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Backup Documents 02/13/2024 Item #16E 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 E 3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO RECEIVED THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATU'_ Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the s. ' n6P24 Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Risk Management Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the Coun Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 27 I5-/zL 2. County Attorney's Office County Attorney Office �A a �� �J 4. BCC Office Board of County '( l/ Commissioners t2Y rOffice 4. Minutes and Records Clerk of Court's 1.14 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above may need to contact staff for additional or missing information. Name of Primary Staff Vanessa Diaz/Procurement Contact Information 239-252-8947 Contact/Depat tment Agenda Date Item was February 13, 2024 Agenda Item Number 16.E.3. Approved by the BCC Type of Document Assumption Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 14-6345,18-7432-CE,18- Bowman Gulf number if document is 7432-UP,18-7432-SM, Coast LLC dba to be recorded 20-7806,20-7802,21- 7900 Hole Montes, a Bowman Gulf Bowman Coast LLC dba Company Hole Montes, a Bowman Company INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be VM signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-throughs and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the VM document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VM signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney's Office at the time the item is input into SIRE. Some documents are time-sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on War-and all changes made during the N/A is not meeting have been incorporated in the attached document. The County Attorney's 50. fry an option for Office has reviewed the changes,if applicable. 2 13)2 y this line. 9. Initials of attorney verifying that the attached document is t$ie version approved by the N/A is not BCC,all changes directed by the BCC have been made, and the document is ready for the c / an option for Chairman's signature. this line. 3 E3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 1 3t�, of Fthrc ar , 2024 by and between Bowman Gulf Coast LLC d/b/a Hole Montes, a Bowman Company ("Bowman Gulf Coast") and Collier County, a political subdivision of the State of Florida("County"), (collectively the "Parties"). WHEREAS, on July 7, 2015 (Agenda Item No. 16.C.6), the County awarded Agreement No. 14-6345,"Construction, Engineering and Inspection(CEI) Services for the Wastewater Basin Programs," to Hole Montes, Inc. ("Hole Montes"), which is attached hereto as Exhibit "A-1" ("Agreement No. 14-6345"); and WHEREAS, on February 25, 2020 (Agenda Item No. 16.E.7) the County awarded Agreement No. 18-7432-CE,"Professional Services Library Civil Engineering Category,"to Hole Montes, which is attached hereto as Exhibit"A-2" ("Agreement No. 18-7432-CE"); and WHEREAS,on April 28,2020(Agenda Item No. 16.E.8)the County awarded Agreement No. 18-7432-UP,"Professional Services Library-Utility Plants Design and Engineering,"to Hole Montes, which is attached hereto as Exhibit"A-3" ("Agreement No. 18-7432-UP"); and WHEREAS, on September 8, 2020 (Agenda Item No. 16.E.4) the County awarded Agreement No. 18-7432-SM, "Professional Services Library- Survey and Mapping Category,"to Hole Montes, which is attached hereto as Exhibit"A-4" ("Agreement No. 18-7432-SM"); and WHEREAS, on June 8, 2021 (Agenda Item No. 16.G.1) the County awarded Agreement No. 20-7806, "Airport Improvement Program (AIP) Professional Services for Airports (FAA Funded),"to Hole Montes,which is attached hereto as Exhibit"A-5"("Agreement No. 20-7806"); and WHEREAS, on September 14, 2021 (Agenda Item No. 16.G.1) the County awarded Agreement No. 20-7802, "Grant-Funded General Professional Services for Airports, to Hole Montes, which is attached hereto as Exhibit"A-6" ("Agreement No. 20-7802"); and WHEREAS, on April 12, 2022 (Agenda Item No. 16.A.24) the County awarded Agreement No. 21-7900, "Design Services for Stormwater Improvements for the BCG&C/CCN Areas," to Hole Montes, which is attached hereto as Exhibit "A-7" ("Agreement No. 21-7900"); and WHEREAS, all the above-referenced Agreements are collectively referred to herein as "the Agreements"; and WHEREAS, on May 22, 2023, Hole Montes, Inc. merged with and into Bowman Gulf Coast with Bowman Gulf Coast being the surviving entity of the merger as documented in the Articles of Merger and Agreement and Plan of Merger filed with the State, and attached hereto as Exhibit"B;" and Page 1 of 13 Assumption Agreement C,A� 16 E3 WHEREAS, Federal Contract Provisions and Assurances shall apply to Agreement Nos.18-7432-CE, 18-7432-UP, 18-7432-SM, 20-7806, and 20-7802 and shall take precedence over the terms of those Agreements, as reflected in attached Exhibit"C"; and WHEREAS, Bowman Gulf Coast, hereby represents to Collier County that by virtue of the merger it is the successor in interest in relation to the Agreements; and WHEREAS,the Parties wish to formalize Bowman Gulf Coast's assumption of rights and obligations under the Agreement effective as of the date first above written. 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 is hereby acknowledged by the Parties, it is agreed as follows: 1. Bowman Gulf Coast accepts and assumes all rights,duties,benefits,and obligations of Hole Montes under the Agreements, and subsequent amendments executed under the Agreements, including all existing and future obligations to perform under the Agreements. 2. The parties hereby reaffirm and ratify each of the terms and conditions in the Agreements. 3. Bowman Gulf Coast will promptly deliver to County evidence of insurance consistent with the requirement of the Agreements. 4. Bowman Gulf Coast will promptly notify the County of any changes required to Key Personnel or Qualified License Professional identified in the Agreements. 5. Further supplements to, or modifications of, the Agreements shall be approved in writing by both parties. 6. Notice required under the Agreements to be sent to Bowman Gulf Coast shall be directed to: Bowman Gulf Coast LLC d/b/a Hole Montes, a Bowman Company 950 Encore Way Naples, Florida 34110 Attention: Robert Mulhere, Senior Vice President Phone: (239) 254-2000 Email: Rmulhere@bowman.com 7. The County hereby consents to Bowman Gulf Coast's assumption of the Agreements in order to continue the services provided under Agreement Nos. 14-6345, 18-7432- CE, 18-7432-UP, 18-7432-SM, 20-7806, 20-7802, and 21-7900. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Bowman Gulf Coast as it would have Hole Montes for all purposes under the Agreements. Except as provided herein, all other terms and conditions of the Agreements remain in full force and effect. Page 2 of 13 Assumption Agreement CAO 16 E3 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: K. Kinzel, Clerk& Comptroller BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA • • Byt By: At t as to Chairman's , Deputy Clerk kris Hall, Chairm sicinture only. Approved as to Form and Legality: \siBy: _ P� Scott R. Teach, Deputy County Attorney Page 3 of 13 � Assumption Agreement 16E3 Company's Witnesses: Bowman Gulf Coast LLC d/b/a Hole Montes, a Bowman Company pi Jill,0-41( First Witness By: Signature ti20rc.in , 1),ttn O ice„ /1�� J /` /4-/-5E Z INType/print witness name T Type/print name and title T Secohd Witness t-t'A"k1✓111% Ka v T Type/print witness name T Page 4 of 13 Assumption Agreement CAO 16 E3 Exhibit"A-1" Agreement No. 14-6345 "Construction, Engineering and Inspection(CEI) Services for the Wastewater Basin Programs" TO FOLLOW THIS PAGE Page 5 of 13 Assumption Agreement CAO 6 E3 Contract# 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this Z'4' day of _Ju (,( , 20� by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Hole Montes, Inc., authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL 34110 (hereinafter referred to as the "CONSULTANT"). WITNESS ETH: WHEREAS, the OWNER desires to obtain the professional Construction Engineering and Inspection (CEI) Services of the CONSULTANT concerning the Wastewater Basin Programs [MPS 306 Basin] (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services". which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 I6E3 ' ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Construction Engineering and Inspection (CEI) services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Ronald Benson, a qualified licensed professional, to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by 2 16E34 the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida. as well as in accordance with all applicable laws, statutes, 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)-(d) and (3)) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 3 i6 E3 (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request. the public agency shall enforce the contract provisions in accordance with the contract. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or 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. 4 s _1� 16 E3 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9. As directed by OWNER. all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD 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 OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as 5 f. 16E3 indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.2. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports. design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 6 16 E3 2.4. Providing renderings or models for OWNER'S use. 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals: and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit 6 E3 instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect. or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder: (b) The time the CONSULTANT is obligated to commence and complete all such services: or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations: (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project: (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and 8 6E3 (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. The period of service shall be from the date of Board approval of this Agreement through twenty (20) years from that date, or until such time as all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed. 4.2. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with Schedule defined in each Notice to Proceed. Time is of the essence with respect to the performance of this Agreement. 4.3. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires. floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.4. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. c i6 E3 CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.5. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.6. In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. 10 16E3 ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings. plans. MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data. other than working papers. prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during 11 I6 E3 the five (5) year period noted above. or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law. CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 12 16E3 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this 13 ib E3 Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate. the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship 14 16 E3 between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section. for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws. ordinances, regulations or other codes of conduct. or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT 15 16E3 provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended. the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt 16 16E3 Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs 17 16E3 supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners Collier County Florida Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407; Fax: 239-252-6480 18 6E3 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid. addressed to the following CONSULTANT'S address of record: Hole Montes, Inc. 950 Encore Way Naples, FL 34110 Phone: Telephone: 239-254-2000: Fax 239-254-2098 Attn: Ronald Benson, Senior VP 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver. suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 19 16E3 17.6. This Agreement. including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts. each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9, The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE (To be subsequently, provided with each Notice to Proceed.) Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 14-6345 Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs Terms and Conditions Consultant's Proposal 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 20 i6 E3 services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person. other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company. corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage. gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold 21 16E3 amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties. the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 22 6 E 3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Construction Engineering and Inspection (CEI) Services Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA. Dwight E. Brock, Clerk By: 3O.‘" .1111.1 Date: aiv 1'1tic By: / ej, rce 1 Attest as to Chairman's Tim Nance, Chairman signature only. Approved as to Form and Legality: �- J., 6---, Assistant unty Attorney �10.1 ' C.O.. Name i Hole Montes, Inc. 4 di/ By: 1 Witness »4,1 9 w•scwArirr go►1tt,d . ti�.e.✓t5 6-/. �, . Name and Title see. PPw- trice. Name and Title , ,)., .„,,,,, ,k,.5.7, Witness . 1 'Kra- me and Title j„^,4,,,-. . .s: -. 23 r C.9 16E3 Contract # 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] SCHEDULE A SCOPE OF SERVICES Construction Engineering and Inspection Services Consultant's inspectors shall observe regular construction and testing activities related to the Program as directed by the Project Manager, including rehabilitation work. Construction/testing reports and pictures of construction will be prepared daily in the field with approved electronic devices (Laptop PC or tablets) on the day the construction activity takes place by the Construction inspector. All construction documentation will be provided no later than 7 PM of the day work took place via electronic E-mail to the project manager and designated recipients. A hard copy will be kept in the Consultant's project file. Travel time to or from the work site will not be compensated. Additional hours outside of the normal work day are to be compensated for at the standard hourly rate as included in the contract schedule. Once a project begins, all changes to staffing are to be approved by Collier County. Changes to personnel will not result in additional compensation to acclimate staff to the project. All staff will be required to undergo a County background check and maintain a County identification badge during the contract period at the firm's expense. Consultant's inspectors and their alternates should be certified for Class II Asbestos Work (8 hour OSHA course) and keep the certification current thru the entire construction project. The CEI services will include the following tasks: Task 1.0 — Construction Observation and Documentation Task 2.0 — Construction Inspector and Project Oversight Task 3.0 —Additional Services Task 1.0 — Construction Observation and Documentation The Consultant's construction inspector (or activity observer) will provide the services outlined below. 1.1 — Construction/Testing Observation — The construction inspector will conduct on-site observations and inspections of all construction/testing activities on the Project on a full or part time basis unless directed otherwise by the project manager to ensure that all work is completed in accordance with the Contract Documents. The Construction Inspector will inform the project manager and the on-site superintendent of the construction/testing contractor of any concerns related to conformance of the work with the Contract Documents (a concern or an Issue) as an attempt to resolve any concern or issue on-site. If the concern or issue is not immediately resolved in the field, the Construction Inspector shall inform the Engineer of Record (EOR) and the project manager in writing about the concern or issue within eight (8) business hours, but not more than one (1) business day after the discovery of any concern or issue. The EOR will be responsible for investigating the concern or issue and resolving the same through a written directive to the construction contractor and so inform the project manager and the Construction A-1 16E3 Inspector in writing. This protocol will be initiated any time the Construction Inspector becomes aware of any construction that is unsatisfactory, faulty or defective, does not conform to the Contract Documents. does not meet the requirements of any inspections, tests or approval required to be made, or has been damaged before final payment. The Construction Inspector will maintain a separate Issue Resolution Log documenting any issue or concern that is conveyed in writing to the EOR, including the written directive resolving the issue or concern. 1.2 - Log and Construction Documentation — The construction inspector will prepare a daily log with pictures recording activities and details related to the work on a form approved in advance by the project manager. Information will be recorded in the log when at the Project Site. Log entries will record all relevant aspects of the construction observed while on site including, but not limited to: construction crew (labor) details, equipment used, materials used, compliance testing and inspection performed, weather, temperature, site conditions, trench conditions, backfill material used, dewatering methods, compaction methods, location of the work, and all other details related to the Work. The log will reference the digital photographs and or video taken with appropriate file names and file locations. In addition to the construction details, the daily log will contain information related to: time and hours on the job site, weather conditions. data pertaining to questions of quantities of materials used, extras or deductions, list of visiting officials and representatives of manufacturers. fabricators, suppliers and distributors, observations in general and specific observations in more detail as in observing test procedures, conformance inspection of materials and fittings, name plate data for equipment and material installed, customer service field log, and other information requested by the project manager. Logs, photograph files and other construction documentation will be provided to the project manager by the Construction inspector on a daily basis in an electronic file via E-mail, on a digital CD only if requested by the project manager and a printed copy to be maintained on the project site in the inspector's trailer. All daily reports shall be prepared in the field. 1.3 — Photographic and Video Record — The Construction inspector will provide a comprehensive digital photographic record of all construction activities related to the Project. The digital file names will be referenced in the log along with a brief description of the photograph, the date and time of the photograph and the name of the photographer. The digital files will be transferred via E-mail to the project manager on a daily basis, to a digital CD if requested by the project manager, and submitted on a daily basis along with the construction documentation. The photographs may be electronic sent via E-mail to the project manager on a daily basis. If requested by the project manager. pictures will be printed in high resolution color. two captioned photos per 8 1/2" x 11" sheet, printed one side only. The prints if requested will be provided to the project manager when needed. If requested by the project manager. video will be provided in digital format on DVD bi-weekly. 1.4 - General Coordination — The Construction inspector will coordinate all activities related to the Project between the construction contractor, the EOR and the project manager. The Construction inspector will oversee substantial and final completion inspections, and prepare and maintain the punch list, including follow-up inspections to ensure that punch list items are corrected and/or completed. Coordination may also include, at the project manager's direction, coordination with the County Utilities Department for testing and construction of required connections to existing facilities. The Construction Inspector will also coordinate, as directed by the project manager, with residents, business owners, and the general public. The County reserves the right to remove any Construction Inspectors from a project at any time for failure to adhere to County policies and procedures. A-2 16 E3 1.5 - Observe Regulatory Agency Inspections — The Construction Inspector will accompany visiting inspectors representing any regulatory agencies having jurisdiction over the Project and will record all discussions and the outcome of these regulatory inspections in the logs. The Construction Inspector will always notify the project manager prior to any such inspections. 1.6 - Construction Progress Meetings — The Construction Inspector will coordinate bi-weekly progress meetings chaired by the project manager, attended by the construction contractor to review project status and identify issues that may affect the Project. The Construction Inspector will prepare a DRAFT Agenda at least two (2) business days in advance of the each meeting and issue written meeting notes identifying a summary of the discussion, conclusions and any risks that have been encountered or are expected within two (2) days after the meeting to the project manager, EOR, and the construction contractor. 1.7 - Substantial Completion Inspections — The Construction Inspector will conduct substantial completion inspections when requested by the construction contractor and the EOR recommends that the work is sufficiently complete to warrant a substantial completion inspection. During the substantial completion inspection the Construction inspector will prepare a punch list of items requiring completion or correction to the satisfaction of the EOR and the project manager. The Construction Inspector will be responsible for maintaining the punch-list and issuing updates to the punch-list on a weekly basis. The Construction inspector will coordinate and participate in the final walk-through to ensure that the punch-list items are completed to the satisfaction of the EOR and the project manager. All services related to the Substantial Completion Inspection shall be provided in writing and pictures to the project manager for the Project. 1.8 — Final Completion Inspection - Upon the request of the construction contractor and concurrence of the EOR and the project manager, the Construction Inspector will conduct final inspections of portions of the project, as they are finished to determine if construction has been completed in accordance with the Contract Documents and the construction contractor has fulfilled all obligations therein. Based on the results of the final inspection, the EOR, project manager, and the Construction inspector will judge the work complete or not complete. If the work is judged complete, the Construction Inspector will issue a "notice of final acceptance and recommendation for final payment". If the work is judged not complete, the Construction inspector will issue written instructions to the construction contractor identifying the work judged not complete. Upon provision of the construction contractor evidence or assurance that the deficiencies noted above have been corrected or completed, a second final inspection will be scheduled to verify that the outstanding issues have been resolved and the Construction inspector can issue a "notice of final acceptance and recommendation for final payment". All services related to the Final Completion Inspection shall be provided to the project manager of the Project. 1.9 — Final Construction Certification — Upon issuance of a "notice of final acceptance and recommendation for final payment" the Construction inspector will provide a signed and sealed certification by a professional engineer of the EOR in responsible charge of the work provided by the Construction inspectors stating that the "Project has been completed by the construction contractor in accordance with the Plans and Specifications of the Contract Documents as amended by the Engineer of Record". All services related to the Final Construction Certification shall be provided to the project manager of the Project. A-3 1 6 E 3 1.10 - Public Information Web Site — The county may elect the selected consultant to provide weekly project update on a project specific web site in order to advise the public of a project's progress and upcoming construction activities. TASK 2.0 — Construction Inspector and Project Oversight 2.1 - General Management and Oversight — The Construction inspector will provide support services customarily related to the construction observation and inspection of similar projects including, but not limited to the following: a. Participate in a pre-construction meeting with the project manager, EOR, and the general contractor. b. Participate in other meetings as described or implied herein. c. Review and verify correctness of the construction contractor's monthly applications for payment and accompanying data and recommend approval of payments due to the construction contractor. The Construction inspector's recommendation of any payment requested in an application for payment shall constitute a representation by the Construction inspector to the project manager as an experienced and qualified professional, that based on Construction inspector's onsite observations and inspections of construction in progress, that the construction quantities in the applications for payment accurately reflect the progress of the work and that the work is constructed in accordance with the Contract Documents. The Construction inspector will process pay requests in accordance with the Florida Prompt Payment Act. All incoming pay requests processed by the Construction inspector shall be mechanically stamped with the date received. d. The Construction inspector will review the monthly updates to the construction schedule prepared by the construction contractor and provide written comments to the project manager and EOR. e. The Construction inspector will provide such field testing and verification that all materials, equipment and supplies installed or utilized on the Project are in full accordance with the Contract Documents and approved Shop Drawings provided by the EOR. f. Within one week after the construction contractor notifies the EOR and the project manager that the Work on the Project is substantially complete in accordance with the Contract Documents, the Construction inspector will provide a signed and sealed certification by a professional engineer registered in the State of Florida, that the Work was done under his supervision and performed in accordance with the Contract Documents, including all approved shop drawings and change orders except as noted. 2.2 — Coordination of Shop Drawings, Contract Interpretations and Clarifications — The Construction inspector will coordinate with the design engineer (EOR) regarding the issuance of interpretations and clarifications of Contract Documents during construction. The Design Engineer (EOR) shall be responsible for technical review and decisions regarding interpretation A-4 1 6 . and clarification of Contract Documents. The Construction inspector shall coordinate the Design Engineer's (EOR) decisions and responses with the construction contractor. 2.3 - Monitor Project Records — The Construction inspector shall monitor all required Project records, including but not limited to delivery schedules, inventories and construction reports. 2.4 — As Constructed Field Drawings — The Construction inspector shall maintain red pencil "mark-up" notations and sketches on full size construction plans that reflect the actual details of constructed facilities. These Constructed Field Drawings will be used by the Construction inspector to validate the "As Built" documentation provided by the construction contractor. The Construction inspector will notify the project manager, FOR and the construction contractor of any differences in the documents maintained by the general contractor and the Construction inspector on a weekly basis for resolution by the EOR. 2.5 — Start-up and Re-commissioning Support — The Construction inspector will assist the project manager, the EOR, and the construction contractor during start-up of each segment designated for Beneficial Use by the EOR and project manager, including but not limited to signing off on regulatory permits and general coordination between the EOR, project manager, and construction contractor. 2.6 - Asset Management Information — Provide asset management information of the constructed infrastructure in a format specified by Collier County. Task 3.0 — Additional Services 3.1 — Additional Services (only as authorized in writing) —In accordance with the contract or purchase order, in the event that other services may arise during the course of the work, but were not envisioned as part of the original or amended scope of work; Engineer shall submit a proposal to perform Additional Services prior to the performance of the work. The proposal shall include the specific services to be performed, time to complete, compensation, and an explanation as to why the services were not previously envisioned as part of the scope of work. The proposed Additional Services must be approved by the project manager in writing in advance of performance of said Additional Services. Failure to notify the project manager in writing of Additional Services shall be deemed a waiver of any claim by the Engineer that such services were Additional Services. Written authorization from the project manager will be required for any charges that exceed the predetermined upper limit. A-5 16E3 Contract# 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment. CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Corinne Trtan, 3339 East Tamiami Trail, Suite 303, Naples, FL 34112, (239) 252-4233. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, all in accordance with and not in excess of the rates set forth in the Attachment Ito this Schedule B B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. 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 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, B-1 16 E3 equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3. 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 limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that. with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B-2 i6E B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat.. or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the OWNER. B-3 ibE3 Contract# 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] SCHEDULE B Attachment I Title Standard Hourly Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer I $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 Technician $ 72.00 Surveyor and Mapper $ 120.00 CADD Technician $ 81.00 Survey Crew— 2 man $ 130.00 Survey Crew— 3 man $ 161.00 Survey Crew— 4 man $ 189.00 Senior Architect $ 154.00 Architect $ 121.00 This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and the firm as needed for the Project. END OF SCHEDULE B. B-4 Ib E3 Contract# 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in D-1 16E3 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 OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of D-2 16E3 the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? _X Yes No (1) 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 (check one, if applicable) x S500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable x Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable _X_ Not Applicable D-3 16 E COMMERCIAL GENERAL LIABILITY Required by this Agreement? X_ Yes No (1) 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 maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products/Completed Operations Aggregate $300.000 Personal and Advertising Injury $300.000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products/Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 _X General Aggregate $2,000.000 Products/Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) 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 D-4 16 E3 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. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) 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. Applicable X Not Applicable (7) 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. Applicable _X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? _X_ Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: D-5 16 E3 Bodily Injury & Property Damage - $ 500,000 X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) 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. (2) 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. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate _X_ $1,000,000 each claim and in the aggregate S2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. D-6 16 E3 (3) 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 OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, 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 OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER 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 OWNER. VALUABLE PAPERS INSURANCE (1) 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. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'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 D-7 i6E3 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 OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER 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. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D-8 16E3 Contract# 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, Inc. 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 Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Program [MPS 306 Basin] are accurate, complete and current as of the time of contracting. Hole Montes, Inc. BY: /KA `/7__ TITLE: Sr. . c.c_ Prig, DATE: &I 2-q I 1 C E-1 i6 E3 Contract# 14-6345 "Construction Engineering and Inspection (CEI) Services for the Wastewater Basin Programs" [MPS 306 Basin] SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Additional subconsultants and subcontractors may be added to this Agreement as needed for the project requirements in accordance with Schedule B. Title Personnel Category Ronald Benson Principal David Schmitt Project Manager Byron Taylor Project Manager Clifford Pepper Quality Assurance F-1 16E3 EXHIBIT A-1 Contract Amendment# 1 to Contract#14-6345 "Construction Engineering and Inspection(CEI)Services for the Watewater Basin Programs [MPS 306 Basin]" This amendment, dated kereyrker l5,2016 to the referenced agreement shall be by and between the parties to the original Agreement, Hole Montes, Inc., (to be referred to as "Contractor") and Collier County,Florida, (to be referred to as"Owner"). Statement of Understanding RE: Contract # 14-6345 - "Construction Engineering and Inspection (CEI) Services for the Watewater Basin Programs [MPS 306 Basin]" In order to continue the services provided for in the original Contract document referenced above, the Contractor agrees to amend the Contract, retroactive to the original Board approval date, as per the following and incorporated herein by reference or by the modified language below. Change#1:Amend Contract page 9 as follows: 4.2. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon the issuance of an Purchase Order from OWNER for all or any designated portion of the Project and shall be performed in accordance with the Scope of Work described in the CONSULTANT'S proposal. and Change#2: Amend Contract page 20 as follows: 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Note: Language deleted has been struelE-threugh. New language has been underlined and bolded. All other terms and conditions of the agreement shall remain in force. Page 1 of 2 t6E3 (Signature page to follow) IN WITNESS WHEREOF,the parties hereto,have each,respectively, by an authorized person or agent,have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIE COUNTY, FLORIDA Dwight r Brock, Clerk of Courts By 11a M r. C By: 411414 Donna Fiala, Chairman ISitec0'tt han Ian's sjj atUrr.Only Hole iviontes, Inc. Contractor By: irst Witness Signature �} vtA,1d ( .e mot.S p.,vtip w. scMtit tT r o TType/print witness nameT TType/print signature and titleT s�.. V Se and Witness 4, Rgb tleu.Eiu TType/print witness name?' A roved asloporL gality: -2k ibtant County Attorney Print Name Page 2 of 2 16E3 , Exhibit"A-2" Agreement No. 18-7432-CE "Professional Services Library Civil Engineering Category" TO FOLLOW THIS PAGE Page 6 of 13 Assumption Agreement CAC) 16E3 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) n CCNA U N1 CNA Contract# 18-7432-CE for "Professional Services Library Civil Engineering Category THIS AGREEMENT is made and entered into this pl5 day of 14 C1 , 20 a) by and between the Board of County Commissioners for Collier County, Florid , a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Hole Montes, Inc. authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL 34110 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and n 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 Term Continuing Contract 2017.009 Ver.1 i6 E3 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. UI 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 Contract 2017.009 Ver.1 6E3 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. 1.7. 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 Contract 2017.009 Ver.1 tt1 O 16E3 1.12. The CONSULTANT designates David W. Schmitt, 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 laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 16E3 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.1 C�i.1 16 E3 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 (i.e. right-of-way- ROW, centerlines-CL, edge-of-pavement-EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through 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. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 16E3 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 16E3 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 Fixed Term Continuing Contract 2017.009 Ver.1 n (4 0 16 E3 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. ICI 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 PSA Fixed Term Continuing Contract 2017.009 Ver.1 (4U 16E3 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 Fixed Term Continuing Contract 2017.009 Ver.1 16 E3 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 Term Continuing Contract 2017.009 Ver.1 16E3 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 1 6 E 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.1 (-A« 16E3 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. n 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 PSA Fixed Tenn Continuing Contract 2017.009 Ver.1 1 6 E 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: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: (239) 252-2667 E-Mail(s): Evelyn.Colon@colliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 16E3 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: Hole Mantes, Inc. Address: 950 Encore Way Naples, Florida 34110 Authorized Agent: David W. Schmitt, VP Attention Name & Title: Telephone: (239) 254-2000 E-Mail(s): DavidSchmitt@HMeng.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. 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 termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 16 E3 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: Grant Provisions &Assurances Solicitation # 18-7432-CE , including all Attachment(s), Exhibit(s) and Addendum/ Consultant's Proposal 17.10. U 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 (MI ) 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. Ltd 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.1 0 16 E3 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 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. Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l CAC? 1 6 E 3 ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page 19 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CAO 16 E . IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Courts & Comptroller By: (1 / By: Ae4-#......."1-41 . Date: a --a1 O Burt L. Saunders , Chairman attest as to Chairman's signature only. A. . e•ed as to F an Legality: iiP i/ 4-411•L--- Da ck v County Attorney < Lti— O2 A "L Name Consultant: Consultant's Witnesses: I/Ole Mon fr)I In L. /1111641 By: ieritnes --��^^ ✓r, par1n IN sC-J1t4ITT latec frejfd -ei-u Na and Title S.% V. P. Name and Title Witness 1 : Kr ccl t 4r,t i. )of I ,`-e�.�,3 • Name and Title Page 20 of 33 ‘ PSA Fixed Term Continuing Contract 2017.009 Ver.l 7® 16 E3 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)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 Scope of Work: As detailed in the attached proposal and the following: • * Task I* Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): ONegotiated Lump Sum (NLS) DLump Sum Plus Reimbursable Costs (LS+RC) OTime&Material (T&M) (established hourly rate—Schedule A) []Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. TaskI $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director Date APPROVED BY: type name,Department Head Date By the signature below,the Finn(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Finn has a potential conflict have been fully disclosed. Additionally,the Firm 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 Term Continuing Contract 2017.009 Ver.l CAO 16E3 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 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 issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.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. 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 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 CONSULTANT's 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"'aches" 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.1 I6E3 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. 0 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. ■ 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 fora 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 Fixed Term Continuing Contract 2017.009 Ver.1 CA 0 16 E3 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 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 Ver.1 CA 0 16E3 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. 5.3.3.4. 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. 5.3.4. 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 Fixed Term Continuing Contract 2017.009 Ver.1 16E3 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $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 task(s) 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. ■ Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Cop 16E3 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.1 6f) 16 E3 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? n Yes I I No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes •i No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? Yes ■ No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? Yes U 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 Term Continuing Contract 2017.009 Ver.1 (1q(),_,/ 16 E3 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 n No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? Yes II No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? IIIII Yes No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Yes 1111 No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 (AO I6E3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? I I Yes U No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? Yes n No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event 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 PSA Fixed Term Continuing Contract 2017.009 Ver.I 16 E3 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 Fixed Term Continuing Contract 2017.009 Ver.1 16E3 ❑ this schedule is applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, 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 Civil Engineering Category "project is accurate, complete and current as of the time of contracting. BY: l9fWO hi• SC-I Ir) TITLE: Vi c t �/dt-sivF i f DATE: d/ 77 /ZOzo Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l ibE3 SCHEDULE E Other: Grant Provisions &Assurances (Description) 1 9 III following this page (pages through ) this schedule is not applicable I". LFFL kl Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 i;_. I t" 16E3 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: o 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 16 E3 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 In the event that the Countyterminates this Agreement, County shall be sole judge of non-performance. 9 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 a re EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for 9 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-guideline-cpg- program 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 (r7,{r,, 16 E3 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: 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. Ill. 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. EXHIBIT I-3 \`L{}) 16E3 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. EXHIBIT I-4 CAO 16E3 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 li 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. EXHIBIT I-5 ,A r) 16E 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 Hole Montes, Inc. Date 12/07/2018 Authorized Signature David W. Schmitt, P.E.-Vice President EXHIBIT I-6 7)0 16E3 4 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 Hole ontes, Inc. By: 026 Signature David W. Schmitt, P.E.-Vice President Name and Title 950 Encore Way Street Address Naples, FL 34110 City, State, Zip 59-1518838(Federal TIN) DUNS Number Sub-Recipient Name: Collier County Board of County Commissioners EXHIBIT I-7 ( () 16 E3 � Hole Montes, Inc. is not a Minority Business Enterprise (MBE). EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifable statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME END NUMBER CONTRACT DOLLAR AMOUNT IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN y N IS THE ACTIVITY OF THIS CONTRACT... MINORmiOR WOMEN BUSINESS ENTERPRISE? DBE? Y N CONSTRUCTION? Y N (DBE/hiBE/V1BEJ OR HAVE A SMALL DISADVANTAGED BUSINESS SA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y N CONSULTATION? Y N ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE? Y N OTHER? Y N SDB BA? Y N 15 THIS SUBMISSION A REVISION? Y N IF YES,REVISION NUMBER B. 