A SERVICE DISABLED VETERAN? WOE? Y 500 BA? Y N IS THIS SUB Mo SW A REVISION? Y 7uIf YES, REVISION NUMBER W0MEN-0INNEO SMALL B IF PRIME MASSVBCONTRAcfORiORSUPPUERWHOISADISADVANTAGEDMINORITY i,BUSINESS;GONCERNORSERVICEDISABd&JJETERANjPRIMEISTO"GOMPLETESkfiSNE7CfSEGT10( ..�,_ >.,_,4.�._. ., DOE M(WOE SUBCONTRACTOR OR SUPPLIER TYPEOFWORKOR ETHNKITYCODE SUO/SUDPUER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR WOUNY DOLLARS TOTALS: PRIME VENDOR/CONTRACTOR C SECTIONBE,C.OMPLETE�'BY _TO ._... NAME OF SUOMITTER DATE TITLE OF SUOMITTER t�lud✓alzb � C.�N�S��& 1 Vfi', AziNcra�tt;r.�et tWILAOORESS OF PRIME(SUOMRTER( TEl[ HONENUMBER f"HUMBER a39•s(y-�l6( NOTE: This information is used to track and report anticipated DOE a MBE participation in fedeully-funded ContfUts. The anlidpated DOE Or MOE amount is volunpry and will not become part of the contlKlurl terms. This form must be submitted at Ume of response to a solicitation. N and when alwlded a Counts Contract, the prime AM be asked to update the information rot the grant CWPliante Dus. - ,=�'W<kAmertRan — KSPIAKAmedan MA • �NatiW Aroulars NA _. Sub[Mt. Nian AMaelCan SAA NMhlifgrlC/ women uARV ` : O[beri, iot of Uq;0tIW grau Rsted7777�-' o TON E,COMPLETED BY COLLIER COUNTY D.SECTION _ DtDAAT741CNTttd1A[ COLLI[R COMRACfe NUPer DO7RC0 1:::= dCC[OTtO OY; www.ForgeEng.com CA (3 LOBBYINGCERTIFICATION submitted(To be dind rr rrr The undersigned [Contractor] certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for Influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering Into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modlflcation of any Federal contract, grant, can, or cooperative agreement.' 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for Influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," In accordance with Its Instructions, 3, The undersigned shall require that the language of this certification be Included In the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly, This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered Into. Submission of this certlFlcation Is a prerequisite for making or entering Into this transaction mposed by 31, U.S.C, § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who falls to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of Its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U,S,C. § 3801 at seq., apply to this certification and disclosure, if any. For a En I ear n Inc. Contractor (Firm Neme %; ature of Con thorized Official Richard P Lundbera P E VP Principal Engineer Name and Title o/f/Contractor s Authorized Ofricial Date � www,ForgeFng.com Gq FORGENG•01 MRDEC R T CERTIFICATE OF LIABILITY INSURANCE DATE(MM(DDNYYY) 1/28/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(9), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) 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 endorsements . PRODUCER License # L100460 Risk Management Insurance - Fort Myers 28 Barkley Circle Fort Myers, FL 33907 gRjjJAcT we°Nrio, En/(239) 278-3939 (ac Nel:(239) 278.4853 — — — INSUREflSAFFORDINGCOVERAGE INSURERA: Monroo GuarantyInsurance Company NAIC 32606 INSURED Forge Engineering Inc. PO BOX 113040 Naples, FL 34108 INSURER B: Brierflold Insurance Company 10993 INSURERC•FCCI Insurance Company INSURER Or Travelers Casualty and Surety Company 10178 19038 INSURERE: Endurance American Specialty Insurance Company 41718 INSURER F: THIS IS TO CERTIFY THAT THE POLICIES INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE 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 rypE OF INSURANCE ADDL im SUBR MR POLICY NUMBER POIpCY EFf 51112019 61112019 51112019 5/112019 51112019 9/2612019 POLICY E%P 51,12020 6/112020 5/112020 6/112020 6/112020 912612020 LIMITSLTR _ EACH OCCURRENCE 1'0001000 A B C D B E X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR EPLI$100,000/Cyber X NIA SLI00045205-01 CA100013164-03 UMB100024671-02 JUB4N183879-1947wG 00046204-01 30001255400 DPREMISES AMAGETORENTED (Ea�-e MED EXP(Any one eJn so 100,000 51000 X PERSONAL &AV U 170001000 GENERALAGGREGATE 21000'000 GEN'LAGGREGATE UqMITAPPLIES PER: POLICY ❑X woC OLOC OTHER: LIABILITY ANYAUTOX AUT090NLY SAUTOSCHEDULED 'HEp UT a%O AUTOS ONLY X A O Y UMBRELLA LIAR X OCCUR EXCESS LIAO CLAIMS -MADE PRODUCTS- OMP/OP AGO - 2,000,000 EPLI DEDUCTIBLE COMBINED SINGLE LIMIT 2,500 11000,000 — AUTOMOBILE BODILY, INJURY Par ers -4 X BODILY INJURY Per acddem OPER I AMAGE A�d� X PIP EACH OCCURRENCE 10,000 2,000,000 X AGGREGATE 2,000'000 X PER OTH- DED X RETENTIONS 109000 WORRERSCOMPENBATtgtl ANOEMPLOYERs'LIABI TY YIN ANY PROPRIETORIPARTNERIEXECUTIVE EXCLUDED' O Imyye eatery InNH) Fer ERATIONS halo Property Professional Liabili E.L. EACH ACCIDENTpp��F�CEp�MEM'T�q 1,000t000 E.L. DISEASE -EA EMPLOYEOESCRIPTIONV 1,OOD,000 EL. DISEASE -POLICY LIMIT1,000,000 BPP Per OCC 2,00%000 693,413 4,Og0,000 DESCRIPTION OF OPERATI%NS I LOCATIONS I VEHICLES (ACORU 101 Additional Remarks Sohedule, may be attached if more apace Is required) Professional Liability: 21000,000 Per Claim I $4,000,000 Aggregate 1$26,000 Retention RE: Contract#18-7432-CE Progesstonal Services Library Civil Engineering Category Collier County Board of County Commissioners, its officers and employees are listed as additional Insureds on a primary and non-contributory basis with respects to the general liability per CGLOB41013 Including ongoing products and completed operations. Additional Insured applies to the automobile liability per CAUOSBOI16 Including waiver of subrogation. For any and all work performed on behalf of Collier County. Collier County Board of County Commissioners 3295 Tamiami Trail E Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATNE ACORD 26 (2018/03) v l noo•<u 1 