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 DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBM[ITER DATE TITLE OF SUBMITTER EMAIL ADDRESS Of PRIME(SUBMErTER) TELEPHONE NUMBER FAX NUMBER NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts-The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation.If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. Mad(American BA Hispanic American HA NativeAmerimn NA Subcont-Asian American SAA Asian-PadficAmerinn APA Non-Minority Women NMW Other not of any other group listed o D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT B(IPB/RFPorPO/RED) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT 1-8 16 E3 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.C. § 3801 et seq., apply to this certification and disclosure, if any. Hole Montes, Inc. Contractor(Firm Name) D c mitt, P.E. -Vice President Signature of Contractor's Authorized Official David W. Schmitt, P.E. -Vice President Name and Title of Contractor's Authorized Official 12/07/2018 Date EXHIBIT I-9 DocuSign Envelope ID:FC8F832D-008E-43F9-9474-78F58DE28A2F 16 E3 FIRST AMENDMENT TO AGREEMENT#18-7432-CE FOR PROFESSIONAL SERVICES LIBRARY-CIVIL ENGINEERING CATEGORY THIS AMENDMENT, made and entered into on this 6/1/2020 (date), by and between Hole Montes,Inc. (the"Consultant")and Collier County,a political subdivision of the State of Florida,(the "County"): WHEREAS,on February 25,2020(Agenda Item 16.E.7),the County entered into an Agreement with Consultant for professional coastal engineering services to be used by County departments; and WHEREAS, the parties desire to amend the Agreement to revise Article One, Consultant's Responsibility, Section 1.3 with modified language. NOW,THEREFORE,in consideration of the mutual promises and covenants herein contained, it is agreed by the parties as follows: Words Struck Through are deleted; Words Underlined are added * * * * * ARTICLE ONE CONSULTANT'S RESPONSIBILITY * * * * * 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 agreed upon by the parties . // Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. * * * * * Page 1 of 2 First Amendment to Agreement# 18-7432-CE 9 DocuSign Envelope ID:FC8F832D-008E-43F9-9474-78F58DE28A2F 16 E3 IN WITNESS WHEREOF,the parties have executed this First Amendment on the date and year first written above by an authorized person or agent. BOARD OF COUNTY COMMISSIONERS CONSULTANT: COLLIER COUNTY, FLORIDA Hole Montes, Inc. t DoeuSign.d by: Hfyy(44 DoauSign.d by: By: ce279o`.a4rs... ri9~41?l15'cI..N.d Y' Sandra Herrera By: 0F202E1CCOMCF.. Procurement Services Division Signature 6/1/2020 David w Schmitt TDate Signedt TFull Namet vice President TTitleT 5/30/2020 TDate SignedT 16gpDoeuSlgn.roved d by as:to Form and Legality: Authorized Signatory Scow .2. (lima. nouoss�iaaauc,ai a... County Attorney Scott R. Teach 6/2/2020 Print Name Page 2 of 2 First Amendment to Agreement# 18-7432-CE CAC) 16E3 Exhibit"A-3" Agreement No. 18-7432-UP "Professional Services Library - Utility Plants Design and Engineering" TO FOLLOW THIS PAGE Page 7 of 13 Assumption Agreement CAO PROFESSIONAL SERVICES AGREEMENT 1 6 E 3 ' (FIXED TERM CONTINUING CONTRACT) ❑■ CCNA I I -GSA Contract# 18-7432-UP for "Professional Services Library Utility Plant/Remote Site Engineering THIS AGREEMENT is made and entered into this day of Apr t t, , 20 20 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Hole Montes, Inc. authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL 34110 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT'S services expeditiously when a need arises in connection with a Collier County project; and n 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 1111 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 Term Continuing Contract 2017.009 Ver.2 16 E3 ' " 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. n (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 32 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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. 1.7. 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 Contract 2017 009 Ver.2 (;Ace 16 E3 1.12. The CONSULTANT designates David W. Schmitt, 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 laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 t A(? 16 E3 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 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 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 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 ROW, centerlines- CL, edge-of-pavement- EOP, (i.e. right-of-way common namingconventionsg y etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 1 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. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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, Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 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. 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 Fixed Term Continuing Contract 2017.009 Ver.2 `i� 16E3 . 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. jU 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 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 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 Statues, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statues. Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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 Term Continuing Contract 2017.009 Ver.2 (CAC) 16E3 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 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 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 Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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. 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 13 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 g1 16 E3 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. ICI 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 14 of 33 A Fixed Term Contin uing Contract 2017.009 Ver.2 PS 16 E3 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 Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon • Telephone: 239) 252-2667 E-Mail(s): Evelyn.ColonAcolliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 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: Hole Montes, Inc. Address: 950 Encore Way Naples, FL 34110 Authorized Agent: David W. Schmitt, P.E., Vice President Attention Name & Title: Telephone: (239) 254-2000 E-Mail(s): DavidSchmittc HMeng.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. 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 termination of this Agreement. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 6 E 3 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A 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- UP , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. ■ 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 ( M ) 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. IIII) 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, Page 17 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 (rikt) 16 E3 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 suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in ( Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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 Fixed Term Continuing Contract 2017.009 Ver.2 i6 E3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court& Comptroller xJ )4 i41 < Da: te:' N-fJEc Burt L. Saunders Chairman :.� ; , _.. , lc,,, .i:5;to Chairman's ; ' t;.signs ure only. edcas to F a d Legality: A if" if /1.......L „be County----Attorney Name Consultant: Consultant's Witnesses: Hole Montes, Inc. 1 By. Witness J—Co S , GC;3last✓ 0/tv/0 V . S G/1l`�1'/TT ✓i lr1'r iGYrk,E Name and Title Name and Title Witne s � b pno,k_4 • e-1- Sr, Name and Title „'o'r V. P. i Page 20 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver. i ,, O 16E3 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)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 Scope of Work: As detailed in the attached proposal and the following: • * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): ['Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs(LS+RC) ❑Time &Material (T&M) (established hourly rate—Schedule A) ['Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ ICI TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director 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 of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm 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 Term Continuing Contract 2017.009 Ver.2 0 ICa SCHEDULE B 1 V E 3 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 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 issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.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. 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 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 CONSULTANT's 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. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 CA) 16 E3 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. ❑I 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. 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. 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 Page 23 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ;to $ 6 E' -3 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 reimbu rsable expenses incurred orpaid byCONSULTANT in connection with CONSULTANT's p 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. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 5.3.3.4. 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. 5.3.4. 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 Fixed Term Continuing Contract 2017.009 Ver.2 i6 E3 SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner _ $164 _ Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $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 task(s) 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. El Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 1 6 E 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.2 Ii..A(.7 16 E3 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? II 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 0 No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? I I Yes ICI No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? • Yes No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, 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.2 .3 16 E3 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 • No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? I I Yes 1111 No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? IN Yes No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Yes III No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 �tf 16E3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? Yes ■ No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ■ Yes I I 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 PSA Fixed Term Continuing Contract 20I7.009 Ver.2 16 E3 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 Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 n this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, 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 Utility Plant/Remote Site Engineering project is accurate, complete and current as of the time of contracting. • BY:/tag • TITLE: Vice. ,4 i'den e DATE: U 2/28/20 20 • • Page 32 of 33 PSA Fixed Term Continuing Conlract 2017.009 Vcr.2 1 16E3 SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) IIIfollowing this page (pages 1 through 9 ) ] this schedule is not applicable it I'+ Page 33 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 II( 16E3 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: O 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- 16 E3 4 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-guideline-cpg- program 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 16 E3 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: • 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 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. EXHIBIT I-3 � 6E3 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. EXHIBIT I-4 16E3 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 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 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. EXHIBIT I-5 16 E3 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 Hole Montes, Inc. Date 01/25/2019 Authorized Signature 1/4°4 David W. Schmitt,P.E.-Vice President EXHIBIT I-6 I 16E3 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 Hol Montes, Inc. By: Signature David W.Schmitt, P.E.-Vice President Name and Title 950 Encore Way Street Address Naples,FL 34110 City, State, Zip 59-1518838(Federal TIN) DUNS Number Sub-Recipient Name: Collier County Board of County Commissioners EXHIBIT I-7 (A() 16 E3 Hole Montes, Inc,Is not a Minority Business Enterprise(MBE). EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Statuswilt be vaned.t weritabte statuses al require the PR'ME to either prciv de a revised statement or provide source documentation that validates a status. A.'PRIME'.VENDOR/CONTRACTORIINFORMATION PRIME NAME PRIME EDO NUMBER COMPACT DOLIAR AMOUNT NOLE t4orarE4 IiRG S9^ ISI $ IS THE PRIME ARORIDACEATiPEEDDISADVANTAGED. VETERAN v j ISTHEACflvrrYOE THIS CCtnTRAcr MINORt'EYOR WOMAN DWI IiESSINITERPRISE? DEE? Y p CONSTRUCTION Y (DEEIMEElVIEE)ORHA4EA SMALL DISADVANTAGED BUST tiESSAAC[ATIE ICATIONEROM THE SRIALL BUSINESS MILE? Y ®' CONSULTATION. d N RCMINISTPATEOW ASERVICEDISAMEDVETERAII? WISE? Y © ( OTHER? Y 2,7 SDE DA? Y 15THiSSUBMISStorr A REVISION? Y CID lr YES,REVISION NUMBER B. IF PRIME HAS SUBCONTRACLOR OR SUPPLIER WHO IS A DISADVANTAGED MINORIiY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DB fdUWEE SUBCONTRACTOR OR SUPPLIER TYPEOF WORK OR ETHNICITY CODE SUE/SUPPLIER PERCENT OF CONTRACT VET 1ti NAME SPECIALTY (See Vttow) DOLLAR AMOUNT DOLLARS TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR �.. NAME OFSU EMITTER DATE TIRE OFSUEMrnER O/•vtG W. 'CH tit IVt O21t4lZO2O VtGO:. 9t2E.Si10 ,--ct EMAIL ADDRESS OF PRIME(SUEMITTER) TELEPHIONENUMBER FAX NUMBER GA0%./ SCl%mltt0BMeng.c0,14 239- 254- 20o0 23,9- 2.S4- aOci2 HOTE This information is used to track and report anticipated DEE or td6Epartldpaeon infederallyfunded contracts.The antidpated DEE or PIEC amountiooluntor and will not become part ottheCootractul termo.This form must he submitted at time ofresponsetoa solicitation.If and when awarded a county contract,the prime will be asked to upstate the information for the grant compliance files. I x �ETtiNlttxlt- ,� �,K �`�it Black American BA Hispanic American HA native American NA Submit,Asia nAmerican SAA 'Asian•PadffcAmerican - APA tton•Miacrity Women P1MW Othu,notof any othergroup listed 0 D.SECTION TO'BE COMPLETED'BY'COLLiER COUNTY DEPARTMENTUUAME COW ERCOIITRACTV(IFS/AEPorPO/AEQ) GRANT PROGRAM/CONTRACT • ACCEPTED BY: DATE I EXHIBIT I-8 16 E3 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.C. §3801 et seq.,apply to this certification and disclosure, if any. Hole Montes, Inc. Contractor(F' N me Signature of Contractor's Authorized Official David W.Schmitt, P.E.-Vice President Name and Title of Contractor's Authorized Official 01/25/2019 Date EXHIBIT I-9 ,' 16E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement It Is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Additional Insured—Extended Coverage 4. Boats 5. Bodily Injury—Expanded Definition 6. Broad Knowledge of Occurrence/Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability—Railroads 9. Estates,Legal Representatives and Spouses 10. Expected Or Intended Injury—Exception for Reasonable Force 11. General Aggregate Limits of insurance—Per Location 0 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability—Damage To Premises 16. Liquor Liability 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising injury—Discrimination or Humiliation 21. Personal And Advertising injury-Contractual Liability Lam 22. Property Damage—Elevators 23. Retired Partners,Members,Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation—Blanket 27. Wrap-Up Extension:OCIP,CCIP or Consolidated(Wrap-Up)insurance Programs CNA74858XX(1-15) Policy No: 6080018975 Page 1 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONIES INC. copyright CNA All Rights Reserved includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED Is amended to include as an Insured any person or organization described In paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) Is currently In effect or becomes effective during the term of this Coverage Part;and (2) was executed prior to: (a) the bodily Injury or property damage;or (b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of Insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through I.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured,but only with respect to such person or organization's liability for bodily Injury,property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named Insured;or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional Insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising Injury as co-owner of such premises. C. Engineers,Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury,pr operty damage or personalca used ry,p party g and advertising injury in whole or in part by the Named Insured's acts or omissions,or the acts or omissions of those acting on the Named insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named insured's ongoing operations. But the coverage hereby granted to such additional Insureds does not apply to bodily Injury, property damage or personal and advertising Injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, Including but not limited to: CNA74858XX(1-15) Policy No: 6080018975 Page 2 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Orrice,Inc.,wtth Its permission. i 6 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders,change orders or drawings and specifications;or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily Injury, property damage or personal and advertising injury caused, in whole or in part, by the Named insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily Injury,property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage,or the offense giving rise to such personal o and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily Injury, property damage or personal and advertising Injury arising out of the Named insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of,or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners,or decorations and similar exposures; or b. the construction, erection, or removal of elevators;or = c. the ownership,maintenance or use of any elevators covered by this insurance;or CNA74858XX(1-15) Policy No: 6080018975 Page 3 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name: HOLE MONTES INC. Copyrigh>I CNA All Rights Reserved. includes copyrighted material of Insurance Services Office,Inc.,with Ile permission, ', i 16 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury,property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b. Bodily Injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor,presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury caused by: a. the Named Insured's acts or omissions;or b. the acts or omissions of those acting on the Named insured's behalf, in the performance of the Named insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: if the Named insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance Is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED—EXTENDED COVERAGE When an additional Insured Is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual,then his or her spouse is an Insured; f. b. A partnership or joint venture,then its partners,members and their spouses are Insureds; c. A limited liability company,then its members and managers are Insureds;or is d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; I'^ CNA74B5BXX(1-15) Policy No: 6080018975 Page 4 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16 E3 " CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions,and only with respect to their respective roles within their organizations, Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named insured's inspection or surveying work. 5. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily Injury is deleted and replaced by the following: Bodily Injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCE!NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties In The Event of Occurrence,Offense,Claim or Suit is amended CO o to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, $ offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. s B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 7. BROAD NAMED INSURED iC WHO iS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, MEM qualifies as a Named Insured, provided that there is no other similar liability Insurance, whether primary, contributory,excess, contingent or otherwise,which provides coverage to such organization, or which would have .= CNA74858XX(1-15) Policy No: 6080018975 Page 5 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Inckides copyrighted material of Insurance Services Office,Inc.,with Its permission. 16E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture;or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily Injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising Injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 8. CONTRACTUAL LIABILITY—RAILROADS • With respect to operations performed within 50 feet of railroad property,the definition of insured contract is replaced by the following: insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured you with permission of the owner is not an Insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a • municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: CNA7485BXX(1-15) Policy No: 6080018975 Page 6 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) That indemnifies an architect,engineer or surveyor for Injury or damage arising out of: (a) Preparing, approving or falling to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications;or (b) Giving directions or instructions, or falling to give them, If that Is the primary cause of the Injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection,architectural or engineering activities. 9. ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES • The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage Is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided, however, that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: O This insurance does not apply to: Expected or Intended Injury $ Bodily Injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION A. A separate Location General Aggregate Limit,equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily Injury or property damage included In the products-completed operations hazard; and 2. All medical expenses under Coverage C, NEI that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown In the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations Involved; _ CNA74858XX(1-15) Policy No: 6080018975 Page 7 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products-completed operations hazard;and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C. For the purpose of this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision, 'location'means: 1. a premises the Named Insured owns or rents;or 2. a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate from plans, blueprints, designs, specifications or timetables,the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single location. D. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit,depending on whether the occurrence can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed operations hazard, regardless of the number of locations involved, will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION Provision shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi In rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for Ii the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care Incident: A. Under COVERAGES, Coverage A—Bodily injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily Injury is caused by an occurrence that takes place in the coverage territory. (2) the bodilyinjury first occurs duringthe policyperiod. All bodily injury arisingfrom an occurrence will 1 rY f?e iY j ry be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and CNA74858XX(1-15) Policy No: 6080018975 Page 8 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF RE ADING,PA Effective a Date: 01/ 01/2020 2 020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved, Includes copyrighted matertal of Insurance Services Office,Inc„with Its permission. 16 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions Is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident Is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). II II. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest,criminal or malicious act,error or omission. Medicare/Medlcald Fraud 2 any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. S Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS Is amended to: 8 i. add the following definitions: Health care Incident means an act, error or omission by the Named Insured's employees or volunteer = workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers In their capacity as such but solely to the extent they are duly licensed as required: a. Physician; O CNA74858XX(1-15) Policy No: 6090018975 Page 9 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name: HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16E34. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. II. delete the definition of occurrence and replace It with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance,situation,transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named insured's business;and (2) bodily Injury to a volunteer worker while performing duties related to the conduct of the Named insured's business; when such bodily Injury arises out of a health care incident. the Named insured's volunteer workers are Insureds with respect to: (1) bodily Injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business;and (2) bodily Injury to an employee while In the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named insured's business; when such bodily Injury arises out of a health care incident. b. delete Subparagraphs(a),(b),(c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED, D. The Other Insurance condition Is amended to delete Paragraph b.(1) in Its entirety and replace it with the following: Other insurance CNA74B58XX(1-15) Policy No: 608001B975 Page 10 of 1 B Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name: HOLE MONTES INC. Copyright GNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc„with he permission. 16 E 3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other Insurance, self insurance or risk transfer Instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES A. Past Joint Ventures,Partnerships,Limited Liability Companies The following is added to WHO IS AN INSURED: If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising Injury arising out of such offense,first occurred after such termination date; b. the bodily Injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of thisprovision will not serve to exclude bodh injury, propertydamage or personal and paragraph c.above. But IY 1 ry, g under the Architects, Engineers And Surveyors General Injurythat would otherwise be covered de h S advertisingY Liability ExtensionCCP Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated(wrap-up)Insurance program. B. Participation In Current Professional Joint Ventures a The following is added to WHO IS AN INSURED: The Named Insured is also an Insured for participation in a current joint venture that is not named on the Declarations,but only if such joint venture meets all of the following criteria: Sa. Each and every one of the Named insured's co-venturers are architectural, engineering or surveying firms only; and b. There is no other valid and collectible insurance purchased specifically to insure the joint venture. However,the Named Insured is an Insured only for the conduct of such Named insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co- venturers, nor of their partners, members or employees. C. WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endorsement or by the attachment of another endorsement(if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured In the Declarations. is CNA74858XX(1-15) Policy No: 6080018975 Page 11 of 18 Endorsement No: 8 AMERICAN CASUALTY Co OF READING,PA Effective Date: 01/01/2020 Insured Name: HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc„with Its permission. { 16E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE,CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion J.Damage to Property In its entirety and replace It with the following: This insurance does not apply to: J. Damage to Property Property damage to: (1) Property the Named Insured owns, rents,or occupies, including any costs or expenses Incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property In the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on It. Paragraphs(1),(3)and(4)of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described In LIMITS OF INSURANCE. Paragraph(2)of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products-completed operations hazard. Paragraphs(3)and(4)of this exclusion do not apply to property damage to: I. tools,or equipment the Named Insured borrows from others, nor II. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However,the coverage granted by this exception to Paragraphs(3)and(4)does not apply to: a. property at a job site awaiting or during such property's installation,fabrication,or erection; b. property Ythatis mobile equipment Pment leased by an In sured; CNA7485BXX(1-15) Policy No: 6080018975 Page 12 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement c. property that is an auto,aircraft or watercraft; d. property in transit;or e. any portion of property damage for which the Insured has available other valid and collectible insurance,or would have such insurance but for exhaustion of Its limits, or but for application of one of Its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liebllity, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to this coverage as described In LIMITS OF INSURANCE. C. The following paragraph Is added to LIMITS OF INSURANCE: Subject to 5.above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds$1,000.The Insurer has the right but not the duty to pay any portion of this $1,000 In order to effect settlement. If the Insurer exercises that right, the g Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE Is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, Including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days.The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or S b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1XaXII)of the Other Insurance Condition is deleted and replaced by the following: (II) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named imm Insured's care,custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional Insured on this Coverage Part. CNA74858XX(1-15) Policy No: 6080018975 Page 13 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit Is the most the Insurer will pay under Coverage C for all medical expenses because of bodily Injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3Xb)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft Is: (a) less than 75 feet long;and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liablllty, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: CNA74858XX(1-15) Policy No: 6080018975 Page 14 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved includes copyrighted material of Insurance Services Office,Inc.,with Its permission, 16 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This Insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising Injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only If such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured;or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This Insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1.ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 8 21. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions Is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d.is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; = 2. The first unnumbered paragraph beneath Paragraph 2.f.(2xb)is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer In the defense of that Indemnitee,necessary litigation expenses incurred by the Insurer, and necessary litigation expenses Incurred CNA74858XX(1-15) Policy No: 6080018975 Page 15 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date; 01/01/2020 Insured Name; HOLE MONTES INC. Copyright CNA All Flights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 16 E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the limits of Insurance. C. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply If Coverage B—Personal and Advertising Injury Liability Is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended such that the Damage to Your Product Exclusion and subparagraphs(3),(4)and(6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions Is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property Insurance covering property of others damaged from the use of elevators, 23. RETIRED PARTNERS,MEMBERS,DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to Include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b.Is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B. Paragraph 1.d. Is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the Inception date of the Named insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named insured's ongoing operations;or 2. your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX(1-15) Policy No: 6080018975 Page 16 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA At Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 1bE3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is In effect or becomes effective during the term of this Coverage Part;and 2. was executed prior to the bodily Injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION:OCIP,CCIP,OR CONSOLIDATED(WRAP-UP)INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project In the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) Insurance program by applicable state statute or regulation. If the endorsement EXCLUSION —CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs(C.C.I.P,)is attached,then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) Insurance program project In which the Named Insured Is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily Injury,property damage, or personal or advertising Injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4.Other Insurance Is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that Is Insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement In that consolidated(wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated(wrap-up)Insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability Insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program(O.C.I.P,) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30%or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments;and MORINO 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages,guest houses or any similar structures). However,when there is no Individual ownership of units, residential structure does not Include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not Include hospitals or prisons. CNA74858XX(1-15) Policy No: 6080018975 Page 17 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. copyright CNA NI Rights Reserved. Includes copyrighted material of insurance Services Office,Inc.,with tta permission. 1b E3 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This WRAP-UP EXTENSION:OCIP, CCIP,OR CONSOLIDATED(WRAP-UP)INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional Insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy Issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date Is shown below, and expires concurrently with said Policy. • • CNA74858XX(1-15) Policy No: 6080018975 Page 18 of 18 Endorsement No: 8 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission, 16E3 CNA CNA PARAMOUNT Pollution Exclusion Amendatory Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that under COVERAGES, Coverage A, Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete paragraph(2)of exclusion f. Pollution, in its entirety, and replace it with the following: This Insurance does not apply to: (2) Any loss,cost or expense arising out of any: (a) request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove,contain,treat, detoxify or neutralize,or in any way respond to or assess the effects of,pollutants;or (b) Claim by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing,treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of, pollutants. However, if liability for damages because of property damage is not excluded by paragraph (1) of this exclusion, then neither will paragraph(2Xa)above serve to exclude such damages. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. O O o 8 r 8 8 �oN rse CNA74843XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 9 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC_ Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 16 E3 CNA CNA PARAMOUNT Subsidence Exclusion (CA, CO, NV) and Subsidence Residential Exclusion (All Other States) Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that: I. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions, is amended to add the following exclusion, which applies only to the states of California, Colorado and Nevada: • Subsidence property damage included In the products-completed operations hazard arising out of the subsidence of land. This exclusion applies whether such property damage arises solely from subsidence or from subsidence in combination with other causes,whether natural or man made. IL Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions, is amended to add the following exclusion,which applies to all states, counties or parishes designated in paragraph IV.below, other than California,Colorado or Nevada, • Subsidence-Residential property damage included in the products-completed operations hazard arising out of the subsidence of land and which Involves the construction of residential structures. This exclusion applies whether such property damage arises solely from subsidence or from subsidence in combination with other causes, whether natural or man made. III. As used in this endorsement: 0 • subsidence means earth movement, including but not limited to: a. landslide; b. mudflow; c. earth sinking; d. earth rising; a. collapse or movement of till; f. earth settling,slipping,falling away, caving in, eroding or tilting; g. earthquake;or h. any other naturally occurring movement of land or earth; • residential structure means any structure where 30%or more of the square foot area is used or is intended mmm to be used for human residency,including but not limited to: a. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and mmm b. the common areas and structures appurtenant to the structures in paragraph a.(including pools, hot tubs, E = detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels, Residential structure also does not Include hospitals or prisons; CNA746B2XX(1-15) Policy No: 6080018975 Page 1 of 2 Endorsement No: 10 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA Alt Rights Reserved. Includes copyrighted material o1 Insurance Services Office,Inc.,with Its permission. 16E3 CNA CNA PARAMOUNT Subsidence Exclusion (CA, CO, NV) and Subsidence Residential Exclusion (All Other States) Endorsement • construction means any and all aspects of the erection or demolition of structures, including but not limited to design, site preparation, specifications, planning, building, materials, supervision or observation of construction. Construction also Includes new construction, conversion, reconstruction, rehabilitation, renovation, remodeling, repair or maintenance. IV. Paragraph II.of this endorsement applies only to the following states,counties or parishes: Arizona, Florida, Georgia, Hawaii, Louisiana, North Carolina Pennsylvania, South Carolina and Texas All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74682XX(1-15) Policy No: 6080018975 Page 2 of 2 Endorsement No: 10 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA AU Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission, 1 6 E CNA CNA PARAMOUNT Fungi / Mold / Mildew/Yeast/ Microbe Exclusion Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM It Is understood and agreed that the policy Is amended as follows: I. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions, is amended to add the following exclusion: This insurance does not apply to: A. bodily Injury arising out of or relating to, In whole or in part, the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any fungi or microbes on or within a building or structure, or on or within any contents of a building or structure. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such Injury; B. property damage arising out of or relating to the actual, alleged or threatened contact with, exposure to, existence of, or growth or presence of any fungi or microbes on or within a building or structure, or on or within any contents of a building or structure;or C. any loss, cost or expense arising out of or relating to the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating, disposing of, or in any way responding to or assessing the effects of, fungi or microbes, by any Insured or by anyone else. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such loss,cost or expense. However,this exclusion does not apply to: I. any fungi or microbes that are,are on,or are contained in, a good or product intended for bodily consumption; or II. microbes that were transmitted directly from person to person. II. Under COVERAGES,Coverage B—Personal And Advertising Injury Liability, the paragraph entitled Exclusions, is amended to add the following exclusion: This insurance does not apply to: k o A. personal and advertising injury arising out of or relating to, in whole or in part, the actual,alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any fungi or microbes on or within a building or structure, or on or within any contents of a building or structure; B. any loss, cost or expense arising out of or relating to the testing for, monitoring, cleaning up, removing, containing,treating, detoxifying, neutralizin , remediating, disposing of, or in anywayresponding to or assessing 99 9 p g P 9 the effects of,fungi or microbes, by any Insured or by anyone else. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such Injury or damage,loss,cost or expense. mgm However,this exclusion does not apply to: i. any fungi or microbes that are,are on,or are contained In, a good or product intended for bodily consumption;or ii. microbes that were transmitted directly from person to person. =- e Ill. As used herein: A. fungi means any form of fungus,including but not limited to yeast, mold,mildew,rust,smut or mushroom,and — including any spores, mycotoxins,odors,or any other substances,products,or byproducts produced by, released = by or arising out of the current or past presence of fungi. CNA74708XX(1-15) Policy No: 6080018975 Page 1 of 2 Endorsement No: 11 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. 16 E3 CNA CNA PARAMOUNT Fungi / Mold / Mildew /Yeast/ Microbe Exclusion Endorsement B. microbe means any non-fungal microorganism, or non-fungal, colony-form organism, that causes infection or disease. Microbe includes any spores, mycotoxins, odors or any other substances, products or byproducts produced by, released by or arising out of the current or past presence of microbes. IV. The following Condition is added: Arbitration For property damage, the determination of what portion of a loss is attributable to fungi and microbes, and what portion is not, shall be made by the Insurer. If the Named Insured disagrees with that determination, the Named Insured and by the Insurer agree to submit to binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association, or according to such other rules as the Named Insured and the Insurer agree to. If binding arbitration of Insurance disputes Is not allowed in the state where the Named Insured is Incorporated (or, if the Named Insured is not a corporation, the state where the Named insured is domiciled), then arbitration shall be non-binding, and shall only proceed if both the Named Insured and the Insurer agree to enter into it. The arbitration will be held in the county where the Named Insured is headquartered, or at such other location as may be Jointly agreed to by the Named Insured and the insurer. Each party will bear its own arbitration costs. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and Is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74708XX(1-15) Policy No: 6080018975 Page 2 of 2 Endorsement No: 11 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. i Copyright CNA All Rights Reserved, 16 E3 CNA CNA PARAMOUNT Employment-Related Practices Exclusion Endorsement This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that under COVERAGES,Coverage A—Bodily Injury And Property Damage Liability and Coverage B—Personal And Advertising Injury Liability, the paragraphs entitled Exclusions, are amended to add the following exclusion: This insurance does not apply to: Bodily Injury or personal and advertising Injury to: (1) a person arising out of any: (a) refusal to employ that person; (b) termination of that person's employment;or (c) employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2) the spouse, child, parent, brother or sister of that person as a consequence of bodily Injury to that person at whom any of the employment-related practices described in Paragraphs(a),(b),or(c)above Is directed. This exclusion applies: (1) whether the injury-causing event described in Paragraphs(a),(b)or(c)above occurs before employment, during employment or after employment of that person; (2) whether the Insured may be liable as an employer or in any other capacity; and (3) to any obligation to share damages with or repay someone else who must pay damages because of the injury. O However,solely with respect to Coverage A,this exclusion does not apply to physical injury a person sustains during a job interview while attempting to demonstrate a physical capability or skill required by the job. ^ is ro $ All other terms and conditions of the Policy remain unchanged. s zis g This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and u expires concurrently with said Policy. MEM MEE I — mommmi 0 CNA74761XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 12 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Mice,Inc.,with its perrrrsslon. 16E3 CNA CNA PARAMOUNT Contractors - Professional Liability Exclusion Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It Is understood and agreed that under COVERAGES,Coverage A—Bodily Injury And Property Damage Liability and Coverage B—Personal And Advertising injury Liability,the paragraphs entitled Exclusions,are amended to add the following exclusion: This insurance does not apply to bodily injury,property damage or personal and advertising injury arising out of the rendering of or failure to render professional services by the Named insured or on the Named Insured's behalf. As used herein,professional services means: A. engineering,architectural or surveying services to others in the Named Insured's capacity as an engineer, architect or surveyor; or B. providing, or hiring independent professionals to provide,engineering,architectural or surveying services in connection with construction work the Named Insured performs. Such professional services Include: 1. preparing, approving, or failing to prepare or approve, maps,shop drawings, opinions, reports,surveys,field orders, change orders, or drawings and specifications;and 2. supervisory or inspection activities performed as part of any related architectural or engineering activities. However, professional services do not include services within construction means, methods,techniques,sequences and procedures employed by the Named Insured In connection with the Named Insured's operations in the Named insured's capacity as a construction contractor. S 0 All other terms and conditions of the Policy remain unchanged. ,53 This endorsement,which forms a part of and is for attachment to the Policy Issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. 8 SE CNA74801XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 13 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2 02 0 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc„with tts permission. 16 E3 CNA CNA PARAMOUNT Residential Construction Defect Products/Completed Operations Exclusion Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. Under COVERAGES, Coverage A — Bodily injury And Property Damage Liability, the paragraph entitled Exclusions, Is amended to add the following exclusion: This insurance does not apply to property damage that: A. Is Included within the products/completed operations hazard; B. arises out of defective construction of all or any part of a residential structure;and C. is reported to the Insurer more than 12 months after your work is deemed completed on the project from which the property damage allegedly arises. II. As used herein: A. your work will be deemed completed at the earliest of the following times: 1. when all of the work called for in the Named Insured's contract has been completed; 2. when all of the work to be done at the job site has been completed if the Named Insured's contract calls for work at more than one job site;or 3. when that part of the work done at a job site has been put to Its Intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction,repair or replacement, but which Is otherwise complete,will be treated as completed. B. construction means any and all aspects of the erection or demolition of structures, including but not limited to design,specifications, planning, building, materials,supervision or observation of construction.Construction also Includes new construction, conversion, reconstruction, rehabilitation, renovation, remodeling, repair or maintenance. C. defective construction means any actual or alleged deficiency in construction. D. residential structure means any structure where 30%or more of the square foot area is used or is Intended to be used for human residency,including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments;and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages,guest houses or any similar structures). However,when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. All other terms and conditions of the Policy remain unchanged, This endorsement,which forms a part of and Is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy, - CNA74862XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 14 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name: HOLE MONTES INC. Copyright CNA All Rights Reserved. 16E3 CNA CNA PARAMOUNT Construction Wrap-Up Program Exclusion Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability and Coverage B—Personal And Advertising Injury Liability, the paragraphs entitled Exclusions, are amended to add the following exclusion: This Insurance does not apply to bodily injury, property damage or personal and advertising Injury arising out of any current or completed operation performed by the Named Insured or on the Named insured's behalf which is or was insured under a consolidated(wrap-up)Insurance program. This exclusion applies whether or not the consolidated(wrap-up)insurance program: A. provides coverage identical to that provided by this Coverage Part; B. has limits adequate to cover all claims; or C. remains In effect. Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, Consolidated (wrap-up) Insurance program includes an Owner Controlled Insurance Program(O.C.I,P.)or a Contractor Controlled Insurance Program(C.C.I.P.). All other terms and conditions of the Policy remain unchanged. g This endorsement,which forms a part of and is for attachment to the Policy Issued by the designated Insurers,takes effect Q on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. • m ti s 8N ^O^ O O N 8 G= CNA74863XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 15 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. F 16 E3 CNA CNA PARAMOUNT Exterior Finish System Products/Completed Operations Property Damage Exclusion Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that: I. Under COVERAGES, Coverage A — Bodily injury And Property Damage Liability, the paragraph entitled Exclusions, is amended to add the following exclusion: This insurance does not apply to: Property damage included in the products-completed hazard arising out of,caused by,or attributable to,whether In whole or In part,an exterior finish system or any part thereof,or any substantially similar system or any part thereof, including the application or use of conditioners, primers,accessories, fleshings, coatings,caulkings or sealants In connection with such system. II. The section entitled DEFINITIONS is amended to add the following new definition: Exterior finish system means a synthetic exterior wall cladding system that is intended to be water tight at the outside surface and designed to consist of: a. A backer board that is attached to any building surface or substrate; b. An integrally reinforced base coat on the face of the backer board; c. A protective finish applied to the surface of the base coat; and d. Applicable accessories,fleshings, coatings,caulking and sealants that interact to form an energy efficient wall, 0 g As used herein, backer board includes but Is not limited to insulation board, foam board, cement board, cementitious backer board, plywood, oriented strand board, any gypsum based board, metal sheet, concrete block or concrete. 0 0 lAll other terms and conditions of the Policy remain unchanged. g This endorsement,which forms a part of and is for attachment to the Policy Issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. 1 emm LEg EEE moms CNA74892XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 16 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. 16 E3 CNA CNA PARAMOUNT Engineers, Architects or Surveyors Professional Liability Exclusion Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that under COVERAGES,Coverage A—Bodily Injury And Property Damage Liability and Coverage B—Personal And Advertising Injury Liability,the paragraphs entitled Exclusions,are amended to add the following exclusion: This Insurance does not apply to bodily Injury, property damage or personal and advertising Injury arising out of the rendering of or failure to render any professional services by the Named Insured or any engineer, architect or surveyor who is either employed by the Named Insured or performing work on the Named Insured's behalf In such capacity. Professional services Include: A. the preparing, approving,or falling to prepare or approve, maps,shop drawings, opinions,reports,surveys,field orders,change orders or drawings and specifications;and B. supervisory,Inspection, architectural or engineering activities. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date Is shown below, and expires concurrently with said Policy. m 0 0 0 8N_ NpO C CNA74980XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 17 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name: HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc„with Its permission. 16E3 CNA CNA PARAMOUNT Exclusion - Access or Disclosure of Confidential or Personal Information and Data-Related Liability - with Limited Bodily Injury Exception Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions,the exclusion entitled Electronic Data is deleted in its entirety and replaced with the following: This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1) any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets, processing methods, customer lists,financial information,credit card information,health Information or any other type of nonpublic information;or. (2) the loss of, loss of use of,damage to, corruption of,inability to access,or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses,public relation expenses or any other loss,cost or expense incurred by the Named Insured or others arising out of that which is described in Paragraph(1)or(2)above. However, unless Paragraph(1)above applies, this exclusion does not apply to damages because of bodily injury. As used herein, electronic data means Information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs,tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. II. Under COVERAGES,Coverage B—Personal And Advertising Injury Liability,the paragraph entitled Exclusions 0 Is amended to add the following exclusion: g Access Or Disclosure Of Confidential Or Personal Information This insurance does not apply to personal and advertising injury arising out of any access to or disclosure of any person's or organization's confidential or personal information,Including patents,trade secrets,processing methods, customer lists,financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses, public relations expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. ggig All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and Is for attachment to the Policy Issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75089XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 18 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission, 16E3 CNA CNA PARAMOUNT Amendment - Infringement of Copyright, Patent, Trademark Trade Secret or Other Intellectual Property Rights or Laws Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that: I. Under COVERAGES,Coverage B—Personal and Advertising Injury Liability,the Exclusion entitled Infringement of Copyright,Patent,Trademark or Trade Secret Is deleted and replaced as follows: Infringement or Violation of Intellectual Property Rights or Laws Personal and advertising Injury arising out of infringement or violation of the following rights or laws: (a) patent; (b) trade secret or other confidential or proprietary non-personal information; (c) trademark, certification mark, service mark, collective mark, trade name, or other designation of origin or authenticity; (d) copyright; or (a) any other Intellectual property right or legally protected expression, including but not limited to another's idea, slogan, trade dress, style of doing business, or unauthorized use of another's name or image, or any other intellectual property law, including but not limited to piracy, unfair competition or other similar practices. This exclusion applies to the entirety of all allegations In any claim if the claim alleges the infringement or violation of any intellectual property right or law identified above, even if this Insurance would otherwise apply to other allegations S in the claim. However, this exclusion does not apply if the claim's only allegation is copyright or slogan infringement in Named Insured's advertisement. II. Under DEFINITIONS,the definition of personal or advertising Injury is amended to delete its subparagraph g., and replace it with the following: g. Infringing upon another's copyright or slogan in Named Insured's advertisement, _ S O All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. mum amm EME CNA75116XX(1-15) Policy No: 6080018975 Page 1 of 1 Endorsement No: 19 AMERICAN CASUALTY CO OF READING,PA Effective Date: 01/01/2020 Insured Name:HOLE MONTES INC. Copyright CNA All Rights Reserved. � 5 E3 CNA, Business Auto Policy Policy Endorsement IWAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) M THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HOLE MONTES INC. Endorsement Effective Date:02/19/2020 ��ufiS.elc -� -44,-; � .. F F �`` .p ��y7�f l�' UJ1, I . 1 �F 'S e,'`-� "d Y+ i'S�9 o If 11141 id I t.. ._,. .� fiA b{ # , ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organizations) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. MINIM IMMO EMI mommot li0 MIEN MOM Form No:CA 04 44 10 13 Policy No:BUA 6080018345 Endorsement Effective Date:02/19/2020 Endorsement Expiration Date: Policy Effective Date:01/01/2020 Endorsement No: 16;Page: 1 of 1 Underwriting Company:The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 o Copyright Insurance Services Office,Inc.,2011 16 E3 CNA Business Auto Policy Policy Endorsement ADDITIONAL INSURED- PRIMARY AND NON-CONTRIBUTORY' It is understood and agrged that this endorsement amends the BUSINESS yA�AUTO COVERAGE FORM as follows: �'... � F. � I q ."5 ) ) A` Type 0 J fio-i �i x r i?3 art y. ?�} Ix..�. .�' � r �y k�"' ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. I All other terms and conditions of the policy remain unchanged gThis endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. 111.1.11 MIN ZVIZZ 0 IMMIX Form No:CNA71527XX(10-2012) Policy No:BUA 6080018345 Endorsement Effective Date:02/19/2020 Endorsement Expiration Date: Policy Effective Date:01/01/2020 Endorsement No: 17;Page: 1 of 1 Underwriting Company:The Continental Insurance Company, 151 N Franklin St,Chicago, IL 60606 °Copyright CNA All Rights Reserved. It E3 Exhibit"A-4" Agreement No. 18-7432-SM "Professional Services Library - Survey and Mapping Category" TO FOLLOW THIS PAGE Page 8 of 13 Assumption Agreement `'AO 16 E3 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) • CC NA ❑ NON-CCNA Contract# 18-7432-SM for "Professional Services Library Survey and Mapping Category THIS AGREEMENT is made and entered into this I rday of�y�,(� , 2020 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Hole Montes, Inc authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL 34110 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: 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 1.1 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 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 � b E3 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. n (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 32 PSA Fixed Term Continuing Contract 2017.009 Ver 2 16 E3 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. 1.7. 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 Contract 2017.009 Vert r 16E3 1.12. The CONSULTANT designates Thomas M. Murphy 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 (218.735 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 Page 4 of 33 Pm Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 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 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 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 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 (i.e. right-of-way- ROW, centerlines- CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through 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. Page G 001'33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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, I'aae 7(0.33 1'SA Fixed Tenn Continuing Contract 2017.009 Ver.2 GAO 16 E3 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. 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. Pager 8 1)f33 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 CAO 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. ■ 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 PSA Fixed Term Continuing Contract 2017 009 Ver.2 16E3 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 10 of 33 PSA l txed I cnn Continuing Contract 2017.009 Ver.2 CAS) l6 E3 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 Term Continuing Contract 2017.009 Ver.2 CM) 16E3 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 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 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 Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Vert CAC) 16E3 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. 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 13 01.33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 CA!) 16 E3 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. l J 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 14 of 33 11SA Fixed Term Continuing Contract 2017.009 Vert kCAO 16E3 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 Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: (239) 252-2667 E-Mail(s): Evelyn.Colon@colliercountyfl.gov Page 15 o133 PSA Fixed Term Continuing Contract 2017.009 Ver.2 CAO 16E3 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: Hole Montes, Inc Address: 950 Encore Way Naples, FL 34110 — Authorized Agent: Thomas M. Murphy, Vice President Attention Name & Title: Telephone: (239) 254-2000 E-Mail(s): TomMurphy@HMeng.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. 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 termination of this Agreement. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 r-� 1�• \ ,1 16 E3 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A 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-SM , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. FEU 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. n 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, Page 17 of 33 RSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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 suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 of 33 NA Fixed Term Continuing Contract 2017 009 Ver.2 CAO 16 E3 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 Fixed Term Continuing Contract 2017.009 Ver.2 CAU 16 E3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller %.2(A-thea-futait.L- By: .4,-yx:Ae-ie-A-a-- Date: ���$ Burt L. Saunders , Chairman .retest as to Chairman's signature only. Approved as to Fo a d Legality: s� County Attorney Name Consultant: Hole Montes, Inc Consultant's Witnesses: i'it1r14i By: . 0 YYY1/ I% Ø4V/f Witness u Guth LTaAatUY, IVIa,rk vig 7404 ws M. �Ivrf, / V P Name and Title lJ Name and Title - . .7 Witness L t4s Name and Title Page 20 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 _4 I E3 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)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 Scope of Work: As detailed in the attached proposal and the following: * Task l - * Task II * Task Ill Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): ❑Negotiated Lump Sum (NLS) ['Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material (T&M)(established hourly rate— Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director 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 of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm 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 Term Continuing Contract 2017.009 Ver.2 (:AU i6 E3 ' 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 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 issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.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. 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 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 CONSULTANT's 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. Page 22 nt 33 PSA Fixed Term Continuing Contract 2017 009 Ver 2 -At 7 16E3 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. 0 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. NI 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. 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 Page 23 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 1, 6 E 3 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. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 PSA Fixed Tenn Continuing Contract 20I 7.009 Ver.2 16E3 5.3.3.4. 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. 5.3.4. 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 Fixed Term Continuing Contract 2017.009 Ver.2 16E3 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $206 Senior Project Manager $172 Project Manager $147 Senior Engineer $157 Engineer $123 Senior Inspector $96 Inspector $76 Senior Planner $139 Planner $110 Senior Designer $114 Designer $94 Environmental Specialist $109 Senior Environmental Specialist $134 Scientist/Geologist $93 Senior Scientist/Geologist $118 Marine Biologist/Hydrogeologist $110 Senior Marine Biologist/Hydrogeologist $138 Senior GIS Specialist $139 GIS Specialist $102 Clerical/Administrative $62 Senior Technician $85 Technician $72 Surveyor and Mapper $120 CADD Technician $81 Survey Crew - 2 man _ $130 Survey Crew - 3 man $161 Survey Crew -4 man $189 Senior Architect $154 Architect $121 The above hourly rates are applicable to Time and Materials task(s) 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. n Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed 1 erm Continuing Contract 2017.009 Vert 16 E 3 m �' 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.2 16 E3 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? n Yes n No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes [] No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes n No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? • Yes ❑ No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, 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 Term Continuing Contract 2017 009 Ver.2 16E3 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 1] 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? (� Yes ❑ No Business Auto Liability; Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ❑ Yes (II No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 C.�<l 16 E3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ❑ Yes IUI 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? U 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 PSA Fixed Term Continuing Contract 2017 009 Ver.2 E3 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 Pave 31 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 C C this schedule is not applicable SCHEDULED 1 6 E 3 TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, 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 - Surveying & Mapping project is accurate, complete and current as of the time of contracting. BY: Ylv._ 44,1/7"-- TITLE: 4 P DATE: -7/ Z 0/ Ao 10 Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16 E3 SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) ICI following this page (pages 1 through 9 ) I I this schedule is not applicable Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 16E3 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 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 riot 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 to E3 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.eoa.gov/smm/comprehensive-procurement-guideline-cpq- program 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 1b E3 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: 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 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. EXHIBIT I-3 16E3 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. EXHIBIT I-4 16 E3 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. EXHIBIT I-5 I6E3 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 Hole Monies,Inc. Date 12/04/2019 Authorized Signature \'/ 7", 7 �� yij /. Thomas M.Murphy,P.S.M.- ce Presi nt/Director of Land Surveying -- — EXHIBIT I-6 16E 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 Hole Montes, Inc. By: A4e Signature Thomas M. Murphy, P.S.M.-Vice President/Director of Land Surveying Name and Title 950 Encore Way Street Address Naples, FL 34110 City, State, Zip 59-1518838(Federal TIN) DUNS Number 12/04/2019 Date Sub-Recipient Name: Collier County Board of County Commissioners DEM Contract Number: Z0001 FEMA Project Number: 4337DRFLP0000001 EXHIBIT I-7 16E3 EXHIBIT LB GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT .IJ:LS will be vet fled. Unverfaale Stati.Sea will req W re i'le v erdr,.Fr-re Lant`actor tD either provide a reYsed State rent or p'ovide Atar Le :::cLTertat oil that validates a S:at'vt. Lc-made'T.car;an cr r.that r eta:'.lt r cc V.raet. A. VENDOR/PRIME CONTRACTOR INFORMATION F• Vl NAME :lVt FLIP.N'JMtL: LJNrRACT DOLLAR AN;JUhl Hole Montes, Inc. 59-1518838 ■_ lS'�E%'PtME A KGY(DA R'IN tJ CISADYANTAC-E�, 'Lk,t. N x IS THE ACTNITR Of TOMS CONTRACT, MINORITY OR WOMEN BUSINESS ENTERPRISE I OBE1MlkfW Ei2 OR HAVE A SMALL asADVANTANa'ED CBE Y h X CONSTRUCTION? Y h X II Lt:.'IRE SS BA CEP,WCATION FRDM THE SMALL BUSINESS MBE? Y N X CONSULTATION? Y r. X .LJV NISTRATMCN: CRA SERVICE DISAl1LO VETERAEII WBE? Y N X OTHER? 1 X r. SLIBBA' Y N X I:11IIS SUBMISSI'-iN A P.L..l:,huh X l4 YES REVISION Nt: B. 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 Obi,YTBt.WdL St_B LONIH:a_JOE:ON.IL.P FL OF wD4.;VE. Y LV-L iL4CLF I OF LON I9AL' VL•.SMBLA NAME S.LUi_lr See Beloal LEO-LARS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR 'VANE S-BM.TILE VAIL tF ILL OFSUBNI'ill- Thomas M. Murphy 03/02/2020 Vice President LVAI_A_)D-ISS OF P4IML::BERM IILiI 11_LiHOVL NLh.18LP EA(VUMBL4 TomMurphy@HMeng.com 239.254.2000 239.254.2075 NOTE-Tlas Irsrarmabon is used to tracE and report anticipated DEE or MBE participation at federally landed contracts. The articipatee OBE c MBE arnol.nt Is vdiintary and will not becerne part of the tont-art_al terms. The form must be submtted at time of response to a :c(I:rtron. If a nd when awarded a County contract.the pane.f :x asked to update the information for the cant compliance Mrs. ETHNICITY COOL L a_.ATcrli_an bA Native Axnea'1 VA t ,cC'I_A._r Asian-Pacifc ATer,tan Apt. ut her:nc t of a-IY oth.e•gr cap'steel D.SECTION TO BE COMPLETED BY COWER COUNTY C.':.1- /.'_`i' Y,'•\'c CCL.IEF CCr.TPACe;FB:P•P v�J:RECI .... '.I I.:.J._4AN;�UN•-;!.r_I ACCLFTLO E''• CATL GCA-5 16E3 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.C. § 3801 et seq., apply to this certification and disclosure, if any. Hole Montes, Inc. Contractor(Firm Name) Signature of Contractor's Authorized fficial Thomas M. Murphy, P.S.M. -Vice President/Director of Land Surveying Name and Title of Contractor's Authorized Official 12/04/2019 Date EXHIBIT!-9 16E3 Exhibit"A-5" Agreement No. 20-7806 "Airport Improvement Program(AIP) Professional Services for Airports (FAA Funded)" TO FOLLOW THIS PAGE Page 9 of 13 Assumption Agreement CAO I 6 E PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) [�[ CCNA NON-CCNA Contract# 20-7806 for "Airport Improvement Program (AIP) Professional Services for Airports (FAA Funded) Category B: Architectural/Engineering Design Services THIS AGREEMENT is made and entered into this "6 day of , 2021 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Hole Montes, Inc. authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL 34110 _(hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: 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 CONSULTANTS 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 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 �—� 16 E3 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 $500,000 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. ONSU1LTANT, shall be placed on a rotation-list-fer professions is within each service category-afe-awarded-on a rotational basis by the Procurement Division. b. For each servic-e eategery,the P aye alify ihg firms i c. As each weak assignment is identi i be offered the opportunity to negotiate that work assignment with the COUNTY's gef • f reasonable time frame, the COUNTY wi the work a.zignment-is-stieeesskilly negotiated. c. Firms will have the option o service category withiia a twelve (1-2) nth period without penalty. A second work assignment rejection within any twelve (12) month period will cause-the firm to be skipped (or is unable to satisfy month period may-be removed from the service category. f. Firms wishing to reject a work assignments+ "empl,ete-a-Werk be prow. tract-Adrhiraist ative Agent/Project Manager. g. Once a-f l • • -s e, a method • lected firms arded; with the firm having-receive' t ast Page 2 of'33 1'SA Fixed Term Continuing Contract 2017.009 Ver 3 16 E3 1.4.1.1 Profcs ional Services Library Direct Selection. For work past experience on another requ is firm. This request will require rm, which requires the approval of both a Division Direr-and 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 Contract 2017.009 Ver 3 16E3 1.12. The CONSULTANT designates Timothy Parker, 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 laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Page 4of33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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 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 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr.3 16E3 . ell 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 (i.e. right-of-way- ROW, centerlines- CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through 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. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 �" 16 E3 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, Pace 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 1 6 E 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. 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 three _ (3 ) 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 three ( 3 ) 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. Pace 8 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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. ■ 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 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 Pied Term Continuing Contract 2017.009 Ver.3 16E3 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 as provided in Section 725.08(1) & (2), Florida Statutes. [END OF ARTICLE EIGHT] Page 10 433 PSA Fixed Term Continuing Contract 2017.009 Ver.2 i7,t 16E3 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 RSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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 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 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 Page 12 of 33 PSA Fixed Perm Continuing Contract 2017 009 Ver.3 ' 16 E3 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. 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 13(433 PS 1 Fixed Term Continuing Contract 2017 1)0)Vet 3 16E3 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. it 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 14 of 33 PSA Fixed Team Continuing Contract 2017.009 Vera 16 E3 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 Name: Operations Support Divison (Airport Authority) Division Director: Gene Shue Address: 2885 Horseshoe Drive S Naples, FL 34104 Administrative Agent/PM: Andrew Bennett, Executive Manager Telephone: (239) 252-8425 E-Mail(s): Andrew.Bennett@colliercountyfl.gov Page IS of33 PSA Fixed Tenn Continuing Contract 2017 009 Ver.3 16 E3 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: Hole Montes, Inc. Address: 950 Encore Way Naples, FL 34110 Authorized Agent: Richard E. Brylanski, VP Attention Name & Title: Timothy Parker, P.E. Telephone: (239) 985-1200 E-Mail(s): RickBrylanski@HMenq.com TimParker@HMeng.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. 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 termination of this Agreement. Page 16 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.3 t 16 E3 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Protects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions, Certifications and Assurances Solicitation # 20-7806 , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. ■ 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 (M ) 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. ■ 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, Page 17 o133 PSA Fixed Term Continuing Contract 2017 009 Vera / `t 16E3 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 suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 ot'33 PSA Fixed Term Continuing Contract 2017 009 Ver.3 16 E3 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 Fixed Term Continuing Contract 2017.009 Ver.3 16E3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller • By: By: Date: 6oy‘e,,, �CJ d- PENNY TAYLOR , Chair Attest as to Cha "an's signature only. rov as to or and Legality: County Attorney Name Consultant: Consultant's Witn ses: Hol ontes, Inc. By: least"yy t o a - Piriro w) �,ur -( ,VP Name and'Title COOdipk r- Name and Title s re avly.ea�v ...tar Name and Title Page 20 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver jj14). 16E3 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)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 Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) DTime & Material (T&M)(established hourly rate—Schedule A) ❑Cost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task ill $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director 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 of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm 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 Term Continuing Contract 2017.009 Ver.3 6 E3 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 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 issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.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. 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 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 CONSULTANT's 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. Page 22 0133 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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. [1]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. ■ 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. 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 Page 23 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver 3 16E3 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. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 5.3.3.4. 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. 5.3.4. 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 Fixed Term Continuing Contract 2017.009 Vera 1 6 E 3 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $205 Senior Project Manager $195 Project Manager $155 Senior Engineer $170 Engineer $134 Senior Inspector $125 Senior Planner $170 Planner _ $122 Senior Designer $118 Designer $115 Clerical/Administrative _ $85 Surveyor and Mapper $173 CADD Technician $94 Senior GIS Specialist $95 The above hourly rates are applicable to Time and Materials task(s) 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. X Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16E3 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 2017.0(19 Vera 16 E3 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? ■; Yes No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000.000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes ❑■ No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? 7 Yes III. No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? U 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 Term Continuing Contract 20I7.009 Ver 3 16E3 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR. Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? n Yes ■I 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 ■I No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? • Yes No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Yes ■ No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? Yes n No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that. in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? [f Yes n No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event 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 31)of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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 Fixed Term Continuing Contract 2017.009 Ver.3 16E3 ❑ this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, 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 "Airport Improvement Program (AIP) Professional Services for Airports(FAA Funded) Category B: Architectural/Engineering Design Services project is accurate, complete and current as of the time of contracting. BY: 1 L -t—' TITLE: Y • t'I _ 1.1''1'�C�--title.► DATE: 12,q202.‘ Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 SCHEDULE E Other: Federal Contract Provisions, Certifications and Assurances (Description) ill following this page (page/s 1 through 22 ❑ this schedule is not applicable Page 33 of 33 PSA Fixed'I'erm Continuing Contract 2017.009 Ver.3 16 E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 CONTRACTOR COMPLIANCE REQUIREMENT OVERVIEW The services performed by the awarded Contractor shall be in compliance with all applicable FAA regulations/requirements,and additional requirements specified in this document. It shall he the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor(including all subcontractors) must insert these contract provisions in each lower tier contracts(e.g.subcontract or sub-agreement); 2) The contractor(or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor,lower-tier subcontractor or service provider. CONTRACT AND SOLICITATION CLAUSES (1-15) 1. ACCESS TO RECORDS AND REPORTS 2 CFR§200.333; 2 CFR§200.336; FAA Order 5100.38 (Contract Clause A1.3 also applies to subcontracts.) CONTRACT CLAUSE A1.3 (Access to Records and Reports): The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives, access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit,examination,excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 2. BREACH OF CONTRACT TERMS 2 CFR§200 Appendix II(A) (Applies to contracts -/>$I50,000.) CONTRACT CLAUSE A3.3 (Breach of Contract Terms): Any violation or breach of terms of this contract on the part of the Contractor or Consultant or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The County will provide the Contractor or Consultant written notice that describes the nature of the breach and corrective actions the Contractor or Consultant must undertake in order to avoid termination of the contract, County reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the County elects to terminate the contract.The County's notice will identify a specific date by which the Contractor or Consultant must correct the breach. County may proceed with termination of the contract if the Contractor or Consultant fails to correct the breach by deadline indicated in the County's notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available there under are in addition to,and not a limitation of,any duties,obligations, rights and remedies otherwise imposed or available by law. FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 1 16E3 ` � EXHIBIT IA—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP) Grants CFDA 20.106 3. CIVIL RIGHTS - GENERAL 49 USC§47123 CONTRACT CLAUSE A5.3.1(General Civil Rights Provisions): The contractor agrees to comply with pertinent statutes,Executive Orders and such rules as are promulgated to ensure that no person shall,on the grounds of race, creed, color, national origin, sex,age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 1. CIVIL RIGHTS - TITLE VI ASSURANCE SOLICITATION CLAUSE A6.3.1 (Title VI Solicitation Notice): Collier County, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§2000d to 2000d-4)and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race,color,or national origin in consideration for an award. CONTRACT CLAUSES A6.4.1 (Title VI Clauses for Compliance with Nondiscrimination Requirements): During the performance of this contract,the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the"contractor")agrees as follows: 1) Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time,which arc herein incorporated by reference and made a part of this contract. 2) Nondiscrimination: The contractor, with regard to the work performed by it during the contract,will not discriminate on the grounds of race,color, or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR part 21. 3) Solicitations for Subcontracts,including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding,or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race,color,or national origin. 4) Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5) Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the Non- discrimination provisions of this contract,the sponsor will impose such contract sanctions as it FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 2 16E3 EXHIBIT 1 A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP) Grants CFDA 20.106 or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling,terminating,or suspending a contract,in whole or in part. 6) Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract,including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. CONTRACT CLAUSES A6.4.5 (Title VI List of Pertinent Nondiscrimination Acts and Authorities): During the performance of this contract, the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the"contractor")agrees to comply with the following non-discrimination statutes and authorities;including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race,color,national origin); • 49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); •The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973,(29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR part 27; •The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); •Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race,creed,color,national origin,or sex); •The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title Vi of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients,sub-recipients and contractors,whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990,which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute(49 U.S.C. §47123)(prohibits discrimination on the basis of race,color,national origin,and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; FAA Guidelines for Cataract Provisions for Obligated Sponsors and AlP Projects:Issued on June 19,20I S. Page 3 16E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP)Grants CFDA 20.106 • Executive Order 13166, improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg.at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq). 4. CLEAN AIR AND WATER POLLUTION CONTROL 2 CFR§200,Appendix II(G) (Applies to all contracts and subcontracts that exceed $150,000.) CONTRACT CLAUSE A7.3 (Clean Air and Water Pollution Control): Contractor agrees to comply with all applicable standards,orders,and regulations issued pursuant to the Clean Air Act(42 U.S.C.§740- 7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C. § 1251-1387).The Contractor agrees to report any violation to the County immediately upon discovery. The County assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Contractor must include this requirement in all subcontracts that exceed$150,000. 5. DEBARMENT AND SUSPENSION 2 CFR part 180(Subpart C); 2 CFR part 1200; DOT Order 4200.5 (Applies to contracts and subcontracts of$25,000 or more.) SOLICITATION CLAUSE A11.3;A11.3.1 (Certification of Offerer/Bidder Regarding Debarment): By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. LOWER TIER CONTRACT CERTIFICATION A11.3.2 (Certification of Lower Tier Contractors Regarding Debarment): The Contractor, by administering each lower tier subcontract that exceeds $25,000 as a"covered transaction",must verify each lower tier participant of a"covered transaction"under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: i. Checking the System for Award Management at website: http://www.sam.gov. ii, Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment,above. iii. Inserting a clause or condition in the covered transaction with the lower tier contract. If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction,the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant. 6. DISADVANTAGED BUSINESS ENTERPRISE 49 CFR part 26; 49 CFR§26.53 REQUIRED PROVISIONS Al2.3; SOLICITATION LANGUAGE Al2.3.1 (Solicitations that include a Project Goal): Information Submitted as a Matter of Bidder Responsiveness FAA Guidelines for Contract Provisions for Obligated Sponsors and AiP Projects;Issued on June 19,20/8. Page 4 16E3 EXHIBIT IA—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 The County's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53.As a condition of bid responsiveness, the Bidder or Offeror must submit the following information with its proposal on the forms provided herein: 1) The names and addresses of Disadvantaged Business Enterprise(DBE) firms that will participate in the contract; 2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under(a.) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under(a.)to meet the Owner's project goal;and 5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. Information Submitted as a Matter of Bidder Responsibility The County's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53. The successful Bidder or Offeror must provide written confirmation of participation from each of the DBE firms the Bidder or Offeror lists in its commitment within five days after bid opening. 1) The names and addresses of Disadvantaged Business Enterprise(DBE) firms that will participate in the contract; 2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under(f.) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under(f)to meet the County's project goal;and 5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. SOLICITATION LANGUAGE Al2.3.2(Race/Gender Neutral Means): The requirements of 49 CFR Part 26,Regulations of the U.S. Department of Transportation,apply to this contract.It is the policy of the Collier County Airport Authority, as owner of the Collier County General Aviation Airports, to practice nondiscrimination based on race,color,sex,or national origin in the award or performance of this contract. Collier County encourages participation by all firms qualifying under this solicitation regardless of business size or ownership. All firms qualifying under this solicitation are encouraged to submit bids/proposals. Award of this contract will be conditioned upon satisfying the requirements of this bid specification.These requirements apply to all bidders, including those who qualify as a DBE. A DBE contract goal of 4.2 percent has been established for this contract. The bidder shall make good faith efforts, as defined in Appendix A,49 CFR Part 26, to meet the contract goal for DBE participation in the performance of this contract. The bidder will be required to submit the following information with their proposal on the forms provided herein: (1) The names and addresses of DBE firms that will participate in the contract; (2) A description of the work that each DBE firm will perform; (3)The dollar amount of the participation of each DBE firm participating; (4)Written documentation of the bidder's commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; (5) Written confirmation from the DBE that it is participating in the contract as provided in the commitment made under(4); (6)If the contract goal is not met,evidence of good faith efforts. FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects:issued on June 19,20/8. Page 5 I E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 PRIME CONTRACTS Al2.3.3(Projects Covered by a DBE Program) Contract Assurance(§26.13) The Contractor or subcontractor shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract.The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy,as the recipient deems appropriate,which may include,but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages;and/or 4) Disqualifying the Contractor from future bidding as non-responsible. Prompt Payment Mechanisms(§26.29) The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime contract receives from the Authority. The prime contractor agrees further to return retainage payments to each subcontractor within thirty(30)days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Authority. This clause applies to both DBE and non-DBE subcontracts. Florida Department of Transportation DBE Certification Requirements for FAA Grant Funded Projects Directory(§26.31) The Authority uses the Florida Unified Certification Program(FL UCP)DBE Directory,maintained by the Florida Department of Transportation(FDOT).The Directory lists the finn's name,address,phone number, date of the most recent certification, and the type of work the firm has been certified to perform as a DBE. In addition, the Directory lists each type of work for which a firm is eligible to be certified by using the most specific NAICS code available to describe each type of work. The Florida Department of Transportation updates the Directory at least annually, and periodically, as necessary. The Directory is available for review by contacting: Justin Lobb, Airport Manager, Collier County Airport Authority,2005 Mainsail Drive,Suite 1,Naples, FL 34114,239-642-7878.The Directory may be found at http://www.dot.state.fl.us/equalopportunityoffice/ Certification Process(§26.61—26.73) The Authority will refer all matters pertaining to certification to the Florida Department of Transportation in accordance with the Florida UCP program. The Florida Department of Transportation will use the certification standards of Subpart D of Part 26 to determine the eligibility of firms to participate as DBEs in USDOT-assisted contracts. To be certified as a DBE, a firm must meet all certification eligibility standards.The Florida Department of Transportation will make all certification decisions based on the facts as a whole. For further information about the certification process or to apply for certification,firms should contact: Florida Department of Transportation(FDOT) Equal Opportunity Office 605 Suwannee St. MS 65 Tallahassee,Florida 32399-0450 (850)414-4747 Equal Opportunity Office http://www.dot.state.fl.us/equalopportunityoffice/ FAA Guidelines for Contract Provisions for Obligated Sponsors and A/P Projects;Issued on June 19.2018. Page 6 1b E . EXHIBIT IA—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 County Administrative Reconsideration(§26.53(d)) Within ten (10) days of being informed by the Authority that it is not responsive because it has not documented sufficient good faith efforts, a bidder may request administrative reconsideration. Bidders should make this request in writing to the following reconsideration official: Gene Shue, Operations Support Director, Collier County Airport Authority, 2885 S. Horseshoe Drive, Naples, FL 34104, 239-252-5169.The reconsideration official will not have played any role in the original determination that the bidder did not document sufficient good faith efforts. As part of this reconsideration, the bidder will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made adequate good faith efforts to do so.The bidder will have the opportunity to meet in person with the Authority's administrative reconsideration official to discuss the issue of whether it met the goal or made adequate good faith efforts to do. The Authority will send the bidder a written decision on reconsideration, explaining the basis for finding that the bidder did or did not meet the goal or make adequate good faith efforts to do so. The result of the reconsideration process is not administratively appealable to the US Department of Transportation. 