G rawn�. The ACORD name and logo are registered marks of ACORD PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) [� GGNA ❑ NON•CCNA Contract # 18 7432-TE for Professional Services Library w Testing Category ff THIS AGREEMENT is made and entered Into this day of Z�` t > 2020 by and between the Board of County Commissioners for Collier Count Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Forge Engineering Inc, authorized to do business in the State of Florida, whose business address is 999n Trnrip r.nntar Way. Nantes. FL 34109 (hereinafter to as the "CONSULTANT" and/or WITNESSETH; WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and [j WHEREAS, Section 287.055, Florida Statutes, Gansultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and 0 WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services exclusively or at all. Page I ol'33 I'>>\ piceil'i'emi Continuing 4:unlroct 201 7.60Y Yer--? 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A_. Reference to the term "Work Order' herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order, The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4, (,Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. '1,4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distrinution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page t of 32 PS Pi\VU Tenn Cnniinuiny lan(naC121111.(XU/ Ver,2 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order, The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order, Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1,T it is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. 'The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (Including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1,10. 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. 1.11. 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 ar 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. Pine ] i>I' 33 Nti� I'iuzl Tenn Corrlrn�iU�g C'�n�tnet2�l?.(ll)9 Ver. 1,12. The CONSULTANT designates Richard P. Lundberg, P.E. 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. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (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 the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order, The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13, The 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, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY, 1.14, 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 !aws, 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: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Pig -0 pf 33 PSn Flscd I'cnu Conlinubtg Cnnim�'� 2A I7 W9 Yer.2 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.. A. 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 thaf 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. 1.15. 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 COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. Page S oF33 I'C� 1'i.ecd Terns ('oneinning [`ornraG 2017 4A79 Vcr,`r t�f 1.17. The 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. 1,18. 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 OVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentatfon, 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 TWA ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order 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. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order 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 Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order 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 the subject Work Order. N,rgc 6 0l'33 I'KA P1�cJ'I�+�fm l`niillMung Conimct 21717 t)09 Va:? 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 nstructionsr receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: h a. The scope of services to be provided and performed by the CONSULTANT as set fort in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 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 Services specified in the Work Order, 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 Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order, d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; 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. Each Work Order will have a time schedule ("Schedule") far the performance of the atisfactorygtortheLCOUNTY, services to berenderedbyCONSULTANTshall be commenced, Page 7 or 33 PSi� 1`i%Cd IV( III CUNinUinrt Clint YdtI 7017.IN14 Vcr,? performed and completed in accordance with the Work Order and the Schedule, Time is of the essence with respect to the performance of the Services under each Work Order. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the 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, Unless otherwise expressly provided in the Work Order, no Interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which 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 the 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. 4A. 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 under this Agreement (including any and all Work Orders) 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 any particular Work Order 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. 