7. DISTRACTED DRIVING Executive Order 13513,DOT Order 3902.10 (Applies to all AIP funded contracts and subcontracts exceeding $3,500.) CONTRACT CLAUSE A13.3 (Texting When Driving): In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 "Text Messaging While Driving" (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant. In support of this initiative,the County encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers,including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding$3,500 and involve driving a motor vehicle in performance of work activities associated with the project. 8. ENERGY CONSERVATION REQUIREMENTS 2 CFR§200,Appendix II(H) (Applies to subcontracts.) CONTRACT CLAUSE A14.3 (Energy Conservation Requirements): Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C.620let seq). 9. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) 29 U.S.C.§201,et seq SOLICITATION CLAUSE A17.3: All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201,the Federal Fair Labor Standards Act(FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping,and child labor standards for full and part time workers. The Contractor or Consultant has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor or FAA Guidelines,for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June/9,201 S, Page 7 16 E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 Consultant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor—Wage and Hour Division 10. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES 31 U.S.C. § 1352—Byrd Anti-Lobbying Amendment;2 CFR part 200; Appendix II(J); 49 CFR part 20;Appendix A (Applies to contracts and subcontracts =/>$100,000.) CONTRACT CLAUSE A18.3(Certification Regarding Lobbying): The Bidder or Offeror certifies by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that: 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, 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 sub-awards at all tiers(including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients 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 section 1352, title 31, U.S. Code. 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. 11. OCCUPATIONAL SAFETY AND HEALTI1 ACT OF 1970 20 CFR part 1910 (Applies to contracts and subcontracts.) CONTRACT CLAUSE A20.3:All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer, hereinafter known as"the Contractor,"must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee.The Contractor retains full responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor—Occupational Safety and Health Administration. 12. TAX DELINQUENCY AND FELONY CONVICTIONS Sections 415 and 416 of Title IV, Division L of the Consolidated Appropriations Act,2014 (Pub. L. 113-76),and similar provisions in subsequent appropriations acts. DOT Order 4200.6 FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 8 16E3 EXHIBIT IA—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 (Applies to all contracts funded in whole or part with AlP) CONTRACT CLAUSE A24.3 (Certification of Offeror/Bidder Regarding Tax Delinquency and Felony Convictions): The Contractor must complete the following two certification statements. (SEE SEPARATE CERTIFICATION DOCUMENT)The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark(✓)in the space following the applicable response. (A separate form is provided for the certification.)The applicant agrees that,if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts. Certifications 1) The applicant represents that it is( )is not( X)a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2) The applicant represents that it is ( ) is not (X ) is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. Note If an applicant responds in the affirmative to either of the above representations,the applicant is ineligible to receive an award unless the sponsor has received notification from the agency suspension and debarment official(SDO)that the SDO has considered suspension or debarment and determined that further action is not required to protect the Government's interests. The applicant therefore must provide information to the owner about its tax liability or conviction to the Owner, who will then notify the FAA Airports District Office, which will then notify the agency's SDO to facilitate completion of the required considerations before award decisions are made. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24) months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. § 3559. Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted,or have lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 13. TERMINATION OF CONTRACT 2 CFR§200 Appendix II(B); FAA Advisory Circular 150/5370-10; Section 50-09 (Applies to all contracts and subcontracts —/>$10,000.) CONTRACT CLAUSE A25.3,A25.3.1 Termination for Convenience: TERMINATION FOR CONVENIENCE(PROFESSIONAL SERVICES) The County may, by written notice to the Consultant, terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the County,the Contractor must immediately discontinue all services affected. Upon termination of the Agreement,the Consultant must deliver to the County all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract,whether complete or partially complete. FAA Guidelines for Contract Provisions for Obligated Sponsors and AlP Projects:Issued on June/9.201S. Page 9 1{ 4 16 E4 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP) Grants CFDA 20.106 County agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. County further agrees to hold Consultant harmless for errors or omissions in documents that arc incomplete as a result of the termination action under this clause. TERMINATION FOR DEFAULT(PROFESSIONAL SERVICES) Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach,and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by County: 1'he County may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by County approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project;or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately'discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement,the Consultant must deliver to the County all data, surveys, models,drawings, specifications, reports, maps, photographs, estimates,summaries,and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. County agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. County further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If,after finalization of the termination action,the County determines the Consultant was not in default of the Agreement,the rights and obligations of the parties shall be the same as if the County issued the termination for the convenience of the County. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant, County agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If County and Consultant cannot reach mutual agreement on the termination settlement,the Consultant FAA Guidelines for Contract Provisions for Obligated Sponsors and AiP Projects:Issued on June 19,20/8. Page 10 lb E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 may,without prejudice to any rights and remedies it may have,proceed with terminating all or parts of this Agreement based upon the County's breach of the contract. In the event of termination due to County breach, the Engineer is entitled to invoice County and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. County agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 14. TRADE RESTRICTION CERTIFICATION 49 USC§50104; 49 CFR part 30 (Applies to all AIP funded projects) SOLICITATION CLAUSE A26.3 (Trade Restriction Certification): By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract,the Offeror— 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative(U.S.T.R.); 2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R;and 3) has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false,fictitious,or fraudulent certification may render the maker subject to prosecution under Title 18,United States Code,Section 1001. The Offeror/Contractor must provide immediate written notice to the County if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: 1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R.or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or 3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in in all lower tier subcontracts. The contractor may rely FAA Guidelines for Contract Provisions for Obligated Sponsors and AiP Projects:Issued on June 19,2018. Page 11 16 E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the County cancellation of the contract or subcontract for default at no cost to the County or the FAA. 15. VETERAN'S PREFERENCE 49 USC§47112(c) CONTRACT CLAUSE A27.3(Veteran's Preference): In the employment of labor(excluding executive, administrative,and supervisory positions),the contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans,Afghanistan-Iraq war veterans,disabled veterans,and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. FAA Guidelines for Contract Provisions for Obligated Sponsors and All'Projects;Issued on June/9,2018. Page 12 16E3 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE. Page Certification and Form GCA-2 Certification Regarding Debarment, Suspension,and Other Responsibility Matters— Primary Covered Transactions GCA-3:6 Disadvantaged Business Enterprise(DBE)Utilization(Forms 1-4) GCA-7 Collier County Conflict of Interest Certification GCA-8 Certification of Offerer/Bidder Regarding Tax Delinquency and Felony Convictions GCA-9 GCA-Certification Regarding Lobbying GCA-I O Acknowledgement of Grant Terms and Conditions GCA- I 16E3 EXHIBIT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions (I) The prospective primal), participant certifies to the best of its knowledge and belief, that it and its principals: (a) Arc not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification;and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal,State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. Airport Improvement Program (AIP) Richard E. Brylanski, P.E. Professional Services for Airports FAA Funded Name Project Name Vice President 20-7806 Title Project Number Hole Montes, Inc. 59-1518838 Firm Tax ID Number 124843178 DUNS Number 6200 Whiskey Creek Dr., Fort Myers, FL 33919 _ Streets City,State,Zip Signature GCA-2 16 E3 EXIIII3IT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE)Utilization FORM 1 The undersigned bidder/offerer has satisfied the requirements of the bid specification in the following manner(please check the appropriate space): X The bidder is committed to a minimum of 4.2 % DBE utilization on this contract. The bidder (if unable to meet the applicable DBE goal of 4.2%) is committed to a minimum of % DBE utilization on this contract and has submitted documentation demonstrating good faith efforts. Name of bidder's firm: Hole Montes, Inc. State Registrati No----449782 By Vice President (Signature) Title Richard E. Brylanski GCA-3 Ib E3 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE) Utilization LETTER OF INTENT FORM 2 (Submit this page for each DBE subcontractor.) Name of bidder's firm: Hole Montes, Inc. Address: 6200 Whiskey Creek Dr. City: Fort Myers State: FL Zip: 33919 Name of DBE firm: E.F. Gaines Surveying Services, Inc. Address: 5235 Ramsey Way, Ste. 10 City: Fort Myers State: FL Zip: 33907 Telephone: 239-418-0126 Description of work to be performed by DBE firm: Surveying The bidder is committed to utilizing the above-named DBE firm for the work described above. The estimated dollar value of this work is$ TBD Affirmation The above-named DBE firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above. Elizabeth Gaines Dfg1a1ys1gncdV5434.b°'h�''"°' By oa,�:Zwo.,:.oeos:easo osoo President (Signature) (Title) If the bidder does not receive award of the prime contract, any and all representations in this Letter of Intent and Affirmation shall be null and void. GCA 16 E3 EXI-11131T I.f3 GRANT CFRTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE) Utilization (M/WBE) GOOD FAITH EFFORTS FORM 3 Prior to an award, all bidders/proposers will be required to document a "Good Faith Effort" to secure disadvantaged, minority/women-owned and/or businesses as subcontractors/sub- consultants/suppliers. In the case of some construction projects, this documentation may be submitted after award of the contract, for those subcontract areas occurring later in the construction process. Fulfillment of the"good faith effort" can be accomplished by: 1. Attendance of pre-bid/pre-proposal conference, as scheduled by the County. 2. Efforts to follow-up initial solicitation of interest by contacting disadvantaged/minority/women- owned firms to determine with certainty whether these firms are interested. 3. Efforts made to select portions of the work proposed to be performed by disadvantaged/minority/women-owned firms in order to increase the likelihood of achieving participation (including, where appropriate, breakdown of subcontracts into economically feasible units to facilitate participation). 4. Documenting each disadvantaged/minority/woman-owned firm contacted the conclusion or decision regarding inclusion and reasons for the conclusions. 5. Efforts to assist the disadvantaged/minority/women-owned firms contacted that needed assistance in obtaining bonding, lines of credit or insurance. 6. Efforts that demonstrate that the contractor effectively used the services of available community organizations, contractor's groups, local, state and federal agencies, small businesses, disadvantaged/minority/women business assistance offices and other organizations that provide assistance and placement of disadvantaged/minority/woman-owned businesses. Company Name: Hole Montes, Inc. Printed Name: Richard E. Brylanski, P.E. Title: Vice President Signed: 12/15/2020 Date: GCA-5 16 E3 N EXI-11131'l' 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE)Utilization (M/WBE) OPPORTUNITY LIST FORM 4 Prime Contractor/Consultant Hole Montes, Inc. Address/Phone Number 6200 Whiskey Creek Dr., Fort Myers, FL 33919 239.985.1200 Procurement Number 20-7806 Disadvantaged businesses and minority vendors, as defined in the Federal Code of Federal Regulations or Florida State Statutes must have the opportunity to participate on contracts with federal and/or state grant assistance. FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# 59-3154723 DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME Tierra MBE(Minority, BETWEEN $1-$5 MIILION PHONE 813.989.1354 WBE(Women; BETWEEN $5-$10 MIILION STREET ADDRESS 7351 Temple Terrace Hwy. X NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP Tampa,FL 33637 X MORE THAN S15 MIILION YEAR FIRM EST. 1992 FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# 04-3653931 X DBE(Disadvantaged) x LESS THAN$1 MIILION FIRM NAME E.F.Gaines Surveying Services.Inc. MBE(Minority) BETWEEN $1-$5 MIILION PHONE 239.418.0126 WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS 5235 Ramsey Way.Suite 10 NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP Fort Myers.FL 33907 MORE THAN$15 MIILION YEAR FIRM EST. 2002 FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1 -$5 MIILION PHONE WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST. FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1-$5 MIILION PHONE WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST, FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1-$5 MIILION PHONE WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-S15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST. FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(DisadvantaqeA) LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1-$5 MIILION PHONE WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST. GCA-6 1 6 E 3 EXHIBIT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 20-7806 Collier County Solicitation No. 1, Richard E. Brylanski , hereby certify that to the best of my knowledge, neither i nor my spouse, dependent child,general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom i am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. i further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also,to the best of my knowledge,no member of my household;no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year arc parties or represent a party to the matter. 1 also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest 1,or anyone noted above, has in any person or organization that does become involved in,or is affected at a later date by,the conduct of this matter. Richard E. Brylanski, P.E. • Name Signature Vice President 12/15/2020 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart i require the reporting of this information.The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations.Additional disclosures of the information on this report may be made:(I)to a federal,state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena;(3)to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. GCA-7 16 E3 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification of Offeror113idder Regarding Tax Delinquency and Felony Convictions The Contractor must complete the following two certification statements. The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark (✓) in the space following the applicable response. The applicant agrees that, if awarded a contract resulting from this solicitation,it will incorporate this provision for certification in all lower tier subcontracts. Certifications a) The applicant represents that it is ( ) is not (X ) a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. b) The applicant represents that it is( ) is not(X)is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24)months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S.code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. §3559. Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed,for which all judicial and administrative remedies have been exhausted,or have lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. Richard E. Brylanski, P.E. Vice President Name Title Hole Montes, Inc. Firm Signature ccA-x 1 6 E EXHIBIT I.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying (Federal and Stale) The undersigned 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 3l, 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, Hole Montes, Inc. , 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 et seq.,apply to this certification and disclosure, if any. In addition,the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to this cery disclosure,if any. Signature of Contractor's Authorized Official Richard E. Brylanski, P.E. -Vice Pres. Name of Authorized Official and Title 12/15/2020 Date GCA-9 16E3 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: 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. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Hole Montes, Inc. Date 12/15/2020 Authorized Signature Address 6200 Whiskey Creek Dr., Fort Myers, FL 33919 Solicitation/Contract# 20-7806 GCA-10 16 E3 Exhibit"A-6" Agreement No. 20-7802 "General Professional Services for Airports (FDOT Funded)" TO FOLLOW THIS PAGE Page 10 of 13 Assumption Agreement C.�� 16E3 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) CCNA n NON-OC.NA Contract# 20-7802 for "General Professional Services for Airports (FDOT Funded) THIS AGREEMENT is made and entered into this \4e day of 549.14 t( , 20 21 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Hole Montes, Inc. authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL 34110 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT'S services expeditiously when a need arises in connection with a Collier County project; and IS 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 II 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 CONSULTANT that the COUNTY will utilize CONSULTANT'S services exclusively or at all. Page 1 of 33 I'SA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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 $500,000 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. FiMulti-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 Airport Authority Division. b. For each service category, the Airport Authority 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 Contract 2017.009 Ver.3 16 E3 1.4.1.1 Professional Services Library Direct Selection. For wefk ass+gr�ments req ring uniqu , including past experience on another phase of t lect Form, which requires the approval of both a Division Direct() re directly selected for a cd 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 Contract 2017.009 Ver.3 I E3 1.12. The CONSULTANT designates Timothy J. Parker, P.E., C.M. 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 (218.735 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) 252-8999 Page 4 of 33 PSA Fixed Term Continuing Contract 2017,009 Ver.3 16E3 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 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 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 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 (i.e. right-of-way - ROW, centerlines-CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through 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. Page 6 of 33 PSA Fixed Term Continuing Contract 2017,009 Ver.3 CAU E3 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, Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 / �11 1 +6 E3 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. 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 three (3 ) 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 two ( 2 ) 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 Fixed Term Continuing Contract 20I 7.009 Ver.3 16E3 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. • 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 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.3 16E3 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 as provided in Section 725.08(1) & (2), Florida Statutes. [END OF ARTICLE EIGHT] Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 0 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 ot'33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 ARTICLE TEN 1 6 L "� 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 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 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 Paoe 12 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.3 6 E3 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. 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 13 of 33 PSA Fixed Term Continuing Contract 2017.0(19 Ver.3 • 16E3 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. n 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 14 of33 I'SA Fixed Tenn Continuing Contract 2017 009 Vet 16 E3 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 Name: Operations Support Divison (Airport Authority) Division Director: Gene Shue Address: 2885 Horseshoe Drive S Naples, FL 34104 Administrative Agent/PM: Andrew Bennett, Executive Manager Telephone: (239) 252-8425 E-Mail(s): Andrew.Bennett@colliercountyfl.gov Pazc IS of33 PSA Fixed Term Continuing Contract 2017 009 Ver.3 16E3 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: Hole Montes, Inc. Address: 950 Encore Way Naples, FL 34110 Authorized Agent: Richard E. Brylanski, VP Attention Name & Title: Timothy J. Parker, P.E. Telephone: (239) 985-1200 E-Mail(s): RickBrylanski@HMeng.com TimParker@HMeng.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. 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 termination of this Agreement. PaLlc 16 of33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions, Certifications and Assurances Solicitation # 20-7802 , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. II 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 (NI ) 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. 111 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, Pace 17 o f 33 1'SA Fixed Term Continuing Contract 2017.009 Ver.3 16E3 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 suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 o133 PSA Fixed berm Continuing Contract 2017.009 Ver.3 16E3 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 Fixed Term Continuing Contract 2017.009 Ver.3 16E3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller By: A--- By: Date: PENNY TAYLOR , Chair Attest to Chairman's signature'only A proved a to Ft 7Le ahty: County Attorney /� —re Consultant: SGe1) /ews-1 Hole Montes, Inc. Name onsultant's Witne es: By: jtrase Name and Title l Name and Title a itn-ems Name and Title Page 20 of 33 PSA Fixed Term Continuing Contract 2017.009 V c3 i 6 E3 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)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 Scope of Work: As detailed in the attached proposal and the following: * Task l - * Task ll * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): ONegotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs(LS+RC) Time & Material (T&M)(established hourly rate—Schedule A) OCost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director 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 of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm 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 Term Continuing Contract 2017.009 Ver.3 CAO 16E3 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 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 issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.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. 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 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 CONSULTANT's 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"'aches" 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.3 16 E3 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. I 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. ■ 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. 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 Page 23 or33 1'SA Fixed Term Continuing Contract 2017.009 Ver.3 `,, ,1 16 E3 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. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 5.3.3.4. 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. 5.3.4. 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 Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $205 Senior Project Manager $195 Project Manager $140 Senior Engineer $170 Engineer $134 Senior Inspector $125 Senior Planner $170 Planner $122 Senior Designer $118 -- Designer $115 Clerical/Administrative $85 Surveyor and Mapper $173 CADD Technician $94 Senior GIS Specialist $95 The above hourly rates are applicable to Time and Materials task(s) 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. n Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 SCHEDULE C INSURANCE COVERAGE 16 E 3 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.3 CA r) 16E3 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? Yes n No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes ❑■ No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? Yes 111 No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? (■I Yes I I No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, 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 Term Continuing Contract 2017 009 Ver.3 161- . 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 • 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? i111• Yes No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Yes III No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16E3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. POLLUTION INSURANCE. Required by this Agreement? ❑ Yes U No Pollution Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ❑■ Yes ❑ 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 PSA Fixed Term Continuing Contract 2017,009 Ver.3 16E3 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 Fixed Term Continuing Contract 2017.009 Ver.3 16E3 ❑ this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, 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 "General Professional Services for Airports(FDOT Funded) project is accurate, complete and current as of the time of contracting. BY: ? 20LcV TITLE: V P. DATE: W002-I Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver,3 16 E3 SCHEDULE E Other: Federal Contract Provisions, Certifications and Assurances (Description) IJ following this page (page/s 1 through 23 ❑ this schedule is not applicable Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.3 16 E3 EXHIBIT IA—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 CONTRACTOR COMPLIANCE REQUIREMENT OVERVIEW The services performed by the awarded Contractor shall be in compliance with all applicable FAA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project.In general, 1) The contractor(including all subcontractors) must insert these contract provisions in each lower tier contracts(e.g.subcontract or sub-agreement); 2) The contractor(or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. CONTRACT AND SOLICITATION CLAUSES(1-15) 1. ACCESS TO RECORDS AND REPORTS 2 CFR§200.333; 2 CFR§200.336; FAA Order 5100.38 (Contract Clause A1.3 also applies to subcontracts.) CONTRACT CLAUSE A1.3 (Access to Records and Reports): The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives, access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit,examination,excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 2. BREACH OF CONTRACT TERMS 2 CFR§200 Appendix II(A) (Applies to contracts =/>$150,000.) CONTRACT CLAUSE A3.3 (Breach of Contract Terms): Any violation or breach of terms of this contract on the part of the Contractor or Consultant or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The County will provide the Contractor or Consultant written notice that describes the nature of the breach and corrective actions the Contractor or Consultant must undertake in order to avoid termination of the contract. County reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the County elects to terminate the contract.The County's notice will identify a specific date by which the Contractor or Consultant must correct the breach. County may proceed with termination of the contract if the Contractor or Consultant fails to correct the breach by deadline indicated in the County's notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available there under are in addition to,and not a limitation of,any duties,obligations, rights and remedies otherwise imposed or available by law. FAA Guidelines jor Contract Provisions for Obligated Sponsors and AIP Projects.Issued on June 19,2018. Page 1 CAC) 16E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS(FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 3. CIVIL RIGHTS - GENERAL 49 USC§47123 CONTRACT CLAUSE A5.3.1 (General Civil Rights Provisions): The contractor agrees to comply with pertinent statutes,Executive Orders and such rules as are promulgated to ensure that no person shall,on the grounds of race,creed,color, national origin, sex, age,or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 1. CIVIL RIGHTS - TITLE VI ASSURANCE SOLICITATION CLAUSE A6.3.1 (Title VI Solicitation Notice): Collier County, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race,color,or national origin in consideration for an award. CONTRACT CLAUSES A6.4.1 (Title VI Clauses for Compliance with Nondiscrimination Requirements): During the performance of this contract, the contractor, for itself, its assignees,and successors in interest(hereinafter referred to as the"contractor")agrees as follows: I) Compliance with Regulations: The contractor(hereinafter includes consultants)will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time,which are herein incorporated by reference and made a part of this contract. 2) Nondiscrimination: The contractor, with regard to the work performed by it during the contract,will not discriminate on the grounds of race,color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR part 21. 3) Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding,or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race,color,or national origin. 4) Information and Reports: The Contractor will provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information,the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5) Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the Non- discrimination provisions of this contract,the sponsor will impose such contract sanctions as it FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects:Issued on June 19,20/8. Page 2 r'� I E3 EXHIBIT IA—FEDERAL CONTRACT PROVISIONS(FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling,terminating,or suspending a contract, in whole or in part. 6) Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract,including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. CONTRACT CLAUSES A6.4.5 (Title VI List of Pertinent Nondiscrimination Acts and Authorities): During the performance of this contract, the contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the"contractor")agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race,color,national origin); •49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973,(29 U.S.C. § 794 et seq.),as amended, (prohibits discrimination on the basis of disability);and 49 CFR part 27; •The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race,creed,color,national origin,or sex); •The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients,sub-recipients and contractors,whether such programs or activities are Federally funded or not); •Titles II and III of the Americans with Disabilities Act of 1990,which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; •The Federal Aviation Administration's Nondiscrimination statute(49 U.S.C. §47123)(prohibits discrimination on the basis of race,color,national origin,and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects,Issued on June 19,2018. Page 3 16 E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP) Grants CFDA 20.106 • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance,national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg.at 74087 to 74100); •Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq). 4. CLEAN AIR AND WATER POLLUTION CONTROL 2 CFR§200,Appendix II(G) (Applies to all contracts and subcontracts that exceed $150,000.) CONTRACT CLAUSE A7.3 (Clean Air and Water Pollution Control): Contractor agrees to comply with all applicable standards,orders,and regulations issued pursuant to the Clean Air Act(42 U.S.C.§740- 7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C. § 1251-1387).The Contractor agrees to report any violation to the County immediately upon discovery. The County assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration.Contractor must include this requirement in all subcontracts that exceed$150,000. 5. DEBARMENT AND SUSPENSION 2 CFR part 180(Subpart C); 2 CFR part 1200; DOT Order 4200.5 (Applies to contracts and subcontracts of$25,000 or more.) SOLICITATION CLAUSE A11.3; A11.3.1 (Certification of Offerer/Bidder Regarding Debarment): By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. LOWER TIER CONTRACT CERTIFICATION A11.3.2 (Certification of Lower Tier Contractors Regarding Debarment): The Contractor, by administering each lower tier subcontract that exceeds $25,000 as a"covered transaction",must verify each lower tier participant of a"covered transaction"under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: i. Checking the System for Award Management at website: http://www.sam.gov. ii. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment,above. iii. Inserting a clause or condition in the covered transaction with the lower tier contract. If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction,the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant. 6. DISADVANTAGED BUSINESS ENTERPRISE 49 CFR part 26;49 CFR§26.53 REQUIRED PROVISIONS Al2.3; SOLICITATION LANGUAGE Al2.3.1 (Solicitations that include a Project Goal): Information Submitted as a Matter of Bidder Responsiveness FAA Guidelines for Contract Provisions for Obligated Sponsors and A IP Projects;Issued on June 19.2018. Page 4 A3' 16E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS(FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 The County's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53. As a condition of bid responsiveness,the Bidder or Offeror must submit the following information with its proposal on the forms provided herein: 1) The names and addresses of Disadvantaged Business Enterprise(DBE) firms that will participate in the contract; 2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under(a.) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under(a.)to meet the Owner's project goal;and 5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. Information Submitted as a Matter of Bidder Responsibility The County's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53. The successful Bidder or Offeror must provide written confirmation of participation from each of the DBE firms the Bidder or Offeror lists in its commitment within five days after bid opening. 1) The names and addresses of Disadvantaged Business Enterprise(DBE) firms that will participate in the contract; 2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under(f.) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under(f.)to meet the County's project goal;and 5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. SOLICITATION LANGUAGE Al2.3.2(Race/Gender Neutral Means): The requirements of 49 CFR Part 26,Regulations of the U.S. Department of Transportation,apply to this contract. It is the policy of the Collier County Airport Authority, as owner of the Collier County General Aviation Airports, to practice nondiscrimination based on race,color,sex,or national origin in the award or performance of this contract. Collier County encourages participation by all firms qualifying under this solicitation regardless of business size or ownership.All firms qualifying under this solicitation are encouraged to submit bids/proposals. Award of this contract will be conditioned upon satisfying the requirements of this bid specification.These requirements apply to all bidders, including those who qualify as a DBE. A DBE contract goal of 4.2 percent has been established for this contract. The bidder shall make good faith efforts, as defined in Appendix A, 49 CFR Part 26, to meet the contract goal for DBE participation in the performance of this contract. The bidder will be required to submit the following information with their proposal on the forms provided herein: (1) The names and addresses of DBE firms that will participate in the contract; (2) A description of the work that each DBE firm will perform; (3)The dollar amount of the participation of each DBE firm participating; (4)Written documentation of the bidder's commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; (5) Written confirmation from the DBE that it is participating in the contract as provided in the commitment made under(4); (6)If the contract goal is not met,evidence of good faith efforts. FAA Guidelines for Contract Provisions for Obligated Sponsors and;III'Projects:Issued on June 19,20/8. Page 5 CAO 1 6 E 3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP)Grants CFDA 20.106 PRIME CONTRACTS Al2.3.3(Projects Covered by a DBE Program) Contract Assurance(§26.13) The Contractor or subcontractor shall not discriminate on the basis of race,color,national origin,or sex in the performance of this contract.The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy,as the recipient deems appropriate,which may include,but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages;and/or 4) Disqualifying the Contractor from future bidding as non-responsible. Prompt Payment Mechanisms(§26.29) The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime contract receives from the Authority. The prime contractor agrees further to return retainage payments to each subcontractor within thirty(30)days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Authority.This clause applies to both DBE and non-DBE subcontracts. Florida Department of Transportation DBE Certification Requirements for FAA Grant Funded Projects Directory(§26.31) The Authority uses the Florida Unified Certification Program(FL UCP)DBE Directory,maintained by the Florida Department of Transportation(FDOT).The Directory lists the firm's name,address,phone number, date of the most recent certification,and the type of work the firm has been certified to perform as a DBE. In addition, the Directory lists each type of work for which a firm is eligible to be certified by using the most specific NAICS code available to describe each type of work. The Florida Department of Transportation updates the Directory at least annually, and periodically, as necessary. The Directory is available for review by contacting: Justin Lobb, Airport Manager, Collier County Airport Authority,2005 Mainsail Drive, Suite 1,Naples,FL 34114,239-642-7878.The Directory may be found at http://www.dot.state.fl.us/equalopportunitvoffice/ Certification Process(§26.61 —26.73) The Authority will refer all matters pertaining to certification to the Florida Department of Transportation in accordance with the Florida UCP program. The Florida Department of Transportation will use the certification standards of Subpart D of Part 26 to determine the eligibility of firms to participate as DBEs in USDOT-assisted contracts. To be certified as a DBE, a firm must meet all certification eligibility standards.The Florida Department of Transportation will make all certification decisions based on the facts as a whole. For further information about the certification process or to apply for certification,firms should contact: Florida Department of Transportation(FOOT) Equal Opportunity Office 605 Suwannee St. MS 65 Tallahassee, Florida 32399-0450 (850)414-4747 Equal Opportunity Office http://www.dot.state.fl.us/eq ualopportunityoffice/ FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 6 16E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 County Administrative Reconsideration(§26.53(d)) Within ten (10) days of being informed by the Authority that it is not responsive because it has not documented sufficient good faith efforts, a bidder may request administrative reconsideration. Bidders should make this request in writing to the following reconsideration official: Gene Shue, Operations Support Director, Collier County Airport Authority, 2885 S. Horseshoe Drive, Naples, FL 34104, 239-252-5169.The reconsideration official will not have played any role in the original determination that the bidder did not document sufficient good faith efforts. As part of this reconsideration, the bidder will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made adequate good faith efforts to do so.The bidder will have the opportunity to meet in person with the Authority's administrative reconsideration official to discuss the issue of whether it met the goal or made adequate good faith efforts to do. The Authority will send the bidder a written decision on reconsideration, explaining the basis for finding that the bidder did or did not meet the goal or make adequate good faith efforts to do so. The result of the reconsideration process is not administratively appealable to the US Department of Transportation. 7. DISTRACTED DRIVING Executive Order 13513,DOT Order 3902.10 (Applies to all AIP funded contracts and subcontracts exceeding $3,500.) CONTRACT CLAUSE A13.3 (Texting When Driving): In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 "Text Messaging While Driving" (12/30/2009),the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant. In support of this initiative,the County encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers,including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. 8. ENERGY CONSERVATION REQUIREMENTS 2 CFR§200,Appendix II(H) (Applies to subcontracts.) CONTRACT CLAUSE A14.3 (Energy Conservation Requirements): Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C.6201 et seg). 9. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) 29 U.S.C.§201,et seq SOLICITATION CLAUSE A17.3: All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201,the Federal Fair Labor Standards Act(FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping,and child labor standards for full and part time workers. The Contractor or Consultant has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor or FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 7 CA-;) EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS(FAA) 1 6 E 3 FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 Consultant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor—Wage and Hour Division 10. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES 31 U.S.C.§ 1352—Byrd Anti-Lobbying Amendment; 2 CFR part 200; Appendix II(J); 49 CFR part 20; Appendix A (Applies to contracts and subcontracts =/>$100,000.) CONTRACT CLAUSE A18.3(Certification Regarding Lobbying): The Bidder or Offeror certifies by signing and submitting this bid or proposal,to the best of his or her knowledge and belief,that: 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, 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 sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients 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 section 1352, title 31, U.S. Code. 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. 11. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 20 CFR part 1910 (Applies to contracts and subcontracts.) CONTRACT CLAUSE A20.3:All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer,hereinafter known as"the Contractor,"must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee.The Contractor retains full responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor—Occupational Safety and Health Administration. 12. TAX DELINQUENCY AND FELONY CONVICTIONS Sections 415 and 416 of Title IV, Division L of the Consolidated Appropriations Act,2014 (Pub. L. 113-76),and similar provisions in subsequent appropriations acts. DOT Order 4200.6 FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects,Issued on June 19,20/8. Page 8 16E3 EXHIBIT IA—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 (Applies to all contracts funded in whole or part with AIP.) CONTRACT CLAUSE A24.3 (Certification of Offeror/Bidder Regarding Tax Delinquency and Felony Convictions): The Contractor must complete the following two certification statements. (SEE SEPARATE CERTIFICATION DOCUMENT) The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark(✓)in the space following the applicable response. (A separate form is provided for the certification.)The applicant agrees that,if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts. Certifications I) The applicant represents that it is( )is not( )a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2) The applicant represents that it is( ) is not( ) is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. Note If an applicant responds in the affirmative to either of the above representations,the applicant is ineligible to receive an award unless the sponsor has received notification from the agency suspension and debarment official (SDO)that the SDO has considered suspension or debarment and determined that further action is not required to protect the Government's interests. The applicant therefore must provide information to the owner about its tax liability or conviction to the Owner, who will then notify the FAA Airports District Office, which will then notify the agency's SDO to facilitate completion of the required considerations before award decisions are made. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24) months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. § 3559. Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted,or have lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 13. TERMINATION OF CONTRACT 2 CFR§200 Appendix II(B); FAA Advisory Circular 150/5370-10; Section 80-09 (Applies to all contracts and subcontracts =/>$10,000.) CONTRACT CLAUSE A25.3,A25.3.1 Termination for Convenience: TERMINATION FOR CONVENIENCE(PROFESSIONAL SERVICES) The County may, by written notice to the Consultant, terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the County,the Contractor must immediately discontinue all services affected. Upon termination of the Agreement,the Consultant must deliver to the County all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract,whether complete or partially complete. FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 9 L�• 1 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS(FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 County agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. County further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. TERMINATION FOR DEFAULT(PROFESSIONAL SERVICES) Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach,and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by County: The County may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by County approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project;or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement,the Consultant must deliver to the County all data, surveys, models,drawings, specifications, reports, maps, photographs, estimates,summaries,and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. County agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. County further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If,after finalization of the termination action,the County determines the Consultant was not in default of the Agreement,the rights and obligations of the parties shall be the same as if the County issued the termination for the convenience of the County. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: I. Defaults on its obligations under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant, County agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If County and Consultant cannot reach mutual agreement on the termination settlement,the Consultant FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects,Issued on June/9,2018. Page 10 Ib E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS(FAA) FAA Funded Airport Improvement Program Projects (AIP) Grants CFDA 20.106 may,without prejudice to any rights and remedies it may have,proceed with terminating all or parts of this Agreement based upon the County's breach of the contract. In the event of termination due to County breach, the Engineer is entitled to invoice County and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. County agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 14. TRADE RESTRICTION CERTIFICATION 49 USC§50104; 49 CFR part 30 (Applies to all AIP funded projects.) SOLICITATION CLAUSE A26.3 (Trade Restriction Certification): By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract,the Offeror-- 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S.firms as published by the Office of the United States Trade Representative(U.S.T.R.); 2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S.firms as published by the U.S.T.R;and 3) has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false,fictitious,or fraudulent certification may render the maker subject to prosecution under Title 18,United States Code,Section 1001. The Offeror/Contractor must provide immediate written notice to the County if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: 1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R.or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or 3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith,the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in in all lower tier subcontracts. The contractor may rely FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects:Issued on June 19,2018. Page 11 OCAtj 16 E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS(FAA) FAA Funded Airport Improvement Program Projects(AIP) Grants CFDA 20.106 on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the County cancellation of the contract or subcontract for default at no cost to the County or the FAA. 15. VETERAN'S PREFERENCE 49 USC§47112(c) CONTRACT CLAUSE A27.3(Veteran's Preference): In the employment of labor(excluding executive, administrative,and supervisory positions),the contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans,and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. FAA Guidelines for Contract Provisions,for Obligated Sponsors and AlP Projects;Issued on June 19,2018. Page 12 16 E3 EXHIBIT 1A—FEDERAL CONTRACT PROVISIONS (FAA) FAA Funded Airport Improvement Program Projects (AIP)Grants CFDA 20.106 on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the County cancellation of the contract or subcontract for default at no cost to the County or the FAA. 15. VETERAN'S PREFERENCE 49 USC§47112(c) CONTRACT CLAUSE A27.3(Veteran's Preference):In the employment of labor(excluding executive, administrative, and supervisory positions),the contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. FAA Guidelines for Contract Provisions for Obligated Sponsors and AIP Projects;Issued on June 19,2018. Page 12 16 E3 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE. Page Certification and Form GCA-2 Certification Regarding Debarment,Suspension,and Other Responsibility Matters— Primary Covered Transactions GCA-3:6 Disadvantaged Business Enterprise(DBE)Utilization(Forms 1-4) GCA-7 Collier County Conflict of Interest Certification GCA-8 Certification of Offerer/Bidder Regarding Tax Delinquency and Felony Convictions GCA-9 GCA-Certi fication Regarding Lobbying GCA-10 Acknowledgement of Grant Terms and Conditions GCA-I („,r:\ 16 E3 EXHIBIT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions (I) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Arc not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements,or receiving stolen property; (c) Arc not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification;and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal,State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. Richard E. Brylanski, P.E. General Professional Services for Airports (FDOT Funded) Name Project Name Vice President 20-7802 Title Project Number Hole Montes, Inc. 59-1518838 Firm Tax ID Number 124843178 DUNS Number 6200 Whiskey Creek Dr., Fort Myers, FL 33919 Street s, r , tate,Zip Signature GCA-2 1 6 E 3 EXHIBIT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE) Utilization FORM 1 The undersigned bidder/offerer has satisfied the requirements of the bid specification in the following manner(please check the appropriate space): X The bidder is committed to a minimum of 4.2 % DBE utilization on this contract. The bidder (if unable to meet the applicable DBE goal of 4.2%) is committed to a minimum of % DBE utilization on this contract and has submitted documentation demonstrating good faith efforts. Name of bidder's firm: Hole Montes, Inc. State Registr ion"No. ' "`59782 By Vice President (Signature) Richard E. Brylanski Title GCA-3 I6 E3 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE)Utilization LETTER OF INTENT FORM 2 (Submit this page for each DBE subcontractor.) Name of bidder's firm: Hole Montes, Inc. Address: 6200 Whiskey Creek Dr. City: Fort Myers State:FL Zip: 33919 Name of DBE firm: Sandra Walters Consultants, Inc., dba SWC Address: 1745 Jefferson Avenue City: Fort Myers State: FL Zip: 33901 Telephone: 305-294-1238 Description of work to be performed by DBE firm: Environmental evaluations and design input for avoiding and minimizin.s impacts ------------------- ----- - - ----- to protected habitats and species, development of mitigation plans, coordinating -with-Stafe aridfederal resource and regulatory agencies, preparation and -pr_acessir]g of enviconroental permit applications..Assistance..witb.p.ublic outreach and information efforts. The bidder is committed to utilizing the above-named DBE firm for the work described above. The estimated dollar value of this work is $ TBD Affirmation The above-named DBE firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above. By- ; President (Signature) (Title) If the bidder does not receive award of the prime contract, any and all representations in this Letter of Intent and Affirmation shall be null and void. GCA-4 16E3 EX11113IT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE) Utilization LETTER OF INTENT FORM 2 (Submit this page for each DBE subcontractor.) Name of bidder's firm: Hole Montes, Inc. Address: 6200 Whiskey Creek Dr. City: Fort Myers State:FL Zip: 33919 Name of DBE firm: E.F. Gaines Surveying Services, Inc. Address: 5235 Ramsey Way, Ste. 10 City: Fort Myers State: FL Zip: 33907 Telephone: 239-418-0126 Description of work to be performed by DBE firm: Surveying The bidder is committed to utilizing the above-named DBE firm for the work described above. The estimated dollar value of this work is $ TBD Affirmation The above-named DBE firm affirms that it will perform the portion of the contract for the estimated dollar value as stated above. Elizabeth Gaines By Date:2020.12.0808:48:47-OS'00' President (Signature) (Title) If the bidder does not receive award of the prime contract, any and all representations in this Letter of Intent and Affirmation shall be null and void. GCA-4 16 E3 EX111131'I' I.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE)Utilization (MIWBE) GOOD FAITH EFFORTS FORM 3 Prior to an award, all bidders/proposers will be required to document a "Good Faith Effort" to secure disadvantaged, minority/women-owned and/or businesses as subcontractors/sub- consultants/suppliers. In the case of some construction projects, this documentation may be submitted after award of the contract, for those subcontract areas occurring later in the construction process. Fulfillment of the"good faith effort"can be accomplished by: 1. Attendance of pre-bid/pre-proposal conference, as scheduled by the County. 2. Efforts to follow-up initial solicitation of interest by contacting disadvantaged/minority/women- owned firms to determine with certainty whether these firms are interested. 3. Efforts made to select portions of the work proposed to be performed by disadvantaged/minority/women-owned firms in order to increase the likelihood of achieving participation (including, where appropriate, breakdown of subcontracts into economically feasible units to facilitate participation). 4. Documenting each disadvantaged/minority/woman-owned firm contacted the conclusion or decision regarding inclusion and reasons for the conclusions. 5. Efforts to assist the disadvantaged/minority/women-owned firms contacted that needed assistance in obtaining bonding, lines of credit or insurance. 6. Efforts that demonstrate that the contractor effectively used the services of available community organizations, contractor's groups, local, state and federal agencies, small businesses, disadvantaged/minority/women business assistance offices and other organizations that provide assistance and placement of disadvantaged/minority/woman-owned businesses. Company Name: Hole Montes, Inc. Printed Name: Richard E. Brylanski, P.E. Vice President_, Title: l Signed: Date: 12/10/2020 (CA-s 16E3 EXHIBIT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY AIRPORT AUTHORITY Disadvantaged Business Enterprise(DBE) Utilization (M/WBE) OPPORTUNITY LIST FORM 4 Prime Contractor/Consultant Hole Montes, Inc. Address/Phone Number 6200 Whiskey Creek Dr., Fort Myers, FL 33919 239.985.1200 Procurement Number 20-7802 Disadvantaged businesses and minority vendors, as defined in the Federal Code of Federal Regulations or Florida State Statutes must have the opportunity to participate on contracts with federal and/or state grant assistance. FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# 59-3154723 DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME Tierra MBE(Minority) BETWEEN $1-$5 MIILION PHONE 813.989.1354 WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS 7351 Temple Terrace Hwy. X NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP Tampa,FL 33637 X MORE THAN$15 MIILION YEAR FIRM EST. 1992 FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# 65-0975585 X DBE(Disadvantaged) X LESS THAN$1 MIILION FIRM NAME Sandra Walters Consultants MBE(Minority) BETWEEN $1-$5 MIILION PHONE 305.294.1238 WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS 4790 S.Cleveland Ave.Suite 2102 NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP Fort Myers.FL 33907 MORE THAN$15 MIILION YEAR FIRM EST. 2000 FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# 04-3653931 X DBE(Disadvantaged) X LESS THAN$1 MIILION FIRM NAME E.F.Gaines Surveying Services,Inc. MBE(Minority) BETWEEN $1-$5 MIILION PHONE 239.418.0126 WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS 5235 Ramsey Way,Suite 10 NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP Fort Myers,FL 33907 MORE THAN$15 MIILION YEAR FIRM EST. 2002 FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1-$5 MIILION PHONE WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST. FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(Disadvantaged) LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1-$5 MIILION PHONE WBE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST. FIRM INFORMATION FIRM TYPE ANNUAL GROSS RECEIPTS FEDERAL TAX ID# DBE(Disadvantages — LESS THAN$1 MIILION FIRM NAME MBE(Minority) BETWEEN $1-$5 MIILION PHONE WOE(Women) BETWEEN $5-$10 MIILION STREET ADDRESS NON-DBE BETWEEN $10-$15 MIILION CITY,STATE,ZIP MORE THAN$15 MIILION YEAR FIRM EST. GCA-6 16 E3 EXI I113IT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 20-7802 Collier County Solicitation No. I Richard E. Brylanski , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child,general partner,or any organization for which i am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also,to the best of my knowledge,no member of my household;no relative with whom i have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year arc parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest I,or anyone noted above, has in any person or organization that does become involved in,or is affected at a later date by,the conduct of this matter. Richard E. Brylanski, P.E. Name Signature Vice President 12/10/2020 Position Date Privacy Act Statement Title 1 of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart i require the reporting of this information.The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations.Additional disclosures of the information on this report may be made:(1)to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena;(3)to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation;and(6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. (1CA-7 16 E3 EXHIBIT 1.B GRANT CERTIFICATIONS ANI)ASSURANCES COLLIER COUNTY Certification of Offeror/Bidder Regarding Tax Delinquency and Felony Convictions The Contractor must complete the following two certification statements. The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark (/) in the space following the applicable response. The applicant agrees that, if awarded a contract resulting from this solicitation,it will incorporate this provision for certification in all lower tier subcontracts. Certifications a) The applicant represents that it is ( ) is not (X ) a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. b) The applicant represents that it is( )is not(X)is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24)months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S.code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. §3559. Tax Delinquency:A tax delinquency is any unpaid Federal tax liability that has been assessed,for which all judicial and administrative remedies have been exhausted,or have lapsed,and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. Richard E. Brylanski, P.E. Vice President Name 'Title Hole Montes, Inc. Firm c..--- Signature ccA-s 16 E3 EXHIBIT 1.13 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying (Federal and Stale) The undersigned 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, Hole Montes, Inc. , 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 el seq.,apply to this certification and disclosure,if any. In addition,the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to this ce cation an 'sclosure,if any. Signature of Contractor's Authorized Official Richard E. Brylanski, P.E. -Vice Pres.Name of Authorized Official and Title 12/10/2020 Date GCA-9 CAO 16E3 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: 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. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Hole Montes, Inc. Date 12/10/2020 Authorized Signature Address 6200 Whiskey Creek Dr., Fort Myers, FL 33919 Solicitation/Contract ii 20-7802 GCA-10 CAO 16E3 Exhibit "A-7" Agreement No. 21-7900 "Design Services for Stormwater Improvements for the BCG&C/CCN Areas" TO FOLLOW THIS PAGE Page 11 of 13 Assumption Agreement CMA 6E341' 1111 PROFESSIONAL SERVICES AGREEMENT Contract# 21-7900 for Design Services for Stormwater Improvements for the BCG & CC/CCN Areas THIS AGREEMENT is made and entered into this L. day of 1\Pr t \ , 20 22 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Hole Montes, Inc. authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, Florida 34110 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Design Services for Stormwater Improvements for the BCG & CC/CCN Areas (hereinafter referred to as the "Project"), said services in accordance with the provisions of Section 287.055, Florida Statutes being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANTS RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. Page I or30 PSA_CCNA Single Project Agreement[2022_ver.11 0 16 E3 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. 1.5. CONSULTANT designates Richard "Rick" Brylanski, 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. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes. including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(o�colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: P;tgc 2 t f 30 PSA_CCNA Single Project Agreement[2022_ver.I 0 16E3 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent. or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. Page 3 430 PSA_CCNA Single Project Agreement[2022_ver.11 .ib E3 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines- CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1.1 Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.1.2 Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.1.3 Providing renderings or models for the COUNTY's use. Page 4 or30 PSA_CCNA Single Project Agreement[2022_ver.I j 6E3 _ .. 2.1.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.1.5 Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.1.6 Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.1.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.1.8 Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.1.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect. of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY 's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; ]gage 5 ,r30 PSA_CCNA Single Project Agreement]2022_ver.I] 0 +6 E 3 d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. Page 6 of30 PSA_CCNA Single Project Agreement 12022_ver.1 16 =E3 • ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: ed-tstal-pciee-effering for a project; the ricks-aFe-t=ansfer-red from the COUNTY t tefial invoices-prese n of the COUNTY's Prof Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project. or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Gr-art-ti ded:The-hourly-rates-as-cet feftk nd-identified-in-Sshedttle-Bich is-attached hereto, arc fer purposes of providing estimate(s), as requir ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. Page 7 OI-30 PSA_CCNA Single Project Agreement[2022_ver.I 16E3 ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. 8.2. To the extent that the Agreement that the work pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. Page 8 uI30 PSA_CCNA Single Project Agreement[2022_ver.I] 16 E3 „iv . re r 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of"Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the Page 9 n130 PSA_CCNA Single Project Agreement[2022_ver.I j 16c3 CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s)to Proceed, or(b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of Page 10 or30 PSA_CCNA Single Project Agreement[2022_ver.I] 16 E3 the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or(ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days'written notice to the COUNTY, terminate the Agreement and recover from the COUNTY payment for Services performed through the termination date, but in no event, shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Page 11 01.30 PSA_CCNA Single Project Agreement[2022_ver.l j 16E3 Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Capital Project Planning and Impact Fees Division Division Director: Trinity Scott Address: 2685 Horseshoe Drive S Naples, FL 34104 Administrative Agent/PM: Richard Miller, P.E., Principal Project Manager Telephone: (239) 252-5181 E-Mail(s): Richard.Miller(cr�colliercountyfl.gov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Hole Montes, Inc. Address: 950 Encore Way Naples, FL 34110 Page 12 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 16 _E3 • Attention Name & Title: Richard E. Brylanski, Senior Vice President/Principal Telephone: (239) 985-1242 E-Mail(s): RickBrylanski HMenq.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles. Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 21-7900 , including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal Pale 13 0t 31) PSA_CCNA Single Project Agreement 12022_ver.I CIO 16 E3 17.10. Grant Funded Projects (only applicable to Grant funded projects): In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." Page I4 01'30 PSA_CCNA Single Project Agreement[2022_ver.I J 16 E3 II 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 state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the Florida state law requirements set forth in Florida Statute, §448.095, as 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 this page] ******Remainder of page intentionally left blank****** Page 15 of 30 PSA_CCNA Single Project Agreement(2022_ver.I] 16E3 • IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court.ehd C6 nptr.oller ?). 1, • By: . �' - • BY� _C f Willie, L. McDaniel, Jr. Date: / , Chairman App ov d to ;or nd gality: County Attorney Name Consultant: Hole Montes, Inc. Consultant's Witnesses: By: C(4i jess 2 r�cu�.� n Lo � I ,I`,Q� �� 4�•1/•P Name and Title?{Q., c.00rd ina"lr Name and Title 1 itnes Name and Title 4l 'tJ Ial4 Page 16 of 30 PSA_CCNA Single Project Agreement(2022_vcrr },� ,� ib E3 1r SCHEDULE A SCOPE OF SERVICES following this page (pages 1 through 15 ) Page 17 o1'30 PSA_CCNA Single Project Agreement[2022_ver.I t6E3 Request for Professional Services (RPS) #21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" SCHEDULE A SCOPE OF SERVICES GENERAL STATEMENT In 2020, the County completed a feasibility study of needed stormwater improvements to serve the area encompassed by both the Big Cypress Golf& Country Club (BCG&CC) and the Country Club of Naples (CON). It was intended to be a single development, but subsequent platting and sales separated the project area into the two distinct entities. The feasibility study, prepared by Robau and Associates, P.A., analyzed various scenarios to address correcting the current stormwater situation. The Consultant will design, and permit stormwater projects briefly described as follows: • Phase 1: Design the necessary stormwater facilities needed to re-establish the primary outfall system to jointly serve the Big Cypress Golf & Country Club and the Country Club of Naples. BCG&CC comprises the residential areas and the CCN comprises the golf course areas. For purposes of this Scope of Work, the entire area encompassed by both the BCG&CC and CCN are considered as the Project Area. • Phase 2: Design the necessary stormwater facilities needed to re-establish the roadside swale drainage system, address rear yard drainage improvements for the BCG&CC and CCN interface, and direct this stormwater into the primary outfall system. BACKGROUND The area encompassed by both the BCG&CC and the CCN were originally part of a single 60's era golf course community. Platting of the BCG&CC occurred in 1963 and 1964.Although the BCG&CC and CCN are separately owned areas, mapping information provided to the South Florida Water Management District (SFWMD) in 1978 demonstrates that the entire area of both the BCG&CC and CCN are intended to utilize a combined stormwater management system. Through the years there have been various levels of maintenance and repairs that have not been coordinated into a single operational system design. Currently, the Collier County Road Maintenance Division is responsible for maintenance of the roads and swales traversing the BCG&CC. The streetsare: • Burning Tree Drive • Cypress Pointe Drive • Mel Jen Drive The CCN is responsible for maintenance of the stormwater facilities within the property boundaries of the CCN, including the primary outfalls exiting the roads that must drain through the CCN property. The entire area has a long history of flooding during heavy rainfall events. During the summer of 2017 the flooding caused by Hurricane Irma was extensive and resulted in floodwaters entering several houses. However, much of the CCN property did not flood since its ground elevations through the years have been modified. Additionally, changes to the stormwater outfall systems on the CCN property that do not align with the old, existing SFWMD permit appear to have produced a capacity reduction in the outfall system at the time of Irma.The extremely high-water conditions in the Gordon Page 1 of 15 Schedule A — Scope of Services i� E3 Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" River, the receiving water body, created tailwater that further impacted the ability to discharge stormwater from Irma. DETAILED SCOPE OF WORK General Overview of Services: Feasibility Study Alternatives Evaluation: The Consultant shall be responsible to evaluate the completed Big Cypress Golf and Country Club Estates and Country Club of Naples Stormwater Retrofit Feasibility Study prepared by Robau and Associates, P.A., This evaluation shall determine if the recommendations of the feasibility study are adequate.The Consultant shall have the ability to develop alternative design solutions if there is sufficient justification based upon factors such as ease of construction, reduced cost, reduced maintenance effort, reduced impact to the community, etc. Desired Level of Service for Flood Protection: The stormwater system design shall provide a level of service for stormwater protection for up to the 25-year/72-hour design storm event while meeting the existing discharge limitations established by the existing SFWMD permit(Permit No. 11-00064-S). Basic Points of Design: The basic points of design for this project entail but are not limited to the following concepts: • The feasibility study identified a need to protect the BCG&CC and CCN from Gordon River peak storm elevations by constructing a berm/retaining wall along the eastern and southeastern boundaries of the CCN. • During those peak Gordon River stages, a stormwater pump system needs to be re- established to provide a positive outfall. When the Gordon River is not at high stages a gravity outfall system can operate sufficiently without requiring the pump to run. The design will include a joint gravity and pump system with the proper automatic controls. • The stormwater connection at the junction of Burning Tree Drive and Solana Drive needs to be modified to prevent stormwater reverse flowing from Solana into Burning Tree and exacerbating the flooding of Burning Tree Drive. • The outfall systems need to be increased in capacity to get the stormwater to the Gordon River. • The roadside swale and driveway culvert system needs to be properly designed for reconstruction. • The CCN is currently in process of developing plans for total renovation of the golf course. The Consultant must work with the CCN to coordinate designs with the ultimate goal of providing a single outfall at the southeastern corner of the project site and eliminating the northern outfall. The coordination will also include any new lakes, swales, culverts, maintenance access/perimeter berm,vegetation, landscaping, or any other item proposed for construction on the CCN properties. The Consultant shall provide design and project management assistance including, but not limited to, the following: • Overall project management expertise • Preliminary Design that includes evaluation of the feasibility study • Design o Surveying o Surface and subsurface locations and investigations of surface and underground Page 2 of 15 Schedule A — Scope of Services c,� 16 E3 Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" utilities and stormwater facilities o Geotechnical investigations and analyses o Stormwater system modeling (feasibility study utilized XPSWMM) o Design and construction plans and report preparation • Stormwater pump station design • Stormwater weir design • Stormwater pipe/culvert/swale design • All other design required for the successful completion of the project o Easement document preparation • Regulatory agency permitting, including environmental permitting, requiring mitigation • Post-design services o related to bidding o related to construction Detailed Tasks: Task 1 — Project Management The Consultant's project management involvement with the County shall include the following: 1.01 Scheduling of Design Process: Consultant shall schedule the design of the Project to an efficient and timely completion, including the availability of sufficiently experienced staffing, equipment, software, etc. The intent of this RPS is to complete the design within six (6) months. The design is to be fully permittable with all required local, State and Federal agencies. While it is anticipated that environmental permitting shall be initiated within the six (6) month time frame, it is understood that final permit approvals are not able to be guaranteed by the Consultant and that permitting time may further extend the design process. 1.02 Project Review Meetings: Consultant shall schedule, attend, and prepare minutes of progress meetings with County and Community representatives, as requested by the County's Project Manager. • These review meetings shall extend throughout the Project design phase to keep the County and Community informed of the Project progress, to make certain that the Consultant is productively conducting its services and to obtain input and direction as required for outstanding project issues. Meeting objectives shall be to provide progress updates and reach decisions on pertinent issues relative to the specific topics being addressed. • It is anticipated that the Consultant shall prepare for and attend project review meetings, and distribute agendas and minutes for each meeting • A total of 12 monthly review meetings are anticipated during the data collection, design and permit submittal and request for information phase of the project. 1.03 Public Involvement. Establish a website for public outreach. Website may include uploading of relevant plans, design reports, schedules and/or correspondence as County determines is preferable for public notification. 1.03.A Coordinate an estimated three (3) public meetings for introduction as to the Page 3 of 15 Schedule A — Scope of Services 0 Request for Professional Services (RPS)#21-7900 " 6 E "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" improvements and progress as to the proposed project, schedule, or request for public input. It is anticipated one will be considered at the 30%design phase, one prior to permit review, and one prior to start of construction. The costs associated with the reserving or leasing a meeting place will be the responsibility of the County. The Consultant will provide attendance with relevant design experts; prepare graphics for public viewing and presentation of the project; assist with advertising the project meetings and prepare documentation of public input provided at the respective meetings. Task 2—Preliminary Design The Consultant shall complete an evaluation of the feasibility study and provide a conformed alternative on developing a design for the stormwater system that address both low and high- water levels in the Gordon River and Solana Road systems,water quality treatment improvements for the old existing system, joint perimeter berm/access road along the Gordon River, and fully automated stormwater discharge pumping system. Wetland delineations/impacts and floodplain impacts shall be identified and become part of the preliminary design considerations performed by the professional staff including the professional wetland scientist(s) and certified floodplain manager(s). Two (2) alternatives being evaluated should consider the implementation of one or two storm water pumping stations; modifications required within private lands of the golf course; required easements for County future operation and maintenance considerations; future golf course modifications; parallel County projects underway for Solana Road outfall and Gordon River improvements; and the anticipated costs and potential permitting challenges of the desired options. The selected alternative by County staff and stakeholders will then be used as the basis for the continuation of the primary storm water management system design. This task includes attending two (2) meetings with County staff and stakeholders for presentation of the options and benefits. 2.01 A One Pumping Station Alternative: Provide an analysis that includes golf course renovations and drainage modifications obtained from golf course designers to analyze one storm water pumping station located near the southeast corner of the project area and utilizes a common outfall of the County project- Solana Road outfall improvements. 2.02 B Two Pumping Stations Alternative: Provide an analysis that includes golf course renovations and drainage modifications obtained from golf course designers to analyze two storm water pumping stations, with one located near the southeast corner of the project area and utilizing a common outfall of the County project - Solana Road outfall improvements; and another station to the northeast corner of the development. Task 3— Design Consultant's design shall consist of stormwater systems including fully automated stormwater pumping station design. Design tasks include the following: 3.01 Rights-of-Way and Drainage Easement Survey: Consultant shall provide land surveying services for Project design areas to include field surveying of the existing rights-of-way corridor for the platted roadways being Mel Jen Drive, Burning Tree Drive and Cypress Page 4 of 15 Schedule A— Scope of Services CAO Request for Professional Services (RPS) #21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" 16 C Pointe Drive, but not be limited to, the following: 3.01.A Research the public records for plats, deeds, and right-of-way maps to compile a horizontal control search map for the field crew to utilize. Locate with Global Position System (GPS)and traditional field surveying methods existing permanent reference monuments, right-of-way control monuments, abutting property corners and section corners/quarter corners within and adjacent to the Project Area. Horizontal survey datum shall be NAD 1983. 3.01.B Set survey baselines in relation to the survey control found in Item 3.01.A above. 3.01.0 Establish vertical control by running a level loop along the Project baselines, setting a benchmark at intervals not exceeding five hundred (500) feet distance. The benchmarks shall be located to not be impacted by construction of the Project's components. Vertical datum shall be NAVD 1988. 3.01.D Utilize the Sunshine State One-Call System to have the existing utilities located and to determine utility ownership (water, wastewater, gas, oil, electric, telephone, cable, etc.) prior to performing any field survey location efforts. Provide utility locates utilizing Ground Penetrating Radar(GPR) and radio detection along areas where construction of stormwater facilities designed by this project are to be located. Paint and flag findings. 3.01.D.1 Perform soft digs utilizing vacuum excavation to locate the exact depths of relevant utility crossings as part of the design effort between the 30% and 60% design phases. These locations will be based upon the proposed design when comparing the field surveying of painted utility locations. Due to the unforeseen number of locations, an allowance has been assumed of 40 individual locations. 3.01.E Infrastructure Location —locate existing features within and adjacent to the Project Area to include, but not be limited to, the following: • Property boundaries specific rights-of-way, and easements adjacent to rights- of-way. • All utilities (visible and below ground including water, gas, electric, telephone, cable,force mains, etc.) including manholes,valve covers, meter boxes, power poles, lines, pipelines, including invert elevations where applicable. • All stormwater facilities within the Project Area including swales, culverts, pipe ends, storm drains, inlets, including invert elevations where applicable. Note this includes the extensive golf course storm drain and lake system. • Edge of pavement and driveways extending 25 feet past right-of-way into lots. • Fences/bollards within 30 feet of the right-of-way limits encroaching into adjacent lots • Trees and shrubs within 30 feet of the right-of-way limits encroaching onto adjacent lots (within or overhanging the rights-of-way or easements) • Landscaping (code considerations) and Golf Course irrigation facilities Page 5 of 15 Schedule A — Scope of Services Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" ., r. ", The deliverable will be survey data that will be included within the design documents. 3.01.E.1 Side Yard Drainage Easement Field Surveying Obtain field surveying of existing platted 10' wide drainage easements for the common lot lines of Lots 8-9, Block A, Lots 12-13 Block III; and Lots 9-10 Block C of Big Cypress Golf and Country Club Estates. The field surveying will locate all improvements within a 50-foot-wide corridor centered on common lot line including: existing buildings or other structures, landscaping, fences, storm sewer pipe, inlet and related elevations and inverts. The deliverable will be survey data that will be included within the design documents. 3.01 E.2 Golf Course Field Surveying Obtain field surveying of golf course topography, above ground improvements, drainage structures, storm sewer pipe material, sizes and inverts, and utilities that lie in the eastern and western section of the golf course from the rear yards lot lines of the Big Cypress Golf& Country Club Estates plat of subdivision Block III and Block C to the western right-of-way limit of Gordon River and the northern right-of-way of the Solana Road right-of-way and outfall drainage easement. The intention of this task is to provide data collection to determine the drainage interconnection of the golf course storm sewer system and analysis of the future pump station(s) sites and future servicing, operation and maintenance corridors and telemetry systems. The deliverable will be survey data that will be included within the design documents. 3.01.E.3 Environmental land cover assessment and species survey report Obtain environmental mapping of golf course land that lie in the eastern section of the golf course from the rear yards of the Big Cypress Golf& Country Club Estates plat of subdivision Block III and Block C to the western right-of-way limit of Gordon River and the Northern right-of-way of the Solana Road right-of-way and outfall drainage easement. The intention of this task is to provide land cover assessment to determine jurisdictional wetlands and or other surface waters; and identify the presence of threatened or endangered listed species pursuant to FCW and FWC criteria. 3.01.E.4 Obtain field surveying of flagged wetland locations Based upon the field flagging by Environmental Consultant, obtain the locations of flagging and relevant hydrological indicators established by consultant. 3.02 Geotechnical: Consultant (or identified subconsultant) shall provide geotechnical Page 6 of 15 Schedule A— Scope of Services i6E3 Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" — - investigations and analyses necessary for the design and preparation of construction plans for this Project. A report shall be prepared with recommendations and pertinent soils data, including the water table and rock depths, and shall be submitted to the County for its record. The geotechnical investigations and analyses shall include, but not be limited to, the following: 3.02A Field Operations — To define subsurface soil and groundwater conditions in the areas proposed for the stormwater piping, stormwater pump station(s) and control structure(s), perimeter berm/retaining wall, and stormwater conveyances, pond(s), and anywhere else there will be a need for excavation or facility construction. Consultant (or identified subconsultant) shall perform the following: • Mobilize drilling crew and equipment to perform Standard Penetration Test (SPT) borings advanced to a depth of at least twenty (20) feet or hard rock. If hard rock is encountered at shallow depths where deeper excavation is anticipated, the borings shall also extend sufficiently to determine the extent of hard rock to be encountered by said excavation. One boring to be provided at the proposed location of each storm water pumping station. Task includes obtaining a vegetation removal permit for access. Task assumes that there will not be any wetland impacts as part of the required vegetation removal. • Locate borings as close as reasonably feasible to proposed structure foundation locations. Coordinate with all underground utility companies and the CCN (avoid damage to the golf course) before drilling. 3.02E Laboratory Analysis — Representative samples obtained during the field exploration program shall be examined to obtain more accurate descriptions of the existing strata. Laboratory testing shall be performed on selected samples as deemed necessary to aid in soil classification and to further define the engineering properties of the encountered materials. The soil descriptions shall be based on the visual classifications procedure in general accordance with the AASHTO Soil Classification System (AASHTO M-145) and standard practice. 3.02C Geotechnical Report—The geotechnical report shall present the results of findings as typed boring logs and an overview of subsurface conditions as encountered in the test borings. The overview shall include the pertinent soils data results of the laboratory analyses, water table elevation, rock depths (elevation) and thicknesses, and specific recommendations needing to be brought to the attention of and considered by the Consultant's design engineer. 3.03 Stormwater System Modeling — The feasibility study utilized the XPSTORM and XPSWMM modeling software. XPSTORM is a reduced version of XPSWMM that focuses solely on the stormwater components of the overall XPSWMM model.The Consultant shall properly model all the existing and proposed stormwater components within the Project Area, including the Gordon River receiving body. The modeling shall be used to identify anticipated peak stages of stormwater for the various storm events to be modeled, peak discharges, peak discharge rates, etc. The modeling shall also be used to produce hydraulic grade line information for the proposed stormwater components todemonstrate graphically that streets, yards, houses, and the golf course shall not be unduly negatively impacted from flooding during the various rainfall events up to and including the 5 year, 24-hour and 25-yr/72-hr design storm events. It is understood that roads may be temporarily partially inundated in the travel lanes, but the goal is to keep the centerline of Page 7 of 15 Schedule A— Scope of Services 16E3 Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" - 4 the roads at or above the peak stage of the storm events. The golf course tees and greens are to be above the peak stage of the storm events, and the majority of fairways and private residence yards should not be inundated more than twelve (12) hours. The stormwater system design should be sufficient to prevent flooding of the lowest floor, as defined by the National Flood Insurance Program, of all residences, the CCN clubhouse, and the CCN maintenance facility main building during the peak stage of the 1% annual flood event for a 72-hr duration storm. This task will be completed in two phases. The initial phase will be concurrently with task 2 in determining the conformed alternates of a single or dual storm water pumping station and other primary storm sewer system improvements. Subsequently during the design of the rights-of-way and other secondary drainage improvements. the model will be updated with this additional information added. The deliverable will serve as the drainage report which will be used for agency permit review of the proposed improvements. 