4.6. The period of service shall be from the date of execution of this Agreement through five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one ( 1) additional one ( 1 ) years) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement terrn prior to the end of the Agreement term then in effect, 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County tice of the COUNTY's intention nr to extend the Agreement term prior h or to e end of he Agreemehis designee. shall give the CONSULTANT written nt term then in effect. Pngc & af33 _ IS� Ii:ts'J'rurm i.'onrinuiny Gb�'lou'I ZGI7.tH1Y Vcr.2 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 each Work Order, The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing 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 generaliy used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified In paragraph 5.1 above. [W Grant Funded, The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE. SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"), The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents, The 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 with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 1't,\ I� ir\JU Tctin Cwrtinuing COMriut ?017)1113 Veit: consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The 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, The 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 this Agreement or (b) the date of the Work Order 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 defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in paragraph 8.1, 8.1 To the extent that the Agreement 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 in Section 725.08(1) & (2), Florida Statutes. [END OF ARTICLE EIGHT) .Page I U of 33 ['$,\ Fivr,l le,in i:Juilm„nglbn�,pci «�117 tNl) V�•r.2 �:ht': ARTICLE NINE INSURANCE 9.1 The 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 C 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 previsions 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 coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O, form with no limiting endorsements, must reference and identify this Agreement. 9.345, 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. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M, Best financial rating of "Class VI" or higher, Page r 1 0133 1'K,1 I'I.cd'1'em,iuni(,�uh,�, (=omrnc� :6I7 0119 Vet 2 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. 1o,z. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The 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 any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently Issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The GONSULTANT`s acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Fnge 12 oraa PSA riscd TCnn Cmnuuung l"UnVuct 2017 009 Veb2 unsettled, Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1, This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either parry hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terns of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, 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 any particular Work Order within the times specified under that Work Order, 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 and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. 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 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12A, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12A below. 12.4, Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, 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, for any Work Orders so cancelled, 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 Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. 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 Page IJ of33 1'tiA Pi4r+l'1 crro Cnnonuti�g Cnnlmct 2t117.OD� Vcr2 and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders, 12,6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order 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 or subsequently issued Work Order, and (h) 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 the subject Work Order 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 applicable Work Order. 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 the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. 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 subject Work Order 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. The 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 or any subsequent Work Order, 13.2. FEl CCNA Projects: 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 D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order Issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page to mO33 I'SA Ilavd't ism Cnwunung Comma 2017.IH19 \'ec.2 or non -current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services, ARTICLE FIFTEEN MODIFICATION 15.1. No mocation 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. 15.2. in the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. Ail 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: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples Florida 341124901 Administrative Agent/PM: Evelyn Colon Telephone: (239) 252-2667 -- E-Mail(s): Evelyn Coloncolliercountyfl qov Pag+! 1$ o1B3 ".+\ f4au1'runn in+nl6ming Cmnrad 2f117,iYp9 Vm 7 ASi 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: Forge Engineering Inc Address: 2224 Trade Center Way Naples FL 34109 Authorized Agent: Richard P Lundberg Vice President Attention Name & Title: Telephone: (239) 5144100 E-Mall(s): RLundbergWorgeEng com 16.3. Either party may change its address of record by written notice to the other parry given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The 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 terminatioh of this Agreement. Pnye 16 o f 33 I'Sr\ P{zcJ'rumr . i'iniUoumg t:onvnct 2U17.U09 Vct? 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 ncorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Proiects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 1 &743 J , including all Attaehment(s), Exhibit(s) and Rddendum/Consultant's Proposal 17.10. � Grant Funded Proiects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (�) expressly apply to the terms of this Agreement. 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 n the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENTIPUBLIC ENTITY CRIMES 19.1. The 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. 0 At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth4n•Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Page 17 al'33 1'S,�\ I'iClKl `fer1Y1 4�nllft�lttlltti Chlllrlll Zf)1I.INI4 \r�'r-i shall be adjusted to exclude any sums by which the COUNTY determines the compensation was ncreased 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 ate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287,017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or stale courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea, and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to P ,ye to t,r3a 1!CA riwdl' CM) S:anunwng Cnntmol ?UI"I 009 Wv2 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. (signature page to foNow) Page 19 of33 Ir$i\ rin2�TCi111 (.4�111111111�1[t l"UII�[N:( 2(�� 7,i111§ }��( 2 the IN WITNSSS IN ` parties hereto have executed this professional Services twritten above. Agreement thef ATTEST 13OARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDAN Crystal K. Kinzel, Clerk of Court & Comptroller By: Burt L. Saunders Chairman :Attest as to �hainnan`s siynature,anly♦� , ed as toforn';t and Legality: Name Consultant's Witnesses: ttness Name and Title Name and Title Consultant: Forge Engineering, Inc. By: Name and Title Puke 20 of 33 pgh i�ised'icun Contir¢dng Gwvoq 4vi 2v07 vec2 ^^�� .r scHEDU r A �1'NX OIYDGR Contract MOON "Name of Contract" Contract Expiration Date: __.._...._...._........,'t)_ This Will Order is far pro ssional (descrihc) services I•or wixkknown as: Projcot Ntuuc: Prgjco No: Tlie work Is specified in the proposal dated , 20� which is attached hereto laid made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work order is assigned to: Name of Pirn, Scii,e of Work• As defailcd in the aaachcd proposal and file Collowing: Task I + Task II Task III Schedule oi' Work: Con,pletc work within days tram the date of the Notice to Proceed which is acaompmrying This Work order. 'file Consultant agrees that any Work Orderthat extends beyond the expiration dale of Agreement it 00-0000 will survive ni,d remain subject to Ile terms and conditions of that Agreement until the completion or termination of this Work Order. Ct�l_oensatimg In accordanee whit the Agreement referenced above, the County will compensate the Eirn, in accordance with following method{s}: (�Ncgotiated Lump Sum (I'L:S) QLomp Solo Plus Reimbursable Costs (LS+RC) Q'rime cl• h=Iaterial ('r&hd) (established hourly rote — Schedule A) OC us Plus nixed t"ee (CPI'*), (derme which method will be used for which tasks) as provided ill the attached proposal. Task I 3 'task II 5 "Task III $ *OTAL FE.G S PRrlyAlieD l�v; - note Name and'fillc APPROVED BY: _ (Dept Name) , Division Director Date APPROVED BY: Type name. Department ricttd Date nytl plwr * I , tle Cal II gelopks . r .� t rrV r ail tit s not l 0lp l I that l al rest ill th k ovO and lwfcL It rate I lids ell II mnty+a. t. prism, o to entlY vlanuica on lucst tit acto o7 ill n n ul. Not InncIoaL 6a ox I IM) I l IN I r thcm -0 NVII I eh tortes to tlu propmcd sank, and heir on ollethrr Ih01''fill Iwz tl pnicmial cloak" Inn•c tNecn rullp i1twi scd. At lineally, der I it air vs it anal} me INocute -tit 1, 11 actor, in INi ring INalit 1 rs It IIcnii riulv avILint or potential cIll I]Ic1 of 1 tilerest IlIll kit IS' durio6 the wort: Order and!m }oolec, durmiion ACCITTEDBY: (FirmNamc) Name & `*tile of Authorized Officcr Date PageZl of33 PtiA pi,icJ germ Cmninuing Commcl :017.u09 VCI 2 SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES 3.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties each an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. 13.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. t shalt be in 8.1.2. All Services to be performed by CONSULTANT pursuant to this Agreemen conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. 6.1.3. All Services must be authorized in writing qy the COUNTY in the farm of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 8.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 2 COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work ' Order shall be made upon presentation of the CONSULTANTs invoice approved by the COUNTY. B.2.2. 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. I'nSc 22 af33 Pl+r\ 18sei1 i'auu ConlOming l'nninicl 20171HI4 vcr:4 B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum. B.2.44 M Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSUL IANT's personnel, with respect to this Agreement, 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. 6.2.4.1. 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 B,3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. 13.2A.2. 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. 13.2.5. © Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. 1326. For Additional Services provided pursuant to Article 2 of the Agreement, 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 provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. 13.21. 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 a particular Work Order 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.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and I'tir\ rived -rcnn CuaUnuinS CanUn<'I 2017 009 Vcr;. rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. 