3.04 Design Report: The Consultant shall prepare a Design Report outlining the basis of design for the Project's proposed improvements. This Design Report shall include, but not be limited to, the following: • Proposed stormwater quality treatment concepts to be utilized if any. • Proposed stormwater quantity and attenuation concepts to be utilized • Wetland delineations and proposed impacts • Proposed standards and specifications to be used for the Project components, designs and construction • Design calculations for stormwater facility components (e.g., inlet structures, discharge structures, discharge spreaders, culverts, weirs, excavation volumes, slope stability, nutrient loading (Harvey Harper), pump station design, electrical service requirements, backup pump operating design during loss of electrical service, foundation designs, structural designs, maintenance access road/perimeter berm/retaining wall designs, etc.) • Vegetation design • Maintenance program recommendations • Hydrologic/hydraulic modeling results, link-nodal diagrams, input/output files, etc. (if utilized) • Floodplain impacts to not raise and possibly lower regulated floodplain areas and base flood elevations. • Technical specifications shall utilize current Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and current FDOT Standard Indexes, when applicable. • In addition to technical specifications, the engineer shall coordinate with the County to develop the necessary General Conditions, Supplemental Conditions, and Special Provisions Specifications specifically for the Project. 3.05 Plans Preparation: Consultant shall prepare plan sets for permitting and construction purposes to include: Rights-of-way improvements to Mel Jen Drive, Burning Tree Drive and Cypress Pointe Drive to include a new 5-foot-wide concrete sidewalk along one side of roadways, improved roadside swales and grading, evaluation of driveway culverts and driveway Page 8 of 15 Schedule A— Scope of Services 16 E Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" '• restoration and/or reconstruction: and Golf Course storm water management system modifications of the primary master lake interconnections and introduction of one or possibly two storm water pumping stations and telemetry systems. as follows: 3.05.A Base Map — Consultant shall prepare a base map using survey information obtained in Task 3.01. The intent is for the County to provide the imagery available from the Collier County Property Appraiser (2016 or later). The base map shall show existing topographic features in a format suitable for preparation of plan and profile sheets. 3.05.B Utility Coordination — Consultant shall coordinate with utility service providers to identify potential conflicts with all proposed improvements. City of Naples will be responsible for resolution of conflicts with any potable water main distribution lines or residential services. Consultant to identify these potential conflicts based upon proposed storm sewer improvements and results of field location of existing utility locations utilizing soft digs for pipe areas or based upon information obtained directly from City of Naples. 3.05.0 30% Design Plans — Consultant shall prepare 30% design plans for the Project that depict existing topographical features, existing right-of-way and easement lines, and plan views of proposed stormwater treatment facilities and conveyance facilities and maintenance access road/perimeter berm, and contain, but are not limited to, the following: • Cover Sheet • Proposed typical section(s) • Existing/proposed corridor plan of proposed stormwater improvements and maintenance access road/perimeter berm alignments, including major connection points and major conflicts (if any) • Engineer's order of magnitude Opinion of Probable Cost (OPC) shall be prepared for the cost of constructing the Project. 3.05.0 60% Design Plans — Consultant shall prepare 60% design plans for the Project that depict existing topographical features, existing property, right-of-way and easement lines, existing utilities and stormwater components, proposed easement lines, plan and profile of proposed stormwater and maintenance access/perimeter berm facilities, structure details, stormwater pump station/control structure automation concepts, and contain, but are not limited to, the following: • Cover Sheet, Index and Key Map • Plan and profile view and cross sections of proposed stormwater treatment and conveyance, and maintenance access/perimeter berm facilities • Stormwater pump station location layout and design components including, but not necessarily limited to: o Pump capacity, operation set points and point of discharge o Pump station layout and cross sections o Pump station power supply (electrical service) o Details on the automated operational controls for the pump station (note backup manually operated switching controls also provided) o Details on the backup power supply (generator) sufficient to properly operate the pump station, its controls, its automation features, and preferably fueled by natural gas (Note one generator capable of operating Page 9 of 15 Schedule A — Scope of Services CA 16E3 Request for Professional Services (RPS) #21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" - both the pump station and the outfall weir slide gate may be considered in lieu of separate generators) o Pump station automation includes electrical service, motor operated control mechanisms. communication service, video cameras, and real time water level sensors. All features shall have remote monitoring and operating capability. The automated system, known as Supervisor Controlled Automatic Data Acquisition or SCADA, shall be designed to be comparable and compatible with the remote monitoring and operating systems currently used by the South Florida Water Management District. • Control Structure/outfall weir location layout and design components including, but not necessarily limited to: o Weir gravity flow capacity and point of discharge o Weir layout and cross sections o Automated slide gate activated to a closed position whenever the pump is activated (note backup manually operated controls also provided) o Details on the operational controls for the gravity outfall weir o Details on the backup power supply (generator) sufficient to properly operate the weir slide gate, its controls, its automation features, and preferably fueled by natural gas (Note one generator capable of operating both the pump station and the outfall weir slide gate may be considered in lieu of separate generators) o Outfall weir automation includes electrical service, motor operated control mechanisms, communication service, video cameras, and real time water level sensors. All features shall have remote monitoring and operating capability. The automated system, known as Supervisor Controlled Automatic Data Acquisition or SCADA, shall be designed to be comparable and compatible with the remote monitoring and operating systems currently used by the South Florida Water Management District. • Proposed details for stormwater treatment and conveyance components • Proposed details for the maintenance access/perimeter berm components to be constructed adjacent to the west bank of the Gordon River • Land use and vegetation mapping, including wetland delineations and impacts to wetlands that must be addressed as part of the environmental permitting process • Floodplain impacts (areas of increase or decrease) that will need to be addressed with the Federal Emergency Management Agency (FEMA) for modifications to the Flood Insurance Rate Map • Project design component specifications • Project design component quantities sheet(s) • Landscaping details (coordinated with CCN) • Engineer's OPC based upon the 60% plans shall be prepared for the cost of constructing the Project. • All existing and proposed ROW and Easements required to build and maintain the Project improvements clearly delineated and identified. 3.05.E 90% Detailed Design Plans — Consultant shall address all review comments provided for the 60% design plans and prepare 90% design plans for the Project that depict existing topographical features, existing property, right-of-way and easement lines, existing utilities and stormwater components, proposed easement lines, plan/profile/cross sections of proposed stormwater and maintenance Page 10 of 15 Schedule A— Scope of Services 16 E3 Request for Professional Services (RPS)#21-7900 • - - "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" access/perimeter berm facilities, all structure construction details, stormwater pump station/control structure automation details, and contain, but are not limited to, the following: • Updates/revisions to all plan sheets included in the 60% design plans • Construction level details for all proposed structures (e.g., steel reinforcement details and quantities for reinforced concrete structures, electrical diagrams/schematics for all electrical components, details for all piping components and connections, etc.) • Construction level details for all proposed stormwater treatment components, stormwater conveyance components, maintenance access/perimeter berm components, City of Naples utilities components impacted by the Project, and road reconstruction/restoration for roads impacted by the Project. • Separate documents with sketches and legal descriptions prepared by a licensed surveyor for all needed easements • Engineer's OPC based upon the 90% plans shall be prepared for the cost of constructing the Project. 3.05.E.1 Existing Landscaping Evaluation: Evaluate collateral landscaping outside of right-of-way limits which may be affected by proposed improvements and or construction.A map will be provided for review with residential lot owners, and impact areas to Golf Course identifying the locations and extent of landscaping which may be affected by work performed. 3.05.E.2 Identify new easements and rights-of-way (ROW) required for the infrastructure improvement, to include but not limited to, temporary construction easements, permanent easements, and permanent new ROW 3.05.E.3 If directed by the County, prepare sketches and descriptions for ROW and Easement acquisition. 3.05.F 100% Construction Documents - Consultant shall prepare 100% construction documents for the Project that address comments or revisions to the 90%detailed design plans and also incorporate permit conditions from permit agencies and contain, but are not limited to, the following: • Assistance with Technical Specifications and Bid Documents-The Consultant shall assist the County with preparation of technical specifications and bid documents. The Consultant shall review the documents prepared by the County and provide assistance with supplemental conditions, if appropriate. • Delivered Plans-The Consultant shall deliver the requested number of signed and sealed construction plans to the County for the County's record, along with requested set of electronic plans as needed for bid document distribution. Additionally, the construction plans shall be delivered to the County in electronic formats(DWG and PDF)scaled for printing at both 11 x17 and 24x36 sheet sizes. Page 11 of 15 Schedule A - Scope of Services 16 E3 Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" • Task 4— Permitting The Consultant shall be responsible for preparing and submitting all required applications and other supportive information necessary to assist the County in obtaining all reviews, approvals and permits, with respect to the Consultant's design, drawings and specifications required by any governmental body having authority over the Project. Permitting tasks include the following: • South Florida Water Management District (SFWMD) environmental resource permit (ERP) 4.01 Prepare a preliminary stormwater design concept drawing and present it to the SFWMD in a pre-application meeting to determine if a SFWMD environmental resource permit (ERP) or modification will be required. 4.02 If the SFWMD determines that the ERP is required, the Consultant shall be responsible for preparation of the permit application, including all drawings, specifications and supporting backup information. Respond to all requests for additional information (RAI) from the SFWMD. All permit fees shall be paid by the County. • U.S. Army Corps of Engineers Section 404 or Nationwide environmental permit 4.03 Prepare a preliminary design concept drawing and present it to the U.S Army Corps of Engineers (USACOE) or the Florida Department of Environmental Protection (FDEP), whichever agency is correct, in a pre- application meeting to determine if a Section 404 USACOE environmental permit or modification or nationwide permit will be required. 4.04 If the USACOE/FDEP determines that the environmental permit is required, the Consultant shall be responsible for preparation of the permit application, including all drawings, specifications and supporting backup information. Respond to all requests for additional information (RAI) from the USACOE/FDEP or other federal agencies. All permit fees shall be paid by the County. • Collier County right-of-way permit 4.05 If required, prepare applications for Right-of-Way permits from Collier County Growth Management Department and respond to requests for additional information. Prepare all other required permit applications. Permitting fees shall be paid by the County. • Collier County excavation permit 4.06 If required, prepare the applications for excavation permits for construction of the pond(s), if necessary, as determined by Growth Management Department divisional staff and respond to requests for additional information. Permitting fees shall be paid by the County. 4.07 Prepare all other required permit applications. Permitting fees shall be paid by the County. Page 12 of 15 Schedule A — Scope of Services 16 E5 Request for Professional Services (RPS) #21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" Task 5— Post Design Services Consultant shall assist the County with post design services that include, but are not necessarily limited to, bid preparation and evaluation, Contractor recommendation, and construction observation. Post Design Services tasks include the following: 5.01 Bid Preparation: Consultant shall assist in the construction bidding process to include, but not necessarily be limited to, the following: • Attend and participate in scheduling and presenting a pre-bid conference(meeting). • Assist in preparing addenda, as required, to interpret, clarify, or expand the bidding documents. • Attend the bid opening, review, and evaluate the bids received and provide written recommendations for consideration in the bid award. • Consult with and advise the County as to the acceptability of the Contractor and subcontractors, suppliers and other persons and organizations proposed by the prime Contractor for those portions of the work as to which such acceptability is required by the bidding documents. 5.02 Construction Administration and Support [Note: This phase is not necessarily referring to Construction, Engineering, and Inspection (CEI) Services. CEI responsibilities will be handled separately by the County and may or may not involve the use of a separate firm.] Consultant, as engineer of record, shall assist the County with construction observation, administration, and support services. Construction Administration tasks include the following: 5.02.A General Administration of Construction Contract — Consultant shall consult with and advise the County regarding activities and issues that may arise during construction of the Project and may be authorized by the County to act as the County's representative as may be provided in the Standard General Conditions of the construction contract documents. 5.02.B Site Visits and Observation of Construction — In connection with observations of the work of the Contractor while the Project construction is in progress, the Consultant shall make visits to the site at intervals appropriate to the various stages of construction, as mutually agreed by the County and Consultant, in order to observe as a design professional, the general progress and quality of the various aspects of the Contractor's work. Such visits and observations are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work. Based upon information obtained during such site visits and observations, the Consultant shall endeavor to determine in general if such work in proceeding in accordance with the design concept and the design information shown in the construction contract documents. The Consultant shall keep the County informed of the progress of such work. Page 13 of 15 Schedule A — Scope of Services C��1� 16 E3 • Request for Professional Services (RPS) #21-79004111 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" — ., •• L. r 5.02.0 Clarifications and Interpretations for Work Change Directives/Change Orders — The Consultant shall consult with the County on the need to issue necessary clarifications and interpretations of the construction contract documents as appropriate for the orderly completion of the work. Such clarifications and interpretations shall be consistent with the intent of, and reasonably inferable from, the construction contract documents. The Consultant shall advise the County on the need or recommendation to issue work change directives and/or change orders authorizing minor variations from the requirements of the construction contract documents. 5.02.D Shop Drawings—The Consultant shall review and approve (or take other appropriate action in respect of) shop drawings and samples and other data which the Contractor is required to submit, but only for conformance with the design information provided in the construction plans, technical specifications and/or construction contract documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the construction contract documents. Such reviews and approvals, or other action, shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. This review shall not include review of the accuracy or completeness of details such as quantities, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. Review of a specific item shall not indicate the Consultant has reviewed the entire assembly of which the item is a component. The Consultant shall not be responsible for any deviations from the construction contract documents not brought to the attention of the Consultant in writing by the Contractor. The Consultant shall not be required to review partial submissions or those for which submissions of correlated items have not been received. • The Consultant shall provide the County with written approval (or other appropriate action as needed) of shop drawings, samples, and other data submitted for review by the Contractor. The County makes the ultimate determination of acceptance or other appropriate action. • The Consultant shall provide the County written recommendations on the evaluation and acceptability of substitute, or "or-equal" materials and equipment proposed by the Contractor. The County makes the ultimate determination of acceptance or other appropriate action. 5.02.E Inspections and Tests — The Consultant may require and observe special inspections or tests of the work and shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders, or the construction contract documents. The Consultant's review of such certificates shall be for the purpose of determining that the results certified indicate compliance with the construction contract documents and shall not constitute an independent evaluation that the content or procedures of such inspections, tests or approvals comply with the requirements of the construction contract documents. The Consultant shall be entitled to rely on the results of such tests. 5.02.F Applications for Payment — Based upon the Consultant's on-site observations as an experienced and qualified design professional, and upon review of the applications for payment and the accompanying data and schedules, the Consultant shall make a written recommendation to the County on the amounts Page 14 of 15 Schedule A — Scope of Services • Request for Professional Services (RPS)#21-7900 "Design Services for Stormwater Improvements for the BCG & CC/CCN Areas" i 6 E 3 that the Contractor should be paid. 5.02.G Contractor's Completion Documents — The Consultant shall receive, review and transmit to the County with written comments the maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the construction contract documents, certificates of inspection, tests and approvals, and marked up record documents(including shop drawings, samples and marked-up record drawings) which are to be assembled by the Contractor in accordance with the construction contract documents to obtain final payment. The Consultant's review of such documents shall only be to determine generally to the best of the Consultant's knowledge, information, and belief that their content complies with the requirements of (and in the case of certificates of inspections, tests and approvals that the results certified indicate compliance with) the construction contract documents. 5.02.H Substantial Completion — Following notice from the Contractor that the Contractor considers the entire work ready for its intended use, the Consultant and County, accompanied by the Contractor, shall conduct an inspection to determine if the work is substantially complete. If, after discussing all identified issues of possible objection with the County, the Consultant considers the work substantially complete to the best of the Consultant's knowledge, information, and belief per the conditions above, the Consultant shall deliver a certificate of substantial completion to the County. 5.02.1 Final Notice of Acceptability of the Work — The Consultant shall conduct a final inspection with the County to determine if the completed work of the Contractor is acceptable so that the Consultant may recommend to the County, in writing, final payment to the Contractor. Accompanying the recommendation for final payment, the Consultant shall also provide a notice that the work is acceptable (subject to the provisions of the preceding paragraphs) to the best of the Consultant's knowledge, information and belief and based on and limited to the extent of the services performed and furnished by the Consultant under the Consultant's agreement with the County. 5.02.J Record Drawings — The Consultant, as engineer of record, shall prepare record drawings based upon measurements and information he has obtained through proper surveying and measurement methods during the course of construction, and not relying solely on information provided by the Contractor. 5.02.K Project Certification—The Consultant shall prepare the appropriate documentation to certify project completion to the various permitting agencies. Page 15 of 15 Schedule A— Scope of Services 4 t ' SCHEDULE B 16 E 3 BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not-To-Exceed 1 Project Management $ $84,705.00 2 Preliminary Design $ $34,326.00 3 Design $ $355,031.60 4 Permitting $ $110,848.00 5 Post Design Services $ $204,220.00 $ $ _$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Page 18 or30 PSA_CCNA Single Project Agreement 12022_ver.I] C N(l 1b E3 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ i $ $ $ $ $ $ Total Lump Sum Fee $ _® Total Time and Materials Fee $789,130.60 GRAND TOTAL FEE $789,130.60 B.2.2. El` Time and Material Fees: The fees noted in Section B.2.1. shall constitute the amounts to he paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages(basic, premium and incentive) paid to CONSULTANT's personnel,with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. Pane 19 of 30 PSA_CCNA Single Project Agreement 12022_ver.I CAO 1bE3 p r� ► 8.2.3. ❑* Lump Sum Fees: The fees noted in ceetion 2.1—sshall-eonstitutc the lump cum euet-te-be sic Services. There t the COUNTY's prior written-approval- B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any,the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5(3/0) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: Page 20 o130 PSA_CCNA Single Project Agreement[2022_ver.1] ,�r •7 I • 16E3 B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses,except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. [END OF SCHEDULE B] REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Pace 21 01.30 PSA CCNA Single I'roject Agreement[2022_ver.1] 0.0 SCHEDULE B—ATTACHMENT 1 16 E 3 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Senior Principal Engineer IX $220 Principal Engineer VIII $205 Engineer VI $170 Engineer IV $140 Engineer II $115 Engineer I $105 Permitting Coordinator $110 Senior Designer $125 Designer $115 Senior Contract Administrator $125 Contract Administrator $110 Senior Construction Field Representative $105 Construction Field Representative $95 Landscape Architecture Director $170 Landscape Architecture II $105 Principal Surveyor $180 Senior Surveyor $145 2 Person Survey Crew $140 3 Person Survey Crew $175 4 Person Survey Crew $195 Technician IV $80 Technician II $55 Subconsultants Value of Work The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. For Grant Funded Projects, the above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 22 of30 PSA_CCNA Single Project Agreement[2022_ver.I I SCHEDULE C L PROJECT MILESTONE SCHEDULE 1 V E 3 Number of Calendar Days For Completion of Task Task/Item from Date of Notice to Description Proceed 1 Project Management 365 2 Preliminary Design 45 3 Design 180 4 Permitting 365 5 Post Design Services 1 Bid Phase Assumed(15 Months Construction Schedule) Page 23 o)30 PSA_CCNA Single Project Agreement[2022_ver.I �. ♦ Ar 1 SCHEDULE D INSURANCE COVERAGE 1 L E 3 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, 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 Page 24 0t30 PSA_CCNA Single Project Agreement[2022_ver.1 E3 N " 4-- 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. Sections checked ( ❑� ) are required by this Agreement. 10. • WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. 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. �-1- ❑ llnite4-State s# ' rbec-WefIce ' tairled $ R 12. ❑ Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Coverage shall have minimum limits of$ Per Claim/Occurrence. 13. n COMMERCIAL GENERAL LIABILITY. 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 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. Page 25 or30 PSA_CCNA Single Project Agreement[2022_ver.l) C ib_ E3 14. Collier County Board of County Commissioners 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. Coverag T or the S-UBCONS II TANT- in limits of not lest than the—Commercial General Liability limit shown in e—Sef ices rider-this Agreement. ❑ Air-Graft--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. 17. Ti BUSINESS AUTOMOBILE LIABILITY INSURANCE. Coverage shall have minimum limits of$1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. ❑ TECHNOLOGY ERRORS-AND-OMISSIONS-INSURANOE—Coverage shall-have f}i{ti ,u•.,,, tiinit Per Oc rrence. Li Gtt BER-INSURANCE--Coverage Per O6eurrenee- 20. ❑ UMBRELLA—LIABILITY, A.— r-el} ined as part of the liabili ULT-ANT and, if so, such policy , Autemobile-Liability-eeveragc required herei e-all-coverages on a "fellowing-fer-re" basis - - ffo t th t in +h + f th ha sties of any wing-limit due to the payment of claims, the Umbrela-peliey-willAl-rep-dewr► te-apply-as-primary iRsufaese 21. U PROFESSIONAL LIABILITY INSURANCE. 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 $2,000,000 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 Page 26 of 30 I'SA_CCNA Single Project Agreement 12022_ver.I I 16E3 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. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. [END OF SCHEDULE D] Page 27 or30 PSA_CCNA Single Project Agreement[2022_ver.I (`A(1 1 6 E 3 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, 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 " Design Services for Stormwater Improvements for the BCG & CC/CCN Areas "project" is accurate, complete and current as of the time of contracting. BY: Iw1.14ED T9 l LA114s-i TITLE: 4R.vteoc. f►1 PST DATE: 31 141ZO77..,. Page 28 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] CA() n ry-' SCHEDULE F i p E 3 KEY PERSONNEL Name Personnel Category Percentage of Time 2 Person Survey Crew(52A) 8.7 3 Person Survey Crew(53A) .3 Jackelyn Lopez Technician IV(60A) 6 Tom M. Murphy Principal Surveyor(49A) 2.6 Valentin Zdravkov/Kevin Payne/Jarrod K.Harriott Senior Designer(22A) 25.9 Richard E. Brylanski/David Schmitt Principal Engineer VIII (10E) 10.9 Paulette D. Charbonneau Permitting Coordinator(45A) 5.9 John C. Baker/Tyler Bonnough Engineer IV(12D) 18.1 Ben Nowell Designer(22B) .7 William Prysi Landscape Architect(35B) 2.4 John Holtsclaw Landscape Architecture II 3.5 Mike Roddis Senior Contract Administrator 15 Page 29 of 30 PSA_CCNA Single Project Agreement[2022_vcr.I] SCHEDULE G 1 6 E 3 Other: (Description) ❑ following this page (pages through ) ❑� this schedule is not applicable Page 30 of 30 PSA_CCNA Single Project Agreement[2022_ver.I 16 E34 Exhibit"B" Articles of Merger and Agreement and Plan of Merger TO FOLLOW THIS PAGE Page 12 of 13 CAO Assumption Agreement 16 E V' COVER LETTER • TO: Amendment Section Division of Corporations SUBJECT: Bowman Gulf Coast LLC Name of Surviving Party The enclosed Certificate of Merger and fee(s)are submitted for filing. Please return all correspondence concerning this matter to: Kathryn Williams Contact Person Bowman Firm/Company 12355 Sunrise Valley Dr., Ste 520 Address Reston, VA 20191 City, State and Zip Code kathrynwilliams@bowman.com E-mail address: (to be used for future annual report notification) For further information concerning this matter, please call: Kathryn Williams at(703 )4649462 Name of Contact Person Area Code Daytime Telephone Number O Certified copy(optional)$30.00 STREET ADDRESS: MAILING ADDRESS: Amendment Section Amendment Section Division of Corporations Division of Corporations Clifton Building P. O. Box 6327 2661 Executive Center Circle Tallahassee, FL 32314 Tallahassee, FL 32301 CR2E080(2/20) i6 E3 Articles of Merger For Florida Limited Liability Company The following Articles of Merger is submitted to merge the following Florida Limited Liability Company(ies) in accordance with s.605.1025. Florida Statutes. FIRST: The exact name. form/entity type,and jurisdiction for each merging party arc as follows: Name Jurisdiction Form/F,ntityType Hole Montes, Inc. Florida Corporation 44-q riSO\ SECOND: The exact name, form/entity type.and jurisdiction of the surviving party are as follows: Name Jurisdiction Form/Entity Type Bowman Gulf Coast LLC Florida LLC L23OOcW!riI I THIRD: The merger was approved by each domestic merging entity that is a limited liability company in accordance with ss.605.102I-605.1026:by each other merging entity in accordance with the laws of its jurisdiction:and by each member of such limited liability company who as a result of the merger will have interest holder liability under s.605.1023(1)(b). M1y 47 I,. . rn -c - I%) rn -i CD C3 � r1 N =� N -.;m ' 6 E3 • FOURTH: Please check one of the boxes that apply to surviving entity: (if applicable) • This entity exists before the merger and is a domestic filing entity, the amendment. ifanv to its public organic record arc attached. ❑ This entity is created by the merger and is a domestic filing entity, the public organic record is attached. ❑ This entity is created by the merger and is a domestic limited liability limited partnership or a domestic limited liability partnership, its statement of qualification is attached. ❑ This entity is a foreign entity that does not have a certificate of authority to transact business in this state.The mailing address to which the department may send any process served pursuant to s.605.01 17 and Chapter 4S, Florida Statutes is: FIFTII: This entity agrees to pay any members with appraisal rights the amount.to which members are entitled under ss.605.1006 and 605.1061-605.1072, P.S. SIXTH: If other than the date of filing, the delayed effective date of the merger. which cannot be prior to nor more than 90 days after the date this document is tiled by the Florida Department of State: Note: If the date inserted in this block does not meet the applicable statutory filing requirements,this date will not be listed as the document's effective date on the Department of State's records. SEVENTH: Signature(s) for Each Party: Typed or Printed Name of Entity/Organization: Signature(s): Name of Individual: Hole Montes, Inc. /r --1 Robert.I. Mulhere. Pres. Bowman Gulf Coast LLC Robert Hickey, Manager Corporations: Chairman, Vice Chairman, President or Officer (If mr directors.selected,signature of incorporator) General partnerships: Signature of a general partner or authorized person Florida Limited Partnerships: Signatures of all general partners Non-Florida Limited Partnerships: Signature of a general partner Limited Liability Companies: Signature of an authorized person Fees: For each Limited Liability Company: $25.00 For each Corporation: $35.00 For each Limited Partnership: $52.50 For each General Partnership: $25.00 For each Other Business Entity: S25.00 Certified Copy(optionall: $30.00 i6 E3 BOWMAN CONSULTING GROUP LTD. BOWMAN GULF COAST LLC. HOLE MONTES,INC. HOLE MONTES HOLDING COMPANY,INC. AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER(the"Agreement"), dated May 16, 2023, (the "Execution Date")by and among Bowman Consulting Group Ltd., a Delaware corporation ("Bowman"), Bowman Gulf Coast LLC, a Florida limited liability company and wholly-owned subsidiary of Bowman("Bowman Gulf Coast"or the"Surviving Company"), Hole Montes, Inc., a Florida corporation(the "Merged Company"), Hole Montes Holding Company,Inc., a Florida corporation (the "Holding Company"), and Thomas Murphy,William Cole,Robert Mulhere,Richard Brylanski,David Schmitt, Charles Kreb, and June T. Sapp,each a shareholder of the Holding Company (collectively the"Shareholders" and individually a "Shareholder"). WITNESSETH WHEREAS,the Merged Company is engaged in the business of providing site development, aviation engineering,planning and zoning,property and homeowner association, surveying and mapping,transportation engineering, water resources, landscape architectural design, 3D graphics and digital design and related services from its offices in Naples, Florida and Fort Myers, Florida(the"Business"); WHEREAS, as of the date hereof the Shareholders own all of issued and outstanding shares of common stock of the Holding Company (the "Holding Company Shares"); WHEREAS, as of the date hereof the Holding Company owns all of issued and outstanding shares of common stock of the Merged Company (the "Merged Company Shares"); WHEREAS, Bowman, is the sole Manager and sole Member of Bowman Gulf Coast, and as such is the sole owner of Bowman Gulf Coast; WHEREAS,the Board of Directors and Shareholders of the Merged Company have determined that the merger of Merged Company with and into Bowman Gulf Coast is in the best interests of the Holding Company,the Shareholders and the Merged Company and they have approved the merger in accordance with applicable Florida law and accordingly have agreed to effect the merger provided for herein upon the terms and subject to the conditions set forth herein; WHEREAS, Bowman, has for itself and in its capacity as the sole Manager and sole Member of Bowman Gulf Coast, determined that the merger of Merged Company with and into Bowman Gulf Coast is in the best interests of Bowman, Bowman Gulf Coast and the Merged Company and they have approved the merger in accordance with applicable Florida law and accordingly have agreed to effect the merger provided for herein upon the terms and subject to the conditions set forth herein i6 E3 WHEREAS,the parties intend that: (a)the Merged Company will merge with and into Bowman Gulf Coast in a forward triangular merger(the "Merger" or "Transaction"); and (b) Bowman Gulf Coast will be the surviving entity (the "Surviving Entity") of the Merger. When the Merger is effective all outstanding capital stock of the Merged Company will be cancelled and the Shareholders of Holding Company will receive a combination of capital stock of Bowman, cash, and Bowman's promissory note, all as more fully set forth herein. Each of these events will be subject to and carried out pursuant to the terms and conditions of this Agreement and Articles of Merger substantially in the form of Exhibit A and the applicable provisions of Florida law; WHEREAS,the Merger is intended to be treated for Federal income tax purposes as a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended(the "Code"), by virtue of the provisions of Section 368(a)(1)(A) of the Code and specifically as a forward triangular merger as provided for in Section 368(a)(2)(D) of the Code; WHEREAS, Bowman, Bowman Gulf Coast,the Shareholders,the Holding Company and the Merged Company desire to make certain representations and warranties and other agreements in connection with the Transaction; and WHEREAS, as a condition of Closing hereunder the Shareholders shall be required to execute documents regarding their employment and post-employment activities. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the parties hereby agree as follows: Article 1 DEFINITIONS 1.1 Certain Matters of Construction A reference to an Article, Section, Exhibit or Schedule shall mean an Article of, a Section in, or Exhibit or Schedule to,this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words "include," "includes" and"including"when used herein shall be deemed in each case to be followed by the words "without limitation." 1.2 Cross References The following terms defined elsewhere in this Agreement in the Sections set forth below shall have the respective meanings therein defined: - 2 - i6 E3 Term Definition Acquisition Proposals Section 7.1 Agreement Preamble Bowman Preamble Bowman Indemnified Parties Section 7.3 Bowman Stock Consideration Section 2.4.2 Bowman Gulf Coast Preamble Business Preamble Cash Consideration Section 2.4.3 Closing Section 2.1 Closing Date Preamble Closing Date Balance Sheet Section 2.7 Earn-Out Consideration Section 2.4.6 Deficit Equity Section 2.5.1 Employee List Section 4.10 Excess Equity Section 2.5.1 Excluded Assets Section 2.2 Excluded Obligations Section 4.6.1 First Promissory Note Section 2.4.4 Holding Company Preamble Merger Preamble Merged Company Preamble Merged Company Financial Statements Section 4.6.1 Merged Company Insurance Contracts Section 4.15 Merged Company Plans Section 4.9.1 Merged Company Shares Preamble Merger Consideration Section 2.4 Permits Section 4.2 Second Promissory Note Section 2.4.5 Shareholder Preamble Shareholder Indemnified Parties Section 7.3 Shareholder Pro Rata Share Section 3.5 Surviving Company Preamble Third Party Claim Section 7.3.6 Transaction Preamble 1.3 Certain Definitions As used herein,the following terms shall have the following meanings: - 3 - 16 E3 Accounting Principles: shall mean GAAP, and to the extent not inconsistent with GAAP, sound accounting practices,principles,policies,procedures, classifications,judgments, valuations and estimates. Accounts Receivable: shall mean amounts owed to the Merged Company by its clients and evidenced by invoices issued through the Closing Date which reflect only services rendered and contractual billing milestones met through the Closing Date; it being understood that the Holding Company on behalf of the Merged Company shall complete, transmit and account for all of its Accounts Receivable within twenty (20) Business Days after the Closing Date. For avoidance of doubt, any amounts reflected on invoices that reflect contractual billing milestones greater than the amount of services actually rendered through the Closing Date shall not be included in Accounts Receivable as defined and used herein. Accrued Payroll: shall mean wages due to Merged Company employees, incurred in the Ordinary Course of Business plus the employer portion of payroll taxes due thereon, and subject to the following limitations (A)Accrued Payroll shall not exceed two (2)weeks of wages and payroll taxes, (B)Accrued Payroll shall not include any obligation to pay accrued bonus or other incentive payments above base compensation rates; and(c) Accrued Payroll shall not include the employer portion of payroll taxes that was deferred under the CARES Act. A schedule of such Accrued Payroll as of May 16, 2023 is set forth on Schedule 2.7.a,to be updated in the Closing Date Balance Sheet. Accrued Assumed PTO: shall mean accrued vacation, holiday and sick leave for Merged Company employees hired by Bowman all incurred in the Ordinary Course of Business. A schedule of such Accrued Assumed PTO as of May 16, 2023 is set forth on Schedule 2.7.b, to be updated in the Closing Date Balance Sheet. Advance Billed Amount: shall mean the dollar amount, if any,by which amounts contained on invoices issued prior to the Closing Date reflect contractual billing milestones greater than the dollar amount of services actually rendered through the Closing Date, including without limitation amounts determined pursuant to the application of ASC Topic 606 issued by the Financial Accounting Standards Board. Affiliate: with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. Average Stock Price: shall mean the average (mean) closing price of Bowman's common stock on Nasdaq for the twenty (20)trading days prior to the Closing Date, weighted by volume for each such trading day. At the end of the Lock-Up Period (as defined in the Lock-Up Agreement)the applicable period shall be the twenty (20)trading days prior to the end of the Lock-Up Period. In the case of Earn-Out Stock Consideration the applicable period shall be the twenty (20)trading days prior to the end of the third EBITDA Measurement Period. Backlog: shall mean the value of work to be performed after the Closing Date on behalf of Merged Company clients pursuant to client contracts. -4 - 16E3 Bowman Material Adverse Effect: any materially adverse change in or effect on the financial condition,business, operations, assets,properties, results of operations or prospects of Bowman;provided, however,that none of the following shall be deemed, either alone or in combination,to constitute, and there shall not be taken into account in determining whether there has been a Bowman Material Adverse Effect any adverse effect arising from or attributable or relating to: (a) conditions affecting (I)the industries in which Bowman operates or participates, or(II)the U.S. or global economy or financial markets; (b)the legal, accounting, investment banking or other fees or expenses incurred (I) in connection with the Transaction contemplated by this Agreement, and (II) in connection with the process of the purchase of the Merger; (c)the execution, delivery or announcement of this Agreement or the announcement,pendency or anticipated consummation of the Transaction; (d) any natural disaster or any acts of terrorism, sabotage,military action or war or any escalation or worsening thereof; (e) any event, occurrence, development or state of circumstances disclosed in or incorporated by reference in the exhibits or schedules attached to this Agreement; (f)the taking of any action or failure to act contemplated by this Agreement or with the written consent of Merged Company; (g) changes in applicable laws or GAAP, (h) any conditions which abate or are cured by Bowman prior to Closing such that there no longer is a Bowman Material Adverse Effect; (i) epidemic outbreak(including COVID-19); or(j)a significant failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period. Bowman Transaction Expenses: means all fees, costs, expenses and obligations (including any attorneys', accountants', consultants', financial advisory, brokers', investment bankers', and finder's fees) incurred by or otherwise approved by Bowman or Bowman Gulf Coast in connection with any of the following that remain unpaid as of the Closing Date: (i)the due diligence conducted by Bowman or Bowman Gulf Coast in connection with the transaction contemplated by this Agreement; (ii)the structuring, negotiation or consummation of the Transaction contemplated by this Agreement and the Transaction documents, including the preparation and review of this Agreement (including the disclosure schedules), and the Transaction documents; (iii)the preparation and submission of any filing or notice required to be made or given in connection with the transactions contemplated by this Agreement and obtaining any consent required to be obtained in connection with the Transaction; or(iv)transaction bonuses, discretionary bonuses, change-of-control payments, severance payments,phantom equity payouts, "stay put"or other compensatory amounts payable to any employee, independent contractor, director or other service provider of Bowman as a result of the Transaction (including the employer-paid portion of any employment or payroll Taxes that become payable in connection with payment thereof). Business Day: any day other than (a) Saturday or Sunday or(b) any other day on which banks in the State of Florida are permitted or required to be closed. - 5 - t6E3 Client Prepayments: shall mean payments received in the Ordinary Course of Business by the Merged Company from its clients in the form of retainers and other prepayments against fees to be earned, as identified on the Closing Date Balance Sheet. COBRA: the provisions of Section 4980B of the Code and Part 6 of Title I of ERISA. Code: the U.S. Internal Revenue Code of 1986, as amended from time to time. Commercial Software: those Merged Company assets that consist of packaged commercial software programs generally available to the public through retail dealers or authorized resellers in computer software or directly from the manufacturer which have been licensed to the Merged Company and which are used in the Business but are in no way a component of or incorporated in or specifically required to develop any of the Merged Company's products and related trademarks, and technology. Computer Hardware: shall mean the computer, information technology, and data processing equipment owned by the Merged Company. Contingent Consideration Time Frame: shall mean the period beginning on April 1, 2023 and ending on September 30, 2024. Current Liabilities: shall mean the sum of Accrued Payroll, Accrued Assumed PTO, Advance Billed Amount, Trade Accounts Payable, and Client Prepayments, as set forth on the Closing Date Balance Sheet. EBITDA Measurement Period: shall mean each period of four consecutive EBITDA Measurement Quarters that occurs during the Contingent Consideration Time Frame. As an example,the first EBITDA Measurement Period shall be April 1, 2023 through March 31, 2024 and the second EBITDA Measurement Period shall be July 1, 2023 through June 30, 2024 EBITDA Measurement Quarter: shall mean each of calendar quarters during the Contingent Consideration Time Frame. Encumbrances: shall mean all options, proxies,voting trusts, voting agreements, judgments,pledges, charges, escrows, rights of first refusal or first offer,transfer restrictions, liens, claims, mortgages, security interests, indentures, equities, covenants, rights of way, and other encumbrances of every kind and nature whatsoever, including any arrangements or obligations to create any such encumbrance, whether arising by agreement, operation of law or otherwise. Environmental Claim: any actual notice alleging potential liability (including,without limitation,potential liability for investigatory costs, cleanup costs, response or remediation costs, natural resources damages,property damages,personal injuries, fines or penalties) arising out of, based on or resulting from (a)the presence, or release of any Materials of Environmental Concern at any location, operated by or under the control of - 6 - � 6 E3 the Merged Company, or(b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. Environmental Law: any and all Federal, state or local statutes, regulations and ordinances relating to the protection of public health, safety or the environment. ERISA: the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate: with respect to a party, any member(other than that party) of a controlled group of corporations, group of trades or businesses under common control or affiliated service group that includes that party (as defined for purposes of Section 414(b), (c) and(m)of the Code). Fundamental Representations and Warranties: in the case of the Shareholders those representations and warranties contained in Sections 3.1, 3.2, 3.5, 4.1, 4.8, and 4.11; and in the case of Bowman and Bowman Gulf Coast those representations and warranties contained in Sections 5.1, 5.2, 6.1, and 6.2. GAAP: generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis. Governing Documents: with respect to any particular entity, (a) if a corporation,the articles or certificate of incorporation and the bylaws; (b) if a general partnership,the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equity-holders' agreements, voting agreements, voting trust agreements,joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equity- holders of any Person; and (g) any amendment or supplement to any of the foregoing. Governmental Entity: any governmental or public body or authority of the Federal government of the United States, or of any state, municipality, or other political subdivision located therein. Hole Montes Business EBITDA: shall mean the EBITDA of the Hole Montes Business Unit as determined using the example set forth on Exhibit E. For purposes of illustration and not limitation (a)Hole Montes Business EBITDA shall not include the current level of contribution to EBITDA from any current Bowman business that may become part of the Hole Montes Business Unit after Closing, but shall include increases thereto after Closing; and(b)Bowman shall not make any general allocation of Bowman corporate overhead expenses to the Hole Montes Business Unit, but (i)may allocate specific expenses, such as a share of Bowman's professional liability insurance or other insurance premiums attributable to the Hole Montes Business Unit to the Hole Montes Business - 7 - 16 E3 Unit, and (ii) all bonus expenses of the Hole Montes Business Unit, including bonus paid to any of the Shareholders or Key Employees pursuant to the terms of their respective Employment Agreements or otherwise, shall be an expense of the Hole Montes Business Unit. Hole Montes Business Unit: shall mean the business unit within the structure of Bowman that conducts the Business after the Closing Date. Indebtedness: shall mean: (a)the aggregate principal amount of, and accrued interest and prepayment penalties,premiums or breakage fees with respect to, all debt for borrowed money of Merged Company and all obligations of Merged Company evidenced by notes, debentures, bonds or similar instruments; (b) all obligations of Merged Company in respect of deferred purchase price for property or services, including capital leases, conditional sale agreements and other title retention agreements; (c) all obligations of Merged Company under conditional sale or other title retention agreements; (d) all obligations of Merged Company in respect of letters of credit, acceptances or similar obligations and any reimbursement agreements with respect thereto; (e) all obligations of Merged Company under interest rate cap agreements, interest rate swap agreements, foreign currency exchange contracts or other hedging contracts (including breakage costs with respect thereto); (f) all obligations of Merged Company in respect of transaction bonuses, change-in-control payments, severance rights, deferred compensation payments, withdrawal liability under multiemployer plans and similar obligations triggered by the Transaction contemplated herein; and (g)any guaranty by Merged Company of the obligations of any Person with respect to any obligations of the type described in clauses (a)through (f). Key Employees: shall mean the following employees of the Merged Company: John Baker, Tyler Bonnough, Austin Brown, Jeremie Chastain, Kevin Dowty, John Hilton, Jared Mellein, and Ellen Summers. Knowledge of the Shareholders or Shareholders'Knowledge: shall mean the current actual knowledge of any of the Shareholders after having conducted a reasonable inquiry. Knowledge of Bowman: shall mean the current actual knowledge of Gary Bowman, Michael Bruen, Bruce Labovitz, Robert Hickey, and Timothy Vaughn after having conducted a reasonable inquiry. Lock-Up Average Stock Price: shall mean the average (mean) closing price of Bowman's common stock on Nasdaq for the twenty(20)trading days prior to the last day of the Lock-Up Period(as defined in the Lock-Up Agreement)weighted by volume for each such trading day; provided, however that in no event shall the Lock-Up Average Stock Price be more than Ten Dollars ($10.00)per share less than the Average Stock Price on the Closing Date nor shall the Lock-Up Average Stock Price be more than Ten Dollars ($10.00)per share more than the Average Stock Price on the Closing Date. Losses: shall means all actions, lawsuits,proceedings, hearings, investigations, charges, complaints, Third Party Claims, demands, injunctions,judgments, Orders, liabilities, - 8 - 16 E3 decrees, rulings, dues, obligations, Taxes, liens, assessments, levies, losses, lost profits, diminution in value, fines,penalties, damages, costs, fees and expenses, including reasonable attorneys', accountants', investigators', and experts' fees and expenses incurred by any Indemnified Party in investigating or defending any of the foregoing or in connection with the enforcement of the Indemnified Party's rights under this Agreement or any agreement entered into in connection herewith. For purposes of determining the amount of Loss, the amount of any Loss shall be reduced by any insurance proceeds received in respect thereof(in each case net of costs of recovery). Materials of Environmental Concern: petroleum and its by-products and any and all other substances or constituents to the extent that they are regulated by, or form the basis of liability under, any Environmental Law. Maximum Indemnity Amount: shall mean Two Million Four Hundred Eighty Thousand Dollars ($2,480,000.00). Maximum Fundamental Indemnity Amount: shall the total amount of Merger Consideration paid or payable under this Agreement. Merged Company Material Adverse Effect: any materially adverse change in or effect on the financial condition, Business, operations, Merged Company assets,properties,results of operations or prospects of the Merged Company;provided, however,that none of the following shall be deemed, either alone or in combination, to constitute, and there shall not be taken into account in determining whether there has been a Merged Company Material Adverse Effect: any adverse effect arising from or attributable or relating to: (a) conditions affecting (I)the industries in which the Merged Company operates or participates, or(II)the U.S. or global economy or financial markets; (b)the legal, accounting, investment banking or other fees or expenses incurred (I) in connection with the Transaction contemplated by this Agreement, and(II) in connection with the process of the Merger; (c)the execution, delivery or announcement of this Agreement or the announcement,pendency or anticipated consummation of the Transaction; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any event, occurrence, development or state of circumstances disclosed in or incorporated by reference in the exhibits or schedules attached to this Agreement; (f)the taking of any action or failure to act contemplated by this Agreement or with the written consent of Bowman; (g) changes in applicable laws or GAAP; (h) epidemic outbreak(including COVID-19); (i) any conditions which abate or are cured by Merged Company prior to Closing such that there no longer is a Merged Company Material Adverse Effect; or(j) a significant failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period. Merged Company Transaction Expenses: means all fees, costs, expenses and obligations (including any attorneys', accountants', consultants', financial advisory,brokers', investment bankers', and finder's fees) incurred by or otherwise approved by the Shareholders or the Merged Company in connection with any of the following that - 9 - 16 E3 remain unpaid as of the Closing Date: (i)the due diligence conducted by the Merged Company or the Shareholders in connection with the transaction contemplated by this Agreement; (ii)the structuring, negotiation or consummation of the Transaction contemplated by this Agreement and the Transaction documents, including the preparation and review of this Agreement(including the disclosure schedules), and the Transaction documents; (iii)the preparation and submission of any filing or notice required to be made or given in connection with the Transaction and obtaining any consent required to be obtained in connection with the Transaction; or(iv) Transaction bonuses, discretionary bonuses, change-of-control payments, severance payments, phantom equity payouts, "stay put" or other compensatory amounts payable to any employee, independent contractor, director or other service provider of the Merged Company as a result of the Merger(including the employer-paid portion of any employment or payroll Taxes that become payable in connection with payment thereof). Minimum Indemnity Amount: shall mean One Hundred Thousand Dollars ($100,000.00). Office Leases: means the real estate leases for the Merged Company's offices in Naples, Florida and Fort Myers, Florida. Order: any order, injunction,judgment, decree, ruling, assessment or arbitration award of any Governmental Entity or arbitrator. Ordinary Course of Business: an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action: is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature. PCAOB Standards: means the then current auditing standards adopted by the Public Company Accounting Oversight Board. Permitted Encumbrances: (a) liens on personal property leased under operating leases disclosed to Bowman and(b) such imperfections or minor defects of title, easements, rights-of-way and other similar restrictions (if any) as are insubstantial in character, amount or extent, do not materially detract from the value or interfere with the present or proposed use of the properties or assets of the party subject thereto or affected thereby, and do not otherwise adversely affect or impair the business or operations of such party. Person: an individual, a corporation, an association, a limited liability company, a partnership, a limited liability partnership, an estate, a trust, a Governmental Entity, and any other entity or organization. Prepaid Expenses: shall be a prepaid expense as defined by GAAP. - 10 - I6 E3 Subsidiary(or Subsidiaries): means with respect to any Person (the "Owner"), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation's or other Person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person(other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner and/or one or more of its Subsidiaries. Taxes: means all taxes, levies and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, net worth,transfer,profits, withholding,payroll, employer health, excise, real property and personal property taxes, and any other taxes, assessments or similar charges in the nature of a tax, including unemployment insurance payments and workers compensation premiums,together with any installments with respect thereto, and any interest, fines and penalties, imposed by any Governmental Entity (including federal, state, municipal and foreign Governmental Entities), and whether disputed or not. Tax Returns: means all returns, declarations, reports, statements and other documents filed or required to be filed in respect of Taxes, and the term Tax Return means any one of the foregoing Tax Returns. Trade Accounts Payable: shall mean amounts owed by the Merged Company to third- party vendors incurred in the Ordinary Course of Business, but obligations to subcontractors and subconsultants shall be included in Trade Accounts Payable only if(i) the associated invoice from the Merged Company to the Merged Company client has been issued on or before the Closing Date and is reflected in Accounts Receivable, and (ii)the subcontractor or subconsultant is on a"pay if paid"basis. For purposes of clarity Trade Accounts Payable shall not include Merged Company Transaction Expenses. Work in Process: shall mean the value of services performed and earned by the Merged Company for its clients through the Closing Date but in the Ordinary Course of Business is not yet invoiced to its clients nor reflected in Accounts Receivable. Work in Process Receivable: shall mean amounts owed to the Surviving Company with respect to Work in Process and evidenced by invoices issued by the Surviving Company to clients of the Business after the Closing Date. Working Capital: shall mean the dollar amount of Accounts Receivable less the dollar amount of Current Liabilities. Article 2 THE PLAN OF MERGER 2.1 The Merger - 11 - 16E3 Subject to and upon the terms and conditions of this Agreement and the Articles of Merger, and on the basis of the representations,warranties, covenants, and agreements herein contained, at the closing of the Transaction contemplated by this Agreement(the "Closing"),the Merged Company will merge with and into Bowman Gulf Coast in accordance with the applicable provisions of Florida law. The Closing shall take place at the offices of Bowman in Reston, Virginia, or remotely by exchange of documents and signatures (or their electronic counterparts), on May 16, 2023 (the "Closing Date"). If all of the conditions to the obligations of the parties to consummate the transactions contemplated hereby, including those contained in Article 7 below have not been satisfied by May 16, 2023, then Bowman shall have the unilateral right to extend the Closing Date for additional days through June 12, 2023, and Bowman, Bowman Gulf Coast, Holding Company, Merged Company and Shareholders shall use reasonable and good faith efforts to timely satisfy such conditions. The Closing shall be effective as of 11:59 p.m. on the Closing Date. The Merger shall become effective once Articles of Merger have been filed with and accepted by the Florida Secretary of State on the Closing Date. On the Closing Date (i)the Merged Company will merge with and into Bowman Gulf Coast,which will be the Surviving Entity and the separate existence of the Merged Company will thereupon cease; (ii)each share of common stock of Merged Company outstanding immediately prior to the Closing Date will be cancelled; (iii)the Governing Documents of Bowman Gulf Coast as of the Closing Date in the form attached hereto as Exhibit K will remain the Governing Documents of the surviving entity; (iv)the board of directors and officers of the Merged Company immediately prior to the Closing Date will resign; and (v)the Merger will, from and after the Closing Date, have all of the effects provided by applicable law. As a result of the Merger Bowman Gulf Coast will own all of the assets used in the Merged Company's Business (the "Merged Company Assets"), subject only to the Assumed Liabilities and excluding the Excluded Assets identified on Schedule 2.2. The Merged Company Assets shall include: (a) All contracts, contract rights, service agreements, employment relationships and business relationships related to the Business. (b) All past,present and prospective customers, customer lists, list of prospective customers, files and records and rights under contracts, goodwill (including all trade names,the Merged Company name, domain names and telephone numbers) and all other intangible assets (including advertising, trade secrets,trademarks, and copyrights)related to the Business. (c) All Accounts Receivable generated in connection with the Business through the Closing Date and all Work in Process through the Closing Date. (d) All technology used, licensed or created by the Merged Company in connection with the Business. (e) All fixed assets of Merged Company used in connection with the Businesses including without limitation computer hardware and software, computer systems, furniture, fixtures, vehicles,machinery,plant or other equipment, and survey equipment. Attached hereto as Schedule 2.1(e) is a schedule of all Merged Company vehicles and drones and - 12 - 16 E 3 ' any single item of field equipment having a replacement cost of Three Hundred Thousand Dollars ($300,000.00) or more, but excluding any vehicle that is an Excluded Asset. (f) All supplies, and inventory. (g) All security deposits or prepayments made by Merged Company (h) All intangible assets and intellectual property of the Company or otherwise related to any of the items in this Section 2.1, including documents, computer and digital files, records, information, and intellectual property rights (including rights to works made for hire by Company employees and independent contractors), all trademarks, copyrights, goodwill (including any trade names,the name "Hole Montes&Associates", "Hole Montes" or similar names related to the Business and associated goodwill),the website address ("url") for www.holemontes.com and any other url owned by the Company, and all website content included therein or associated therewith, all technology used, licensed to or created by Company or otherwise related to the Business, all rights to telephone and fax numbers, and to all Company project history and all other intangible assets derived from or otherwise related to the Business or in any way related to any of the other items in this Section 2.1. (i) All documents, computer files, records and information related to the items specified in (a)through (h) above. 2.2 Excluded Assets. The Merged Company Assets shall not include the following Excluded Assets, which shall be distributed by the Merged Company to the Holding Company on or prior to Closing: (a) The Merged Company's cash on hand, cash equivalents, and marketable securities. (b) Personal assets and vehicles of Shareholders as agreed upon by the Shareholders and Bowman and set forth on Schedule 2.2(b). 2.3 Capital Structure of the Constituent Companies and Bowman. (a) Merged Company and Holding Company. The Merged Company is a Florida corporation,the authorized capitalization of the Merged Company consists of 7,500 shares of Common Stock with par value of$1.00 per share, of which 3,352 shares are issued and outstanding as of the date hereof, all of which are owned by the Holding Company. The Holding Company is a Florida corporation,the authorized capitalization of the Merged Company consists of 7,500 shares of Common Stock with par value of$1.00 per share, of which 3,352 shares are issued and outstanding as of the date hereof, all of which are owned by the Shareholders. (b) Bowman Gulf Coast. Bowman Gulf Coast is a Florida limited liability company whose sole member and Manager is Bowman. - 13 - i6E3 (c) Bowman. Bowman is a Delaware corporation, the authorized capitalization of which consists of 30,000,000 authorized shares of common stock par value of $.01 per share, of which 13,556,550 are outstanding as of December 31,2022, and 5,000,000 authorized shares of preferred stock par value of$.01 per share, of which-0-are issued and outstanding as of December 31, 2022. 2.4 Exchange of Stock and Merger Consideration - 14 - 16 E346 - 15 - 16 E3 - I6 - 16E3 ; 2.6 Additional Actions. If, at any time after the Closing Date,any further action is necessary or desirable to carry out the purposes of this Agreement or to vest,perfect or confirm in Bowman title to or ownership or possession of the Business Assets acquired pursuant to this Agreement, the Holding Company and Bowman are fully authorized in their name and in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is consistent with this Agreement. The Holding Company shall have reasonable access to the documents, files and records referred to in Section 2.2 above for purposes of litigation,responding to claims, and similar needs. 2.7 Closing Date Balance Sheet. Within the earlier to occur of(i)thirty(30)days after the Closing Date or(ii)the last day of the calendar quarter during which the Closing Date occurs, the Holding Company shall deliver to Bowman the Merged Company's general ledger and such other accounting information reasonably requested by Bowman to produce a Closing Date Balance Sheet and Closing Date Income Statement in compliance with GAAP and PCAOB Standards. The general ledger and other accounting information shall be current as of the Closing Date, and if prior to the Closing Date the Merged Company's fmancial records did not comply with GAAP, such general ledger and other accounting information shall be prepared and delivered in accordance with the Accounting Principles. Within forty-five(45)days after receipt of all such information Bowman shall prepare and deliver to the Holding Company a Closing Date Balance Sheet reflecting assets and liabilities on the Closing Date(including all amounts necessary to compute Working Capital hereunder)and a Closing Date Income Statement reflecting actual fmancial performance during the period from January 1, 2023 through the Closing Date. The Closing Date Balance Sheet shall include a schedule listing by client,project, and dollar amount the Work in Process, Backlog,Accounts Receivable, and Current Liabilities on the Closing Date. Within ten(10) - 17 - 16 E3 Business Days after the receipt of such Closing Date Balance Sheet, the Holding Company will propose to Bowman any changes to such Closing Date Balance Sheet and its schedule(s) (and in the event no such changes are proposed in writing to Bowman within such time period, Holding Company will be deemed to have agreed to, and accepted, the Closing Date Balance Sheet and its schedule(s)). The Holding Company and Bowman will endeavor in good faith to resolve any differences with respect to the Closing Date Balance Sheet and its schedule(s)within ten (10) Business Days after Bowman's receipt of written notice of objection from the Holding Company, unless extended by mutual agreement of Bowman and the Holding Company. If Holding Company and Bowman are unable to timely resolve differences with respect to the Closing Date Balance Sheet and/or any amount related thereto then either Bowman or Holding Company may invoke the Disputed Accounting Matter provisions in Section 11.9 below with respect to such determination. Article 3 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, severally, and not jointly hereby make the following representations and warranties to Bowman and Bowman Gulf Coast: 3.1 Capacity; Power and Authority. The Shareholders have the full power and authority,to execute and perform this Agreement and all the other Transaction documents to be executed or delivered by the Shareholders in connection with the Transaction contemplated by this Agreement. No other proceedings are necessary on the part of Shareholders to authorize the execution, delivery and performance of this Agreement and the other Transaction documents by the Shareholders and the consummation by the Shareholders of the Transaction contemplated herein and therein. 3.2 Enforceability. This Agreement has been duly authorized, executed and delivered by the Shareholders and constitutes a legal, valid and binding agreement of the Shareholders, enforceable against the Shareholders in accordance with its terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. At the Closing,the Transaction documents to be executed and delivered by the Shareholders will be duly executed and delivered by the Shareholders and will constitute valid and binding obligations of the Shareholders, enforceable in accordance with their terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. 3.3 Consents; Non-contravention. The Shareholders do not need to give any notice to, make any filing with or obtain any authorization, consent, order or approval of any Person in connection with the Shareholders' execution and delivery of this Agreement and the other Transaction documents or the - 18 - 16 E3 consummation of the Transaction contemplated herein and therein. Neither the execution, delivery and performance of this Agreement and the other Transaction documents, nor the consummation of the transactions contemplated herein and therein: (a)will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any unsatisfied material contract to which the Shareholders are a party, subject or otherwise bound; (b)will, to the Knowledge of the Shareholders, violates any law or order to which any Shareholder or any of Shareholder's assets or businesses is subject or otherwise bound; or(c) will, to the Knowledge of the Shareholders, result in the creation or imposition of any Encumbrance upon any of the assets or businesses of a Shareholder. 3.4 No Acquisitions. Except for this Agreement no Shareholder is a party to or bound by any agreement, undertaking or commitment with respect to any purchase, sale, share exchange, merger, reorganization, consolidation or similar transaction involving the Shareholders or their Holding Company Shares, or the Merged Company Shares owned by the Holding Company. 3.5 Title to Merged Company Shares; Capitalization. (a) The Shareholders own the Holding Company Shares free and clear of all Encumbrances, except for restrictions on transfer under state and federal securities laws. No Person other than the Shareholders own or possess any equity securities or rights to acquire equity securities of the Holding Company, or any equity appreciation rights,phantom equity interests, or similar equity based-rights with respect to the Holding Company. The Shareholders do not have any agreements or understandings with respect to the sale or issuance of any equity securities of the Holding Company. Schedule 3.5 sets forth the name of each Shareholder and the respective number of Holding Company Shares owned by such Shareholder, and their pro rata ownership in the Holding Company vis a vis each other Shareholder(the "Shareholder Pro Rata Share"), all as of the Closing Date. The Shareholders hold of record and own beneficially all of the issued and outstanding equity interests of the Holding Company and the Holding Company holds of record and owns beneficially all of the issued and outstanding equity interests of the Merged Company. (b) The Holding Company owns the Merged Company Shares free and clear of all Encumbrances, except for restrictions on transfer under state and federal securities laws. No Person other than the Holding Company owns or possesses any equity securities or rights to acquire equity securities of the Merged Company, or any equity appreciation rights,phantom equity interests, or similar equity based-rights with respect to the Merged Company. The Holding Company does not have any agreements or understandings with respect to the sale or issuance of any equity securities of the Merged Company. 3.6 Litigation. - 19 - I 6 E 3 There is no litigation, arbitration, action, suit,judgment, order, injunction,proceeding or investigation pending or,to the Knowledge of Shareholders,threatened against one or more Shareholders with respect to the Transaction contemplated by this Agreement or which would reasonably be excepted to have a material impact on the ability of the Shareholders,the Holding Company or the Merged Company to consummate the Transaction contemplated by this Agreement. 3.7 Investment Representations and Warranties (a) The Bowman Stock Consideration is being obtained by the Holding Company for its own account for investment purposes, and not with a view toward or for offer or resale in connection with any distribution thereof, or with any present intention of offering, distributing, or selling. Holding Company acknowledges that the Bowman Stock Consideration has not been registered under the securities laws of any jurisdiction, including the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder(the "Securities Act"), or any state securities laws, and agrees that the Bowman Stock Consideration may not be sold,transferred, offered for sale,pledged, hypothecated or otherwise disposed of unless the Bowman Stock Consideration is registered under any such laws or unless an exemption from such registration is available under such laws. (b) Holding Company (either alone or together with its advisor) (i)has had access to and continues to have access to information from Bowman concerning Bowman and the Shareholders' investment, (ii)has had the opportunity to discuss the business of Bowman with the management of Bowman, including the opportunity to ask questions of and receive answers from Bowman and(ii)has had the opportunity to obtain any and all additional information necessary to verify the accuracy of information that the Holding Company deems relevant to make an informed investment decision as to the acquisition of the Bowman Stock Consideration. (c) Holding Company(either alone or together with its advisor) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Bowman Stock Consideration and is capable of bearing the economic risks of such investment. Holding Company is an Accredited Investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. (d) Holding Company agrees that the Bowman Stock Consideration shall bear the following restrictive legend: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT'), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE -20 - 16 E3 SECURITIES ACT OR(2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS,AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS BOWMAN HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH APPLICABLE LAWS." Article 4 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS WITH RESPECT To THE HOLDING COMPANY AND THE MERGED COMPANY The Shareholders hereby make the following representations and warranties to Bowman and Bowman Gulf Coast with respect to the Merged Company: 4.1 Organization,Authority for Agreement; Enforceability. (a) The Merged Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida, with the requisite power to own, operate and lease its properties and to carry on the Business as now being conducted. On the Closing Date the Merged Company shall have no Subsidiaries. The Merged Company has qualified as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business or the nature or location of its assets require such qualification. The Merged Company is duly licensed in each jurisdiction in which it conducts business and in which it is required to be licensed. During the past three calendar years and during the current year,the Merged Company has not received any correspondence from any Governmental Entity having jurisdiction over the Merged Company which, after any applicable cure period or reasonable period of time to address, could reasonably be expected to lead to a Merged Company Material Adverse Effect. The Merged Company has the requisite power and authority to enter into this Agreement and to consummate the Transaction contemplated hereby to the extent of its obligations hereunder. This Agreement has been approved by the Merged Company's board of directors and Shareholders,the Holding Company, as required by the Merged Company's Governing Documents and applicable law, and the Person executing this document on behalf of the Merged Company has been validly authorized to do so. This Agreement has been duly authorized, executed and delivered by the Merged Company and constitutes a legal, valid and binding agreement of the Merged Company, enforceable against the Merged Company in accordance with its terms, except to the extent enforcement may be affected by laws relating to bankruptcy,reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. At the Closing,the Transaction documents to be executed and delivered by the Merged Company (including without limitation the Articles of Merger) will be duly executed and delivered by the Merged Company and will constitute valid and binding obligations of the Merged Company, enforceable in accordance with their terms, except to the extent enforcement may be affected by laws relating to bankruptcy, - 21 - 16 E3 reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. All of the outstanding shares of Merged Company Common Stock have been duly authorized and validly issued, were not issued in violation of any person's preemptive rights, and are fully paid and non- assessable. There are no outstanding subscriptions, options,warrants, conversion rights or other rights, securities, agreements or commitments obligating the Merged Company to issue, sell or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock. There are no voting trusts or other agreements or understandings to which the Merged Company, or any Shareholder is a party with respect to voting the shares of Merged Company common stock. (b) The Holding Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida, with the requisite power to own, operate and lease its properties and to carry on the Business as now being conducted. On the Closing Date the Holding Company shall have no Subsidiaries other than the Merged Company. The Holding Company has qualified as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business or the nature or location of its assets require such qualification. The Holding Company is duly licensed in each jurisdiction in which it conducts business and in which it is required to be licensed. During the past three calendar years and during the current year, the Holding Company has not received any correspondence from any Governmental Entity having jurisdiction over the Holding Company which, after any applicable cure period or reasonable period of time to address, could reasonably be expected to lead to a Merged Company Material Adverse Effect. The Holding Company has the requisite power and authority to enter into this Agreement and to consummate the Transaction contemplated hereby to the extent of its obligations hereunder. This Agreement has been approved by the Holding Company's board of directors and Shareholders as required by the Holding Company's Governing Documents and applicable law, and the Person executing this document on behalf of the Holding Company has been validly authorized to do so. This Agreement has been duly authorized, executed and delivered by the Holding Company and constitutes a legal,valid and binding agreement of the Holding Company, enforceable against the Holding Company in accordance with its terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. At the Closing, the Transaction documents to be executed and delivered by the Holding Company will be duly executed and delivered by the Holding Company and will constitute valid and binding obligations of the Holding Company, enforceable in accordance with their terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. All of the outstanding shares of Holding Company Common Stock have been duly authorized and validly issued, were not issued in violation of any person's preemptive rights, and are fully paid and non-assessable. There are no outstanding subscriptions, options,warrants, conversion rights or other rights, securities, agreements or commitments obligating the Holding Company to issue, sell or otherwise dispose of shares of its capital stock, or any securities or obligations convertible into, or exercisable -22 - 16E3 or exchangeable for, any shares of its capital stock. There are no voting trusts or other agreements or understandings to which the Holding Company, or any Shareholder is a party with respect to voting the shares of Holding Company common stock. 4.2 Compliance with Governing Documents and Applicable Law The Merged Company has all requisite licenses,permits and certificates from all Governmental Entities (collectively, "Permits") necessary to conduct the Business as currently conducted, and to own, lease and operate its properties in the manner currently held and operated. All of the Merged Company's Permits are in full force and effect. This Agreement will not violate any provision of the Merged Company's Governing Documents or the Holding Company's Governing Documents. All personnel of the Merged Company who are required to be licensed are duly licensed by the appropriate Governmental Entity. 4.3 Litigation and Investigations. 4.3.1 Except as set forth on Schedule 4.3 there is (a) no investigation by any Governmental Entity with respect to the Merged Company or the Holding Company pending or, to the Knowledge of the Shareholders,threatened, nor has any Governmental Entity indicated to the Merged Company or Holding Company an intention to conduct the same; (b)there is no claim, action, suit, arbitration or proceeding pending or, to the Knowledge of the Shareholders, threatened against or involving the Merged Company or the Holding Company, or any of its respective assets or properties, at law or in equity,that, if adversely determined, would have a Merged Company Material Adverse Effect or would prevent or materially delay the consummation of the transactions contemplated hereby; and (c)there are no judgments, decrees, injunctions or Orders of any Governmental Entity or arbitrator outstanding against either the Merged Company or the Holding Company. 4.3.2 There is no bankruptcy proceeding currently filed with the Merged Company or the Holding Company as debtor or debtor in possession, and to the Knowledge of the Shareholders none is contemplated or threatened. With respect to any matter described on Schedule 4.3, the Merged Company and the Holding Company have given proper and timely notice to their applicable insurance carrier(s) and such carrier(s)have not denied coverage or issued a reservation of rights letter except as set forth on Schedule 4.3. 4.3.3 Notwithstanding that a matter is listed on Schedule 4.3, neither Merged Company, Bowman Gulf Coast, nor Bowman shall have any liability with respect to such matter after the Closing Date. 4.4 No Broker's or Finder's Fees Other than the fee due Benchmark International,to be borne solely by Holding Company,neither the Merged Company nor the Holding Company are obligated to pay any fee or commission to any broker, finder, financial advisor or intermediary in connection with the transactions contemplated by this Agreement which is, or could become, an obligation of Bowman Gulf Coast or Bowman. -23 - 16 E3 4.5 Condition To the Knowledge of the Shareholders all material facilities, equipment and personal property owned by the Merged Company and regularly used in the Business are in good operating condition and repair, ordinary wear and tear excepted. 4.6 Financial Statements and Backlog. 4.6.1 The Merged Company and the Holding Company have previously furnished Bowman with accurate and complete copies of: the unaudited balance sheet and income statement of the Merged Company as of (i)December 31, 2018, (ii)December 31, 2019, (iii) December 31, 2020, (iv)December 31, 2021, and(v) September 30, 2022 (collectively the "Merged Company Financial Statements"). To the Knowledge of the Shareholders the Merged Company Financial Statements (including any related notes)fairly present in all material respects the financial position and operations of the Merged Company as of the dates thereof, and(ii)the each of the Merged Company Financial Statements (including any related notes) are prepared in accordance with the Accounting Principles. The Merged Company has no Indebtedness other than that which is fully reflected or provided for as a liability on, or disclosed in the notes to,the balance sheets included in the Merged Company Financial Statements. The Merged Company Indebtedness at Closing shall consist only of the Assumed Liabilities. After the Closing Date neither the Merged Company, Bowman Gulf Coast, nor Bowman shall be liable for any of the following obligations (the"Excluded Obligations"): (a) Obligations of Holding Company or Merged Company for Taxes of any type; or for or with respect to any ERISA or benefit plans for any period up to and including the Closing Date, and specifically including any Taxes resulting from the Transaction. (b) Obligations of Holding Company or Merged Company for any Company Transaction Expenses. (c) Obligations of Holding Company or Merged Company relating to employees or former employees of either the Holding Company or the Merged Company for any reason, except for Accrued Payroll and Accrued Assumed PTO set forth on Schedule 4.6.1.c. (d) Obligations of Holding Company or Merged Company for any claims, investigations, lawsuits or violations of law for any period ending on or before the Closing Date. (e) Obligations to clients for any actions or failures to act, errors, omissions, negligence or willful misconduct by Holding Company, the Merged Company, or any Holding Company or Merged Company employee or agent for any period ending on or before the Closing Date. (f) Obligations secured by one or more Excluded Assets. (g) Obligations of Holding Company with respect to any non-qualified deferred compensation plan. - 24 - 16 E3 4.6.2 Attached hereto as Schedule 4.6.2 is a listing of Merged Company Backlog by client,project, and projected dollar value of services to be performed. To the Knowledge of the Shareholders such Backlog is expected to be performed and invoiced in the Ordinary Course of Business, except as otherwise set forth on Schedule 4.6.2, or except as may be modified by the respective client in accordance with the applicable Client Contract after the Closing Date. 4.7 Pledge of Merged Company Assets. On the Closing Date the Merged Company Assets shall not be subject to any Encumbrances other than the Permitted Encumbrances. 4.8 Tax Matters. 4.8.1 The Holding Company and Merged Company have timely filed, or will prepare and file, all federal, state, local and foreign income, information and other Tax Returns that were required to be filed by it on or prior to the Closing Date. No material issues have been raised by or,to the Shareholders' Knowledge, are currently pending with any Governmental Authority with respect to any such Tax. No extension of time to file any such Tax Return has been requested from or granted by any Governmental Entity. 4.8.2 The Holding Company and Merged Company have timely paid all Taxes imposed upon either of them or for which either of them is liable,whether to Governmental Entities or other Persons (such as, for example, under tax allocation agreements),with respect to all taxable periods or portions of periods ending on or before the Closing Date, other than Taxes that are not yet due and payable and Taxes that are being contested in good faith by Holding Company and/or Merged Company. The unpaid Taxes of the Holding Company and/or Merged Company that are not yet due and payable do not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the Closing Date Balance Sheet, as adjusted for the passage of time through the Closing Date, in accordance with the past practices of the Holding Company and Merged Company. 4.8.3 To the Knowledge of the Shareholders neither Holding Company nor Merged Company has been the subject of any tax audit or tax investigation by any Governmental Entity with respect to any taxable periods or portions of periods ending on or before the Closing Date. To the Knowledge of the Shareholders no claim has ever been made by any Governmental Entity in a jurisdiction where either the Holding Company or Merged Company does not file Tax Returns that either the Holding Company or Merged Company is or may be subject to taxation by that jurisdiction, and the Merged Company is not subject to taxation in any jurisdiction other than the jurisdictions in which the Merged Company has been operating. 4.8.4 All Taxes required to be withheld by or on behalf of either Holding Company or the Merged Company in connection with amounts paid or owing to any employee, independent contractor, creditor or other Person have been properly withheld, and all such Taxes either have been duly and timely paid to the proper Governmental Entities or, in circumstances -25 - 16 E3 where such Taxes have not yet become due and payable, have been set aside in segregated accounts to be paid to the proper Governmental Entity, and the Holding Company and Merged Company have maintained complete, correct and up-to-date records that comply with all applicable Tax Laws with respect to such withholdings. 4.8.5 Neither Holding Company nor Merged Company is a party to or bound by any tax indemnity agreement,tax sharing agreement,tax allocation agreement or any similar arrangement for the sharing of Tax liabilities or benefits. Neither Holding Company nor Merged Company is or could be liable to pay, reimburse or indemnify any Person(including a tax authority) in respect of the Tax liability of another Person, whether or not as a consequence of such third person failing to discharge such liability. 4.8.6 The Holding Company validly elected to be an "S corporation"within the meaning of Code Section 1361(a)(1) for U.S. federal income tax purposes as of January 1, 2018, and has maintained its status as an S corporation at all times since such date and prior to the Closing Date. The Holding Company has validly elected to be an S corporation in all state and local jurisdictions that allow such election where such entities are required to file tax returns, and has maintained its status as an S corporation in such jurisdictions at all times thereafter.No tax authority has asserted or threatened in writing to assert that the Holding Company does not or may not qualify as an S corporation for U.S. federal income tax purposes or for the purposes of any state or local jurisdiction in which such company is required to file a tax return. To the Knowledge of the Shareholders there is no basis in fact or law that by which the Holding Company is ineligible for such"S"corporation status, either currently or at any time while the S election has been in effect. The Holding Company has not,within the past ten(10)years, (i) acquired assets from another corporation in a transaction in which its Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor; or(ii) acquired the stock of any corporation that is a"qualified subchapter S subsidiary"within the meaning of Section 1361 of the Code. The Holding Company will not be obligated to pay Tax under Section 1374 of the Code or any similar provision of state or local law in connection with the Transaction contemplated by this Agreement. The Holding Company validly elected for Merged Company to be a"qualified subchapter S subsidiary (QSub)"within the meaning of Code Section 1361(b)(3)(b) for U.S. federal income tax purposes as of June 27, 2019, and Merged Company has maintained its status as a QSub at all times prior to the Closing Date. The Merged Company has validly elected to be a QSub in all state and local jurisdictions that allow such election where such entities are required to file tax returns, and has maintained its status as a QSub in such jurisdictions at all times thereafter.No tax authority has asserted or threatened in writing to assert that the Merged Company does not or may not qualify as a QSub for U.S. federal income tax purposes or for the purposes of any state or local jurisdiction in which such company is required to file a tax return. To the Knowledge of the Shareholders there is no basis in fact or law that by which the Merged Company is ineligible for such QSub status, either currently or at any time while the QSub election has been in effect. 4.9 Employee Benefit Plans. 4.9.1 List of Plans. A correct and complete list of all pension,profit sharing, retirement, deferred compensation, welfare, legal services, medical, dental or other employee - 26 - i 6 E 3 benefit or health insurance plans, life insurance or other death benefit plans, disability, stock option, stock purchase, stock compensation, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material written personnel policy, relating to any persons employed by the Merged Company or in which any person employed by the Merged Company is eligible to participate and which is currently maintained or that was maintained at any time in the last five calendar years by the Holding Company,the Merged Company or any ERISA Affiliate(collectively,the"Merged Company Plans") is attached hereto as Schedule 4.9. 