8.2.9. 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.2.10. 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 REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 8.3.2. 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. 13.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112,061, F.S„ or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3,1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY review and approval. 5.3.3,2. 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 Section 112.061, F.S. 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. 5.3,3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 nrJJ DSA hwiI'IV) lit CotiUnuine t'onUnut =1717-1ib4 Vc,.: 5.3.3A. Permit Fees required by the Project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order, 5.3.3.7, Other items on request and approved in writing by the COUNTY. 5.3A. 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. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 0l'33 PSA Yixcil'rcrni l`uli��a�im4: G'umnet 4tl1i.4N1N VCi i SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $175 _ -- - Senior Project $150 Project Manager $118 _ —Senior Engineer $125 En ineer $95 Senior Inspector $87 Inspector Senior Designer ^____.— $105 _ Designer $80 Environmental Specialist _— Senior Environrental Specialist $144 Scientist/Geolo ist S89 Senior Scientist/Geologist __._.- _ $� 25 _.__.__ Marine Biologist/ydrogeolagist _ $89 _ Senior Marine BlologisUHydrogeologist $144 _---_. _ Senior GIS Specialist $91 GIS Specialist $75 Clerical/Administrative $50 - Senior Technician $72 Technician $52 _ _ CADD Technician $59 — Senior Princi al $210$138 ---------- Project Engineer Staff Engineer $95 ADDITIONAL UNIT RATES FOUND ON SCHEDULE B-ATTACHMENT 2 TO FOLLOW THIS PAGE The above hourly rates are applicable to Time and Materials tasks} only. The above list may not be all inclusive. Hourly rates for additipnal categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. [] Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. P2gr2G of 33 P�� PizcA Penn Cmrlinahl$ l`omnuY 2UI7-OU1 Vci3 SCHEDULE B - ATTACHMENT 2 RATE SCHEDULE Title Mobilization of drill ri egg ach ___._._____.._.._ ..._.____.�.._..._... er B borin Soil Boring Permit, p Number of soil boring above 6 each SPT 0-50 feet er foot --SPT 50-75 feet, er foot SPT 75-100 feet, per foot SPT 100+ per foot Auqer Borings (whi or foot_ =un $ $25 12 The above unit rates are applicable to Time and Materials tasks} only. The above list may not be all inclusive. Unit rates for additional categories required to provide particular project firm, in writing, on a project by services shall be mutually agreed upon by the County and project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. Grant Funded: The above unit rates are for purposes of providing estimate(s), as required by the grantor agency. 15A I��suA'fcrn� l"oniim�ing Cool�aet 2U17.UU`) Vrr:2 SCHEDULE C 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. 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, Page 27 of 33 PSA PixeA l'cnn Cnniiuuin� Ciiidnict 2U i 71A�9 V'ec2 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? X 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 1000,000 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 Wis Agrcemenrl ❑ Yes X No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? El Yes � No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? 9 Yes ❑ No A. Commercial General Liability Insurance, writken on an "occurrence' basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Badly Injury, Property Damage, Personal injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Page 28 nIB3 I"5,\ I incd germ Coniii�uing Cwlfmol :017.009 VO 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 availabie 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? ❑Yes 0 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? ❑ Yes 0 No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? IN Yes ❑ No Business Auto Liability'. Coverage shall have minimum limits of $ 500 000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability, This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ❑ Yes n No imsuz9 oraa Ptin Pixcd "rm„, Cnnurnuti5, Cuntr C 2017ll0 ver,. Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence, V. CYBERINSURANCE6 Required by this Agreement? ❑ Yes IN 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? W Yes ❑ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $1 FOOOTOOO each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C, The CONSULTANT shall continue this coverage for this Project for a period of not. less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy If requested by the COUNTY. Page an 0r33 i'$ek Pixed'fonu CorrtiIiuin�,COMM 2tl17 aU9 Vcr, 2 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, G. 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 C Nti!A PiXcJ `I'em, Continuing le�n,nict 20I7A1�) Vcr ❑ this schedule is not applicable SCHEDULE 0 TRuTH IN NEGOTIATION CERTIFICATE In compliance with the ConsultantsCompetitive Negotiation Act, Section 287.055, Florida Statutes, Forge Engineering, 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 "Professional Services Library - Testing Category _ project is accurate, complete and current as of the time of contracting. BY: TITt Pu@a J2 of 33 �sn rixca rG�„ Ct,ininnfng Cammci am zoa9 v�,.x SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) following this page (pages through =) ❑ this schedule is not applicable f'nge 33 of 33 I�S�\ rl\i'fl �rCf1YY GiYllllilllYilg CYrY'ttliC.l 2017174�1 VUf.Z EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES....,.-....--... FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Compliance with Federal Law, Regulations and Executive Orders: The Sub•Reciptent (County) agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Finded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (i(i) the subcontractor shall hold the Division and Sub -Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal. State, and local laws, regulations, codes and ordinances 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards 44 G.F.R. Part 206 The Robert T Stafford Disaster Relief and Emergency Assistance Ad, public law 93- 288, as amended, 42 U.S.C. 6121 or seq., and Related Authorities FEMA Public Assistance Program and Policy Guide. 2017 (in effect for incidents declared on or after April 1, 2017) Reporting'. The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency Access to Records: it) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed, (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seat, Logo, and Flags: The contractor shall not use the DHS seal(s). logos, crests; or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, contactor, or any other party pertaining to any matter resulting from the contract Program Fraud and False or Fraudulent Statements or Related Acts; The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. exr+lgn I-1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards. The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained In (lie state energy conservation plan issued in compliance with the Energy Policy and Conserver on Act, Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause: further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole Judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the Countyincluding, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of "funding agreement' under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 4011 "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants. Contracts and Cooperative Agreements," and any iniplementtng regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions, Procurement of Recovered Materials (§200,322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule, (il) Meeting contract performance requirements, or (iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines wen site, littaps;f%w�,?!w.eppOv/smmlcomprehepsive-o�rucur Irgn- uidel%neapgc p ogram Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F,R. pit, 3000, As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F_R. § 180.005). or its affiliates (defined at 2 C.F.R. § 18o-005) are exoluded (defined at 2 C.F.R. § 180,040) of disqualified (defined at 2 C.F.R. § 180.935), (2) The contractor must comply with 2 C.F.R. pt. 180. subpart C and 2 C,F.R. pl. 3000., subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 G.F.R. pt. 180. subpart C and 2 C-F.R. pt_ 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C,F.R, P14 1801 subpart C and 2 C.F R. pl. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer, The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area frms are used whenever possible. (b) Affirmative steps must include (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources, EXHIBIT 1-? EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women''s business enterprises: (4) Establishing delivery schedules, where therequirement permits, which encourage participation by small and minority businesses, and women's business enterprises: (5) Using Ilia services and assistance, as approoriate5 of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce: and (6) Requiring the prime contractor if subcontracts are to be lel, to take the affirmative steps listed in paragraphs (1) through (5) of this section. Equal Employment Opportunity Clause (§60A,4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C,F,R, § 60-1.3 must Include the equal opportunity clause provided under 41 C.F.R. § 60-1.4, During the performance of this contract, the contractor agrees as follows. I. The contractor wilt not discriminate against any employee or applicant for employment because of race, color, religion. sex, sexual orientation, gender Identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gentler idenfily, or national origin. Such action shallinclude, but not be limited to the following: Employment, Upgrading, demotion, or transfer, recruitment, or recruitment advertising, layoff ortermination; rates of pay or other forms of compensation, and selection for training, including apprenticeshia. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 11. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation. gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicard. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information, IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workersrepresentative of the dontraGlor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shelf post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 19650 and of Ina rules, regulations. and relevant orders of the Secretary of Labor. EXHIBIT I - 3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES _ Vh The contractor wilt furnish all information and repo to reyNred by Executive Order 11248 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. Vlf. In the event of the cgntrartor's nqn-compliance with the nondiscrimination clauses of this conh'agl or with any of such rules, regulations, or orders, this contract may he canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized In Executive Order 11246 of September 24, 1965. and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law VIII. The contractor will include lho provisions of paragraphs (1) through (8) ih avary subcontract qr purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24. 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompl once: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direrlion, the contractor may request the United States to enter into such litigation to protect the Interests of the United Scales. Contract Work Hours and Safety Standards Act (40 U.S,C, 3701.3708) (over 3100,000)t Where applicable, all contracts awarded by tha solicitgr in excess o($10G,000 that involve tha employment of mechanics or laborers must include a provision for compliance with 40 U.S.C, 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 6), (1) Overtime requirements. No contractor or subcontractor contracting for any part of the conlractwork which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of fOrly hours in such workweek unless such laborer or mechanic receives compensation at a rate not less Than one and one-half limes the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (i l of this section the contractor and any subcontracts- responsible therefor shall be able for the unpaid wages, In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause at forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3) Withholding for unpaid wages and liquidated damages, The (write In the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized epresentative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contractor any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor Or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth In paragraph (2) of this section. EXHIBIT 1 - 4 ExrIIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts_ The contractor or subcontractor shall insert in any subcontraclslhe clauses se; forth n paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses In any lower tier subcontracts: The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth n paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $160,0001: Unless otherwise provided in this contract, all claims. counter -claims, disputes and other mattars in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (aver $150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S C, § 7401 of seq, (2) The contractor agrees to comply with all applicable standards. orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 of see, (3) The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office, 14) The contractor agrees to include these requirements in each subcontract exceeding 5150.000 financed in whole or in part with Federal assistance provided by FEMA, Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress.. officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient," State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on eases 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 a public entity, and may not transact business wih any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed oo the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes, Record Retention w The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. exwlat� I- s Acknowledgement of Terms, Conditions, and Grant Clauses CeftiFlcation If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be, available to the Department for review and approval. The vendor agrees to include in the subcontract Ihat (1) the suboontroclor is bound by the terms of Ills Agreement, (if) the subcontractor is bound by all applicable state and fedwai laws and regulations, and (Ili) the subcontractor shall hold the CJepartmenl and Recipient harmless against all claims of whatever nature arising out of the subcontractor's porfoemance of work under this Agreement, to the extent allowed and required by law. The recipient shall documenl In the quarterly repoil the subcontractor's progress in performing its work under this agreement, For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a nunority vendor as defined in Section 288.703, ria. Slat, bn behalf of my pnn, I acknawladge, the groni requirern¢nts identlfi¢d In Ifiis dacum¢nl. VandortContrarlor Name Fe�rr eEis iS)_earing�hio, __-__ Authorized Signature CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY L and VOLUNTARY EXCLUSION L'oniracWr Covered Transactions (I I The proepeglive subcgntractor of the Sub -recipient, GolliCr County, cerliftos, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. t3) Whero the Sub-rncipioni's subaonlraci4Us unable to certify to the above statemant, iha pr4spacflve ronlroet shall attach an explanation to this form. CONTRACTOR Rlr_,hard P, lun�76erg, F.E. Namr, andT(tle 222d Trade Center Wav Straei Atldress NaRles. FL 34109 City, .Stoic, Zip DUNS Number' Sub -Recipient Name: Collier County Boatd o(County Commissioners COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT 5 I Ill by Ve ( I Usi entahl T ( s i tlt tre I(ie Ve Idorlp " contractort either ovide 0 rev sec! slalemeilt or provide source 41GG C i lion in tcal da _S:i clisis C r..0001' wMens an el ltlir that rectivcs a c aoj. crt A: t"GtZct FNC/NC 1Z/UG;/NCI tn0ip0G r� le IS 111E 1'flIMfAFLORIDA CER11fiED U15A0VANTriGF[I, VEi LRAM Y �N Id7NOALY OR WOMEN BUSINESS ENT ERPIUSE b TUBE/NIBIFIVAIl? OR HIWL A SMALL UFlADVANIA(if 0 DOE7 Y BUSINESi RA CI'RTIFFCAOCUI F NOW, T I I E SMALL BUSINESS MBE? Y ON AI )MINISTRATION'' OR A SIRVifE DISABLEO VE IFRAN? WOE7 Y Strait BA? y AN IS TH155URMISSION A RLV15S we v IFF YES. REVISION IN B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER -WHO IS A DISADVANTAI, 'BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME IS T+ OBE, All W DE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE. VCT, SMBBA NAME SPECIALTY I (See Below) THE ACTIVITY OF THIS CONTRACT, CONSTRUCTION? Y N CO,NSl1L7A ii0N7 � N OTHER? Y N PERCENT OF CONTRACT DOLLARS Vty S�nttorc[�'uNcJA4L 5(`�• NOTE. ThislnionnaUon is used to track and t ePort antriscalei OBE or MBE pO niri pit Lion In fell In rally. funded coot ract S. IheartucipateBOBEor NH E atnol;nt ISvnlunta(v and will not beCu;ne part of the CBntrai rral talons- This Enrol rnilYl bC SUhmilted al timCtl! re,SPCnSP. tG a sWlibtat ion. IF and when Aw;u Bari a Coo ily contrarI, the prince will be asked to update, the infntma t ion flat the grant Compliance !Iles. ;FTHNItIN- . ;CODS' ''.-. _. Black AlnSn,an� Bq HiSpnl'c A;Meticdn _ WflVe Anreriwtl suacaot.A€,an Alternan Asian-Pac;Uc Ameri;an aA Ilan-rAinr,r:LY I'/GrnCn Otter: not many other roan Bs l ed D. SECTION TO BE COMPLETED 6Y COLLIER COt1NTY EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCE$ LOBBYING CERTIFICATION ITO be submitted with each bid or offer exceeding $100 000) 1'he undersigned (Conlraclorj cedi[fes, to the best of his of her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting la influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member Of Congress in connection with the awarding of any Federal contract, the making of any Federal grant: the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, arnendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2, It any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee Of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement. the undersigned shall complete and submit Standard Form- LLL,.'DisOlosura Form to Report Lobbying," in accordance with its instructions. 3, Tire undersigned shall require that the language of this certification be included in the award documeits (of all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly, This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995), Any person who fails to file the required certification shall be subject to a civil penalty of riot less than $10,000 and not more than 9100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any, In addition.. the Contractor understands and agrees that the provisions of 31 U.S.C. b 3801 et seq., apply to this certification and disclosure, if any. Forge Engineering, Inc, Contractor (Firm Name) 5ignafure o' CohiraEtcr'sAulhorizetl Official _Richard P. Lundberg. P.E, VP. Senior Principal Engineer Name and Title of Contractor`s Authorized Official Data axrtlolr �. � FORGENG-01 __ RSPI) ACORlJ UATE fMMIODNY1 0 �- CERTIFICATE OF LIABILITY INSURANCE 711712020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the POI CY(les) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the poltcy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such andorsatnonf/RI. pnooucER L.Icanse a LTuu Acontria Insurance, RLG 28 Barkley Circle Fort Myers, FL 33907 Forge Engineoring Ina PO BOX If 3040 Naplos, FL 34108 Exy,(239) 27873939 _I vM6,NoT(239) 278*4853 _MSURERLSI AFFOR01NG COVSNAGF._ ,,_ suReaA:Monroe Guaranty Insurance Company .,,.. URI n Fve Insumnco Company DI PlHshurgh, Pay19445 ___,_. INSURER E_EndUtanGC QII1CNLan SpCLlaty InsNranLa G I HIS IS IO CERTIFY THAT THE ROUGES OF INSURANCE LISTED OF.IOVV HAVE BEEN ISSUED TO THE. INSURED NAMED ABOVE FOR THE POLfCY PERItlO INDICATED, NOTWITHSTANDING ANY REQUIREMENT TERM GR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITII RI.SPEC'r TO WHICH TIIIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE. POLICIES DESCRIBED HEREIN IS SUBJECT TOAI.I. THE TERMS, EXCLUSIONSANDCONDrIONS OI SUCI i POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIDCLAIMS, INSR-AO6LSUnft - --- POLICY EFF IIIR TYPE OF INSURANCE L POLICY NUMBER LSth>IP.00YYV),.AM&TOpbyMf :� POLICY EXP _-- A X COMMERCIAL GENERAL LABILITY _LIMITS �b 1,000,000 LY tOGCURRFNC.E ctt,,Ms rnaoe X ,r u:rnR X 'GL100045205-02 51112020 ' $1112021 ETO 105,000 X EPLI$100,0001ybe , T,LEy, uF'RINiED _C MSG.c 11000,000 S,DVINivirf 45_ C IL AGOINE TE LIMYA' Et ' gLE P R ,.PERSONA _ _G'NERALAGIS EGATE f �5 0 0 2,000'OOO POLICV X rEg __ I JC i 2 000,000 PRODUS'75 COMRO AGG 4 _ OTHER 1 IEPLI DEDUCTIBLE 21500 AUTOMOBILE LIABILITY -- — —(�COMD 1Cr S f tFD I 5 11000,000 X .. iF 4 . ANY Aunt CA100013164-04 ( S11/2020 5/1/2021-_rlanuv I uI vyPo 1 5 CAN" 5,11 - - - ,FLEA 'AI10S dtY �AJI EDGILY d 1 PRY (1 doll)• S X WN A 05 GNIv ),\t)IO.i DII * H eT �a rJ n�A4 AGf -... 6 ..... - PIP _. .s.. 10,000 —C I X -- ..---« UMBRELLA LIAR X (Cl C Uri - 2 000,000 F. C 1 OC I/RRENI;E LS iE%cEss IIAB CLAIMS MnoEl IEBU05156fi889 5/112020 5/112021 2,000,00g X 100001 AG,REG,IE 5 - Dlo L Er RCli5 D COMP NSAIOTNt' K PER 5 IWORKERS LIA ST tTII(C Atr PROPRIETOR A,21 IEui.ExLc/ IF YIN -UB-7N193879.20.47-G br1/2020 511/2021 t i p00,000 F LFR'A M CSfI ILiEh2 N .NIA a �f ! FL EACH ALrID,�Nr i1 t ryrla • IOrSCM ET DISEASE EAE1UTT0YEEZS 10 0003000 yy PIOe T 3 LRArryiS'1 o EL LO ESL -POLICY IMI t 5 110000OOQ B Property ',CFT00045204-UZ 1 61112020 _ 6/112021 ,BPP !-- 893,413 E -Professional Liabili DPL30001255400 9/26/2019 9/26/2020 ',Per OCC 2,000,000 410003000 { DESCRIP TION OF QPZRATIO14SO LOCATIONS I VEHICLE S IACORD 101, Additional Rom As Sthdelo, may be attached it Moro Ilium IN ron„irr,dl� Professional Liability: 52,000,000 Per Claim / $4,00%000 Aggregato / $25,00D Retention Collier County Board of County Commissioners Included as an additional insured undorthe captioned Commercial General Liability and Automobile Liability Policies on a primary and non•conlribufory basis if and to the extent required by written contract. COLLIER COUNTY PROFESSIONAL SERVICES LIBRARY: TESTING CATEGORY 18.7432,7E 6HOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 TanTlami Trail E. Naplos, FL 34112 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) ©1988 2015 ACORD CORPORATION All rights reserved. The ACORD name and logo are registered marks of ACORD