4.9.2 ERISA. The Merged Company Plans are in compliance with ERISA. Neither the Merged Company nor any ERISA Affiliate of the Merged Company, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Merged Company Plans, has engaged in or been a party to any"prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject the Merged Company or its Affiliates, directors or employees or the Merged Company Plans or the trusts relating thereto or any party dealing with any of the Merged Company Plans or trusts to any tax or penalty on"prohibited transactions" imposed by Section 4975 of the Code. 4.9.3 Plan Determinations. The form of each Merged Company Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of the Code; and,to the Knowledge of the Shareholders,nothing has occurred since the date of any such determination which might cause the loss of such qualification or exemption. With respect to each Merged Company Plan which is a qualified profit sharing plan, all employer contributions accrued prior to the Closing under the Merged Company Plan terms and applicable law have been made. 4.9.4 Funding. Except as set forth on Schedule 4.9: (a) to the Knowledge of the Shareholders, all contributions,premiums or other payments due or required to be made to the Merged Company Plans as of the date hereof have been made as of the date hereof and will be made as of the Closing Date; (b) to the Knowledge of the Shareholders,there are no actions, liens, suits or claims (other than routine claims for benefits)pending or threatened with respect to any Merged Company Plan; (c) to the Knowledge of the Shareholders each Merged Company Plan that is a"group health plan" (as defined in Section 607(1) of ERISA) has been operated at all times in substantial compliance with the provisions of COBRA and any applicable, similar state law; and (d) with respect to any Merged Company Plan that is qualified under Section 401(k) of the Code, individually and in the aggregate to the Knowledge of the Shareholders, no event has occurred,there exists no condition or set of circumstances in connection with which the Merged Company could be subject to any liability (except liability for - 27 - 16 E3 benefits claims and funding obligations payable in the Ordinary Course of Business)that is reasonably likely to have a Merged Company Material Adverse Effect under ERISA,the Code or any other applicable law. (e) Notwithstanding that a matter is listed on any Schedule 4.9 neither Bowman, Bowman Gulf Coast, nor Merged Company shall have any liability to any party with respect to such matter or plan after the Closing Date. 4.10 Employment-Related Matters; Compliance with Laws. 4.10.1 The Merged Company has heretofore delivered to Bowman a list(the "Employee List") dated as of May 16,2023 containing the name of each employee of the Merged Company and each such employee's position, starting employment date, annual salary or hourly rate, date of most recent salary or hourly increase and whether the Merged Company deems such Employee an Exempt Employee or a Non-Exempt Employee. The Employee List is correct and complete as of the date of the Employee List. The Merged Company is not a party to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of any of the employees of the Merged Company. All salaries,wages, vacation pay, bonuses, commissions and other compensation due from the Merged Company to the employees of the Merged Company before the most recent Merged Company payroll date before the Closing Date have been paid. 4.10.2 Except for matters which, individually or in the aggregate,would not have a Merged Company Material Adverse Effect, there are no past or present actions or activities by the Merged Company, or any circumstances, conditions, events or incidents,with respect to its employment of any person that could reasonably form the basis of any employment related claim against the Merged Company. The Merged Company funds its payroll not less frequently than bi-monthly. No third party has asserted any claim, or, to the Knowledge of the Shareholders, has any reasonable basis to assert any valid claim, against the Merged Company that either the continued employment by, or association with, the Merged Company of any of the present officers or employees of, or consultants to,the Merged Company contravenes any agreements or laws applicable to unfair competition, trade secrets or proprietary information. 4.11 Environmental Compliance. 4.11.1 Environmental Laws. Except for matters which, individually or in the aggregate,would not have a Merged Company Material Adverse Effect,to the Knowledge of the Shareholders (a)the Holding Company and Merged Company are in compliance with all applicable Environmental Laws in effect on the date hereof; (b)neither the Holding Company nor the Merged Company have received any written communication that alleges that either of them is not in compliance in all material respects with all applicable Environmental Laws in effect on the date hereof; (c)to the Knowledge of the Shareholders,there are no circumstances that may prevent or interfere with compliance in the future with all applicable Environmental Laws; (d) all material Permits and other governmental authorizations currently held by the Merged Company pursuant to the Environmental Laws are in full force and effect, to the Knowledge of the Shareholders the Merged Company is in compliance with all of the terms of -28 - 1 E 3 such Permits and authorizations, and no other Permits or authorizations are required by the Merged Company for the conduct of the Business on the date hereof; and (e)the management, handling, storage, transportation,treatment, and disposal by the Merged Company of all Materials of Environmental Concern has been in compliance with all applicable Environmental Laws. 4.11.2 Environmental Claims. To the Knowledge of the Shareholders there is no Environmental Claim pending or, to the Knowledge of the Shareholders, threatened against or involving either the Holding Company or Merged Company or against any person or entity whose liability for any Environmental Claim the Holding Company or the Merged Company have or may have retained or assumed either contractually or by operation of law. 4.11.3 No Basis for Claims. Except for matters which, individually or in the aggregate, would not have a Merged Company Material Adverse Effect,to the Knowledge of the Shareholders there are no past or present actions or activities by the Holding Company or Merged Company, or any circumstances, conditions, events or incidents, including the storage, treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern, whether or not by the Holding Company or Merged Company,that could reasonably form the basis of any Environmental Claim against the Holding Company or Merged Company or against any person or entity whose liability for any Environmental Claim the either the Holding Company or Merged Company may have retained or assumed either contractually or by operation of law, including, without limitation,the storage,treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern or any other contamination or other hazardous condition, related to the premises at any time occupied by the Holding Company or Merged Company. 4.12 Leases and Compliance with Laws. Schedule 4.12 sets forth as of the date hereof all Office Leases by location, start date, end date of term (not including any unexercised extensions) and current monthly rent(including all taxes, insurance, maintenance and similar fees related thereto). The Merged Company has provided Bowman with true, accurate and complete copies of the Office Leases and any operating or capital leases related to the Business, and the Merged Company's obligations under such leases shall be fully paid up to the Closing Date. The Office Leases are in full force and effect and are binding and enforceable against each of the parties thereto in accordance with their respective terms. Except as set forth on Schedule 4.12, neither the Merged Company nor,to the Knowledge of the Shareholders, any other party to an Office Lease, has committed a material breach or default under any Office Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default,nor,to the Knowledge of the Shareholders, are there any facts or circumstances that would reasonably indicate that the Merged Company is likely to be in material breach or default thereunder. All leasehold improvements and fixtures, or parts thereof, used by the Merged Company in the conduct of its business are in good operating condition and repair, ordinary wear and tear excepted, and are insured with coverage that is usual and customary for similar properties and similar businesses or are required, pursuant to the terms of the Offices Leases,to be insured by third parties. Other than pursuant to the Office Leases the Merged Company is not the lessee under any lease of real property, and is not the owner of any real property. The Merged Company and each of its properties and assets are and have at all -29 - 16E3 times since January 1, 2017 been in compliance in all material respects with all federal, state, local and foreign laws, rules, regulations,policies, rulings, zoning or other classifications, interpretations, guidelines, circulars,judgments, Orders, decrees or other directives of any kind of any Governmental Authority, agency or instrumentality and are not currently and have not since January 1, 2017 been charged with, received any notice of or, to the Shareholders' Knowledge, been under or threatened with any investigation or audit with respect to, any alleged default under, violation of or nonconformity with any laws. 4.13 Agreements, Contracts and Commitments. 4.13.1 Merged Company Agreements. Merged Company has supplied true and complete copies of all contracts,purchase orders, invoicing and payment history,project files and data for any ongoing projects with expected post-Closing revenue of Twenty-Five Thousand Dollars ($25,000) or more, and as of the Closing Date such ongoing projects have not been"pre- billed" and the amount of remaining contracted fee to be invoiced accurately reflects the amount of work remaining to complete each project. Except as set forth on Schedule 4.13.1, no client contract with expected post-closing revenue of Twenty-Five Thousand Dollars ($25,000) or more will treat the Transaction as a deemed assignment or otherwise require the consent of any third party for Bowman or Bowman Gulf Coast to continue to perform on such contract following the Closing. The Merged Company has provided to Bowman prior to Closing true and accurate copies of the following agreements to which the Merged Company is a party, if applicable: (a) any bonus, deferred compensation,pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement; (b) any employment agreement with any present or former employee, officer, member or consultant where there remains after the date hereof obligations to be performed by the Merged Company; (c) any agreement for personal services or employment with a term of service or employment specified in the agreement or any agreement for personal services which extends beyond the Closing Date; (d) any agreement of guarantee or indemnification in an amount that is material to the Merged Company taken as a whole; (e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Merged Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Office Leases or operating leases related to the Business under which the Merged Company is lessee that involves, in the aggregate, payments of One Thousand Dollars ($1,000) or more per annum or is material to the conduct of the Business of the Merged Company; - 30 - 16E3 (g) any joint venture, teaming or profit-sharing agreement; (h) any loan or credit agreements providing for the extension of credit to the Merged Company or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities,purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the amount of Ten Thousand Dollars ($10,000) or more; and (i) any agreement not described above that was not made in the Ordinary Course of Business and that is material to the financial condition, business, operations, assets, results of operations or prospects of the Merged Company. 4.13.2 Validity. As of the date hereof and as of the Closing Date, all contracts, leases, instruments, licenses and other agreements required to be provided to Bowman pursuant to Section 4.13.1 above are valid and in full force and effect,the Merged Company has not, nor, to the Knowledge of the Shareholders, has any other party thereto, breached any provision of, or defaulted under the terms of any such contract, lease, instrument, license or other agreement, except for any breaches or defaults that, in the aggregate,would not be expected to have a Merged Company Material Adverse Effect or have been cured or waived, and, as of the date hereof,the Merged Company has not received any"notice to cure"or a similar notice from any Governmental Entity requesting performance under any contract, instrument or other agreement between the Merged Company and such Governmental Entity. 4.14 Intellectual Property and Commercial Software 4.14.1 The term "Intellectual Property Assets"means all intellectual property owned or licensed (as licensor or licensee)by Merged Company in which Merged Company has a proprietary interest, including: (a) Merged Company's name, all assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications (collectively, "Marks"); (b) all patents,patent applications and inventions and discoveries that may be patentable (collectively, "Patents"); (c)all registered and unregistered copyrights in both published works and unpublished works (collectively, "Copyrights"); (d) all know-how,trade secrets, confidential or proprietary information, customer lists, Software,technical information, data,process technology,plans, drawings and blue prints (collectively, "Trade Secrets"); and(e) all rights in internet web sites and internet domain names presently used by Merged Company (collectively"Domain Names"). The Merged Company is the owner or licensee of all right,title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets, other than in respect of Commercial Software licenses listed in Schedule 4.14. 4.14.2 Schedule 4.14 sets forth as of the date hereof all Commercial Software. The Commercial Software has been acquired and used by the Merged Company on the basis of and in accordance with a valid license from the manufacturer or the dealer authorized to distribute such Commercial Software, free and clear of any claims or rights of any third parties. As of the date hereof the Merged Company is not in material breach of any of the terms and conditions of any such license and has not been infringing upon any rights of any third parties in - 31 - I6E3 connection with its acquisition or use of the Commercial Software, and the Merged Company has fully paid licenses and renewals to all Commercial Software that resides on Merged Company owned Computer Hardware. 4.15 Insurance Contracts Schedule 4.15 hereto lists all contracts of insurance and indemnity in force at the date hereof with respect to the Merged Company (the"Merged Company Insurance Contracts"). As of the Closing Date, all of the Merged Company Insurance Contracts are in full force and effect, with no default thereunder by the Merged Company which could permit the insurer to deny payment of claims thereunder. The Merged Company has not received or given a notice of cancellation with respect to any of the Merged Company Insurance Contracts. 4.16 Banking No misrepresentation or omission of a material fact was made by Holding Company, Merged Company or the Shareholders in connection with the application, administration or repayment of any Paycheck Protection Program loan. Schedule 4.16 hereto shows the names and locations of all banks and trust companies in which the Merged Company has accounts or safety deposit boxes and, with respect to each account or safety deposit box,the names of all persons authorized to draw thereon or to have access thereto. 4.17 No Omission. No representation or warranty or other statement made by the Shareholders in this Agreement, or in any Transaction document delivered in connection with the Transaction contemplated by this Agreement, contains any untrue statement or omits to state a material fact necessary in order to make any of them, in light of the circumstances in which it was made, not misleading. Article 5 REPRESENTATIONS AND WARRANTIES OF BOWMAN WITH RESPECT To BOWMAN GULF COAST Bowman and Bowman Gulf Coast hereby make the following representations and warranties to Merged Company, Holding Company, and the Shareholders: 5.1 Status of Bowman Bowman Gulf Coast is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida,with the requisite corporate power to own, operate and lease its properties and to carry on its business as now being conducted 5.2 Authority for Agreement Bowman Gulf Coast has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby to the extent of its obligations hereunder. The Managers and officers of Bowman Gulf Coast executing this document are validly authorized to do so. - 32 - i6 E3 5.3 Litigation and Investigations Except as set forth on Schedule 5.3 there is (a)no investigation by any Governmental Entity with respect to Bowman Gulf Coast pending or,to the Knowledge of Bowman, threatened, nor has any Governmental Entity indicated to Bowman Gulf Coast an intention to conduct the same; (b) there is no claim, action, suit, arbitration or proceeding pending or,to the Knowledge of Bowman, threatened against or involving Bowman Gulf Coast, or any of its assets or properties, at law or in equity,that, if adversely determined, would have a Bowman Material Adverse Effect or would prevent or materially delay the consummation of the Transaction contemplated hereby; and(c)there are no judgments, decrees, injunctions or orders of any Governmental Entity or arbitrator outstanding against Bowman Gulf Coast. There is no bankruptcy proceeding currently filed with Bowman Gulf Coast as debtor or debtor in possession, and to the Knowledge of Bowman none is contemplated or threatened. 5.4 No Broker's or Finder's Fees Bowman Gulf Coast has not become obligated to pay any fee or commission to any broker, finder, financial advisor or intermediary in connection with the transactions contemplated by this Agreement which is or could become an obligation of the Shareholders. 5.5 Tax Returns. Bowman has prepared and filed on a timely basis with all appropriate Governmental Entities all returns in respect of Taxes that it is required to file on or prior to the Closing, and has paid in full all Taxes due on or before Closing. Article 6 REPRESENTATIONS AND WARRANTIES OF BOWMAN Bowman represents and warrants to the Shareholders as follows: 6.1 Status of Bowman Bowman is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware,with the requisite corporate power to own, operate and lease its properties and to carry on its business as now being conducted 6.2 Authority for Agreement Bowman has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby to the extent of its obligations hereunder. The officers of Bowman executing this document are validly authorized to do so. 6.3 Litigation and Investigations Except as set forth on Schedule 6.3 there is (a)no investigation by any Governmental Entity with respect to Bowman pending or,to the Knowledge of Bowman,threatened, nor has any Governmental Entity indicated to Bowman an intention to conduct the same; (b)there is no claim, action, suit, arbitration or proceeding pending or,to the Knowledge of Bowman, threatened against or involving Bowman, or any of its assets or properties, at law or in equity, - 33 - 16 E3 that, if adversely determined,would have a Bowman Material Adverse Effect or would prevent or materially delay the consummation of the transactions contemplated hereby; and(c)there are no judgments, decrees, injunctions or orders of any Governmental Entity or arbitrator outstanding against Bowman. There is no bankruptcy proceeding currently filed with Bowman as debtor or debtor in possession, and to the Knowledge of Bowman none is contemplated or threatened. 6.4 No Broker's or Finder's Fees Bowman has not become obligated to pay any fee or commission to any broker, finder, financial advisor or intermediary in connection with the Transaction contemplated by this Agreement which is or could become an obligation of the Holding Company or the Shareholders. 6.5 Bowman Financial Statements The audited balance sheets and income statements of Bowman as of December 31, 2020, 2021, and 2022, and the unaudited balance sheet and income statement for the period ended March 31, 2023 are available at the Securities and Exchange Commission's website (https://www.sec.gov/edgar/searchedgar/companysearch.html) using the ticker symbol "BWMN". Collectively, the balance sheets and income statements referred to in the immediately preceding sentence are sometimes referred to herein as the "Bowman Financial Statements" Each of the Bowman Financial Statements (including any related notes)fairly presents in all material respects the financial position and operations of Bowman as of its date, in each case (and except as noted therein) in accordance with GAAP, and in the case of the unaudited balance sheet and income statement for the period ended March 31, 2023, subject to year-end and audit adjustments. 6.6 Tax Returns. Bowman has prepared and filed on a timely basis with all appropriate Governmental Entities all returns in respect of Taxes that it is required to file on or prior to the Closing, and has paid in full all Taxes due on or before Closing. Bowman has made an election on behalf of Bowman Gulf Coast for Bowman Gulf Coast to be treated as an association taxable as a corporation effective as of March 30, 2023, in furtherance of Code Section 368(a)(1)(A)treatment of the Transaction for Federal income tax purposes. 6.7 SEC Filings. Bowman has filed with, or furnished to,the Securities and Exchange Commission all reports, schedules, forms, statements,prospectuses, registration statements and other documents required to be filed or furnished by Bowman (collectively, together with any exhibits and schedules thereto and other information incorporated therein, "Bowman SEC Documents"). As of its filing date (and as of the date of any amendment), each Bowman SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. - 34 - 16 E3 Article 7 ADDITIONAL AGREEMENTS 7.1 Exclusivity From and after the Effective Date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with Article 9 hereof, but in any event at least ninety (90) days after the date of the Letter of Intent, neither the Merged Company nor the Shareholders will, directly or indirectly, through their respective affiliates, agents, officers and directors, directly or indirectly, solicit, initiate, or participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to, any corporation, partnership, person, or other entity or group concerning any tender offer, exchange offer, merger, business combination, sale of substantial assets, sale of shares of capital stock, or similar transaction involving the Company (all such transactions being referred to herein as "Acquisition Proposals"). 7.2 Expenses. As between the parties hereto, the Holding Company shall be responsible for the Merged Company Transaction Expenses and Bowman shall be responsible for Bowman Transaction Expenses. 7.3 Indemnification 7.3.1 Indemnification for Bowman's Benefit. Subject to the terms of this Section 7.3, Bowman and its directors, officers, employees, representatives, successor and assigns (collectively the "Bowman Indemnified Parties") shall be entitled to payment and reimbursement from the Shareholders,to the extent of their respective Shareholder Pro Rata Share, as the case may be, for the full amount of Losses suffered, incurred or paid by any Bowman Indemnified Party: (i)by reason of, in whole or in part, the breach of this Agreement or any misrepresentation or inaccuracy in, or breach of, any representation or warranty by the Shareholders in this Agreement or any Exhibits or Schedules hereto or the certificates delivered by him pursuant to this Agreement; (ii) by reason of any Indebtedness or Company Transaction Expenses that are not paid or satisfied in full at or before the Closing; or(iii)by reason of any Taxes arising out of or relating to (a) any Pre-Closing Tax Period or Pre-Closing Straddle Period of Company (including any Taxes arising out of, or relating to, any invalid Subchapter S election), or(b)any change in accounting method with respect to any item or items arising in a Pre-Closing Tax Period or Pre-Closing Straddle Period of Company. 7.3.2 Indemnification for Shareholder' Benefit. Subject to the terms of this Section 7.3,the Shareholders and their representatives, successors and assigns (collectively, the "Shareholder Indemnified Parties") shall be entitled to payment and reimbursement from Bowman for the full amount of Losses suffered, incurred or paid by any Shareholder Indemnified Party by reason of, in whole or in part: (i)any misrepresentation or inaccuracy in, or breach of this Agreement or any representation,warranty or covenant made by Bowman or Bowman Gulf Coast in this Agreement or any Exhibits or Schedules hereto or the certificates delivered by Bowman or Bowman Gulf Coast pursuant to this Agreement; or(ii) any Assumed Obligation. - 35 - 6 E3 7.3.3 Right of Set-Off. Amounts due to Bowman Indemnified Parties shall first be made by a set off of the amount of any claim for indemnification or payment of Losses to which Bowman Indemnified Parties are entitled under this Agreement against any amounts payable by Bowman pursuant to the First Promissory Note and then the Second Promissory Note. Thereafter, amounts for indemnification owed to Bowman Indemnified Parties shall be the obligation of the Shareholders in accordance with their respective Shareholder's Pro Rata Share. 7.3.4 Limits on Indemnification. Notwithstanding anything to the contrary contained herein, except in the case of fraud, criminal activity, willful misconduct or breach of a Fundamental Representation and Warranty or covenant, (a)the Shareholders shall not be required to indemnify and hold harmless Bowman Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; (b)the Shareholders shall not be required to indemnify and hold harmless Bowman Indemnified Parties in the aggregate for the first Losses until the Minimum Indemnity Amount has been met,provided that once the Minimum Indemnity Amount has been met,the indemnity obligation shall be the full amount of Losses in excess of the Minimum Indemnity Amount, but subject to the Maximum Indemnity Amount and the Maximum Fundamental Indemnity Amount, as the case may be and as provided in this Section 7.3; (c)Bowman shall not be required to indemnify and hold harmless the Shareholder Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; or (d) Bowman shall not be required to indemnify and hold harmless the Shareholder Indemnified Parties in the aggregate for the Minimum Indemnity Amount,provided that once the Minimum Indemnity Amount has been met,the indemnity obligation shall be the full amount of Losses in excess of the Minimum Indemnity Amount, but subject to the Maximum Indemnity Amount and the Maximum Fundamental Indemnity Amount, as the case may be and as provided in this Section 7.3. Notwithstanding anything to the contrary contained herein, in the case of a breach of a Fundamental Representation and Warranty, (a)the Shareholders shall not be required to indemnify and hold harmless Bowman Indemnified Parties in the aggregate for Losses more than the Maximum Fundamental Indemnity Amount; and (b)Bowman shall not be required to indemnify and hold harmless the Shareholder Indemnified Parties in the aggregate for Losses more than the Maximum Fundamental Indemnity Amount. 7.3.5 Claims for Indemnification. Upon obtaining knowledge of any facts, claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder(referred to herein as an "Indemnification Claim"), the party seeking indemnification (the "Indemnified Party") shall give timely written notice of such facts, claim or demand ("Notice of Claim")to the party or parties from whom indemnification is sought(the "Indemnifying Party"). So long as the Notice of Claim is given by the Indemnified Party in the Claims Period specified in Section 7.3.7, no failure or delay by the Indemnified Party in the giving of a Notice of Claim shall reduce or otherwise affect the Indemnified Party's right to indemnification except to the extent that the Indemnifying Party has been prejudiced thereby. 7.3.6 Participation in Defense by Indemnifying Party; Effect of Investigation. In the event of a claim or demand asserted by a third party (a"Third Party Claim"),the Indemnifying Party, shall have the right, but not the obligation, exercisable by written notice to - 36 - 16 E3 the Indemnified Party within ten(10) days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim,to participate in,but not control,the defense of such Third Party Claim at the Indemnifying Party's sole cost and expense. The Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party,which consent shall not be unreasonably withheld or delayed. The representations,warranties and covenants of the Indemnifying Party, and the Indemnified Party's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives)or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is,was or might be inaccurate. 7.3.7 Claims Period.Any claim for indemnification under Section 7.3 must be asserted by written notice on or before the expiration of the applicable survival period for such claim,which survival periods are set forth in Article 10 of this Agreement. 7.3.8 Treatment for Tax Purposes. All indemnification payments pursuant to this Section 7.3 shall be treated as adjustments to the Purchase Price for all Tax purposes unless otherwise required by applicable Law. 7.3.9 Materiality. Notwithstanding anything contained herein to the contrary, for purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification or reimbursement hereunder, each representation and warranty in this Agreement or any certificate delivered at the Closing shall be read without regard and without giving effect to any materiality qualifier contained in such representation or warranty which has the effect of making such representation and warranty less likely to be breached(as if such word or words were deleted from such representation and warranty). 7.3.10 No Right of Contribution. The Shareholders shall not have any right of contribution against the Merged Company with respect to any obligation of the Shareholders to indemnify the Bowman Indemnified Parties. 7.4 Public Disclosure Except as otherwise required by law, any press release or other public disclosure of information regarding the proposed Transaction(including the negotiations with respect to the Transaction and the terms and existence of this Agreement) shall be developed by Bowman, subject to the Holding Company's review and approval,not to be unreasonably withheld, conditioned or delayed. 7.5 Further Assurances Subject to terms and conditions herein provided and to the fiduciary duties of the board of directors, board of managers, and officers or representatives of any party, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to - 37 - 16 E3 do, or cause to be done, all things necessary,proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the Transaction contemplated hereby. In case at any time any further action, including,without limitation, the obtaining of waivers and consents under any agreements, material contracts or leases and the execution and delivery of any licenses or sublicenses for any software, is necessary,proper or advisable to carry out the purposes of this Agreement,the proper officers and directors or representatives of each Party to this Agreement are hereby directed and authorized to use commercially reasonable efforts to effectuate all required action. Each party agrees to use its best reasonable efforts to effect the novation of each Material Contract that may require novation under its terms or under applicable laws or regulations, and further agrees to provide all documentation necessary to effect each such novation, including,without limitation, all instruments, certifications, requests, legal opinions, audited financial statements, and other documents required by any Governmental Entity. 7.6 Professional Liability Coverage. Reserved. 7.7 Termination of Merged Company Plans. It is understood that none of the Merged Company Plans are being merged or combined with any ERISA or other benefit plan of Bowman or Bowman Gulf Coast, and that the Holding Company shall be responsible for terminating all Merged Company Plans simultaneously with Closing and all costs and fees in connection therewith shall be deemed a Merged Company Transaction Expense. Article 8 POST-CLOSING UNDERTAKINGS AND OBLIGATIONS In order to induce the Holding Company, Merged Company and the Shareholders to enter into the within Merger Agreement, Bowman covenants that it will fulfill and perform the undertakings and obligations set forth in this Article 8. Bowman acknowledges that the Holding Company and Shareholders are relying on Bowman's affirmative undertakings in entering into this Merger Agreement. In order to induce Bowman and Bowman Gulf Coast to enter into the within Merger Agreement,the Holding Company and Shareholders covenant that they will fulfill and perform the undertakings and obligations set forth in this Article 8. The Holding Company and Shareholders acknowledge that Bowman and Bowman Gulf Coast are relying on the Holding Company's and Shareholders' affirmative undertakings in entering into this Merger Agreement. The undertakings and obligations of this Article 8 shall expressly survive Closing. 8.1 Assumption of Assumed Liabilities. Effective on the Closing Date,Bowman shall assume all payment obligations of the Merged Company with respect to the Assumed Liabilities, and no other liabilities, and Bowman shall indemnify and hold harmless the Holding Company and Shareholders pursuant to Section 7.3 hereof from and against any liability for the Assumed Liabilities. - 38 - 16 E3 8.2 Payment of Accrued PTO. The Accrued Assumed PTO for Merged Company exempt employees retained by Bowman shall be paid to such exempt employees by Bowman bi-weekly during the nine (9) month period following the Closing Date, beginning with the pay period that is close in time to two (2)months after the Closing Date, except that all such amounts will be paid upon termination of any such employee with Surviving Company or Bowman. After the Closing Date exempt employees retained by Bowman or the Surviving Company will be subject to Bowman's individual leave policy whereby leave for sickness, vacation and holidays is approved based upon factors which do not include any accrued leave balance. Non-Exempt Company employees retained by Bowman or the Surviving Company will accrue leave post-Closing pursuant to Bowman's stated policy, as the same may be changed from time to time. Other than the Accrued Payroll and Accrued Assumed PTO any and all obligations of Merged Company to its employees for any period prior to the Closing Date shall not be assumed by Bowman or Surviving Company but shall be and remain the obligation of Holding Company. 8.3 Preparation and Filing of Tax Returns and Related Matters. The Holding Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Holding Company and Merged Company for all taxable periods ending on or prior to the Closing Date. If requested by Bowman, the Shareholders shall allow Bowman's employee or independent tax advisor to review and comment on each such income Tax Return prepared or caused to be prepared by the Shareholders (to the extent such income Tax Return could affect any obligation of Bowman or Bowman Gulf Coast) at Bowman' sole cost and expense. The Shareholders shall consider in good faith all reasonable comments of Bowman or its tax advisor with respect to such income Tax Returns prior to filing. Immediately upon written demand from Bowman,the Shareholders shall reimburse Bowman for all Taxes of the Merged Company for any Tax period ending on or before the Closing Date (a"Pre-Closing Tax Period") and for Shareholders' portion (as determined below) of all Taxes of the Merged Company for any Straddle Period. Bowman shall be responsible for all Taxes of Merged Company for any Tax period that begins after the Closing Date (a"Post-Closing Tax Period") and for its portion (as determined below) of all Taxes of Merged Company for any Straddle Period. With respect to any period that straddles the Closing Date (a"Straddle Period"),the Taxes attributable to such Straddle Period shall be apportioned between the period of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the "Pre-Closing Straddle Period"), which portion shall be the responsibility of the Shareholders, and the period of the Straddle Period that begins on the day after the Closing Date and ends on the last day of the Straddle Period("Post-Closing Straddle Period"),which portion shall be the responsibility of Bowman. The portion of the Tax allocated to the Pre-Closing Straddle Period shall (a) in the case of any ad valorem or similar property Taxes, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period; and(b) in the case of any other Taxes, be deemed equal to the amount that would be payable if the relevant Taxable period ended on the Closing Date. The portion of the Tax allocated to the Post-Closing Straddle Period shall equal the balance of the Tax attributable to the Straddle Period. Bowman and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and - 39 - 16 E3 filing of any Tax Return or claim for refund and any audit, litigation or other proceeding with respect to Merged Company's Taxes. Upon request,Bowman and Holding Company shall provide each other with the information that either party is required to report pursuant to the Code. Without the prior written consent of the Holding Company, Bowman shall make no amendments to any tax returns of Merged Company for any tax year within the Pre-Closing Tax Period. Bowman, Bowman Gulf Coast,the Holding Company and the Shareholders agree to file tax returns and take such other actions as are necessary or appropriate for the Transaction be treated for Federal income tax purposes as a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(A) of the Code , by virtue of the provisions of Section 368(a)(1)(A) of the Code and specifically as a forward triangular merger as provided for in Section 368(a)(2)(D) of the Code. Bowman, Bowman Gulf Coast,the Holding Company and the Shareholders further agree to take actions and make tax return filings consistent with the treatment of the Transaction as such a tax-free reorganization. Article 9 CONDITIONS PRECEDENT 9.1 Conditions Precedent to the Obligations of Each Party The obligations of the parties hereto to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, any of which conditions may be waived in writing prior to Closing by the party for whose benefit such condition is imposed: 9.1.1 No Illegality. There shall not have been any action taken, and no statute, rule or regulation shall have been enacted, by any state, federal or other government agency since the Execution Date of this Agreement that would prohibit or materially restrict the Transaction or any other material transaction contemplated hereby. 9.1.2 No Injunction.No injunction or restraining or other order issued by a court of competent jurisdiction that prohibits or materially restricts the consummation of the Transaction contemplated hereby shall be in effect(each party agreeing to use all reasonable efforts to have any injunction or other order immediately lifted), and no action or proceeding shall have been commenced or threatened in writing seeking any injunction or restraining or other order that seeks to prohibit, restrain, invalidate or set aside consummation of the Transaction contemplated hereby. 9.1.3 Approvals of Transaction. This Agreement shall have been approved by the Holding Company,the Merged Company, Bowman and Bowman Gulf Coast, and to the extent required by applicable law and their respective Governing Documents. 9.2 Conditions Precedent to Obligation of Bowman and Bowman Gulf Coast to Consummate the Transaction The obligation of Bowman and Bowman Gulf Coast to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any of which conditions may be waived in writing by Bowman or Bowman Gulf Coast prior to Closing: -40 - 16E3 9.2.1 Representations and Warranties. The representations and warranties of the Shareholders contained in Articles 3 and 4 and elsewhere in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date(which shall remain true and correct as of such date), with the same force and effect as if made on and as of the Closing Date, except in all such cases, for such breaches, inaccuracies or omissions of such representations and warranties which have neither had nor reasonably would be expected to have a Merged Company Material Adverse Effect; and the Shareholders shall have delivered to Bowman a certificate to that effect, dated the Closing Date and signed by the Shareholders. 9.2.2 Agreements and Covenants. The Holding Company, Merged Company and Shareholders shall have performed in all material respects all of their respective agreements and covenants set forth herein that are required to be performed at or prior to the Closing Date and no Merged Company Material Adverse Effect shall have occurred. 9.2.3 Certificate of Good Standing. Each of Merged Company and Holding Company shall deliver a Certificate of Good Standing issued by the Florida Secretary of State not earlier than 30 days prior to the Closing Date. 9.2.4 Closing Documents. The Shareholders shall have delivered to Bowman the Holding Company and Merged Company closing certificates described hereafter in this paragraph and such other closing documents as Bowman shall reasonably request. The Holding Company and Merged Company closing certificates, dated as of the Closing Date, duly executed by the secretary of each company, shall certify as to (i)the signing authority, incumbency and specimen signature of the signatories of this Agreement and other documents signed on behalf of the Merged Company in connection herewith, and (ii)the resolutions adopted by the board of directors and shareholders of each company authorizing and approving the execution, delivery and performance of this Agreement and the other documents executed in connection herewith and the consummation of the transactions contemplated hereby and thereby and state that such resolutions have not been modified, amended,revoked or rescinded and remain in full force and effect. 9.2.5 Third Party Consents. All required third party consents or approvals shall have been obtained by the Holding Company and Merged Company and shall be effective and shall not have been suspended, revoked, or stayed by action of any such third party. 9.2.6 Diligence Review. Bowman and its accountants and attorneys shall have conducted a diligence investigation of all matters related to the business of the Merged Company deemed relevant by Bowman or its accountants and attorneys to such diligence investigation, and the results of such diligence investigation shall have been satisfactory to Bowman. 9.2.7 Agreements with Shareholders and Employees. Each Shareholder shall have entered into written Employment Agreement and Non-Competition and Non-Disclosure Agreement with Bowman in the respective form attached as Exhibits F and G. Each Key - 41 - 16E3 Employee listed on Schedule 9.2.7 shall have entered into the written Employment Letter and Non-Solicitation and Non-Disclosure Agreement in the respective forms attached as Exhibits H and I. Also set forth on Schedule 9.2.7 is a schedule of the dollar amount of Bowman common stock to be issued to each Key Employee at Closing,the number of shares to be determined by dividing the dollar amount for each recipient by the Average Stock Price, and rounding up to the nearest whole share. The common stock issued to the Key Employees shall be issued pursuant to Bowman's 2021 Omnibus Equity Incentive Plan, and each Key Employee shall be required to execute Bowman's Restricted Stock Award Agreement in the form attached hereto as Exhibit J. Substantially all employees of Merged Company offered post-Closing employment by Bowman shall have accepted such employment offer and executed Bowman's customary employment documents. The Holding Company shall have entered into the Subordination Agreement in the form attached hereto as Exhibit E. 9.2.8 Office Lease. Bowman shall have obtained any required consent from the Company's current landlords of the Office Leases. 9.2.10 No Material Adverse Change. There shall not have occurred any event that gives rise to a Merged Company Material Adverse Effect. 9.2.11 Professional Liability Coverage. The Merged Company shall have taken steps required of it pursuant to Section 7.6. 9.3 Conditions Precedent for Shareholders,Holding Company and Merged Company. The obligations of the Holding Company, Merged Company and the Shareholders to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any of which may be waived in writing by the Holding Company, Merged Company or the Shareholders prior to Closing: 9.3.1 Representations and Warranties. The representations and warranties of Bowman and Bowman Gulf Coast contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date), with the same force and effect as if made on and as of the Closing Date, except in all such cases, for such breaches, inaccuracies or omissions of such representations and warranties which have neither had nor reasonably would be expected to have a Bowman Material Adverse Effect; and Bowman shall have delivered to the Holding Company and Shareholders a certificate to that effect, dated the date of the Closing and signed on behalf of Bowman by the Secretary of Bowman. 9.3.2 Agreements and Covenants. Bowman and Bowman Gulf Coast shall have performed in all material respects all of their agreements and covenants set forth herein that are required to be performed at or prior to the Closing Date and no Bowman Material Adverse Effect shall have occurred. Bowman shall have executed each of the Employment Letters,Non- - 42 - I6E3 Competition and Non-Disclosure Agreements, and/or Non-Solicitation and Non-Disclosure Agreements referred to in Section 9.2.7 above. 9.3.3 Certificate of Good Standing. Bowman Gulf Coast shall have delivered its Certificate of Good Standing or Certificate of Organization issued by the Florida Secretary of State not earlier than 30 days prior to the Closing Date, and Bowman shall have delivered its Certificate of Good Standing issued by the Delaware Secretary of State not earlier than 30 days prior to the Closing Date. 9.3.4 Tender of Merger Consideration. Bowman shall have tendered to the Holding Company the Merger Consideration pursuant to the provisions of Section 2.4. hereof. Article 10 SURVIVAL OF REPRESENTATIONS 10.1 The Shareholders' Representations All representations and warranties made by the Shareholders in this Agreement, or any certificate or other writing delivered by the Company pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of Bowman and shall terminate on the date which is 24 months after the Closing Date; except that(i) claims related to Fundamental Representations and Warranties shall terminate on the date which is 36 months after the Closing Date, and (ii) Indemnified Party claims pending on either such date shall continue until resolved. The covenants made by the Holding Company,the Merged Company or the Shareholders in this Agreement or any certificate or other writing delivered by the Company, the Holding Company, the Merged Company, or the Shareholders pursuant hereto or in connection herewith shall survive the Closing. 10.2 Bowman's Representations All representations and warranties made by Bowman and Bowman Gulf Coast in this Agreement or any certificate or other writing delivered by Bowman, Bowman Gulf Coast or any of their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Holding Company or the Shareholders shall terminate on the date that is 24 months after the Closing Date; except that (i)claims related to Fundamental Representations and Warranties shall terminate on the date which is 36 months after the Closing Date, and(ii) Indemnified Party claims pending on either such date shall continue until resolved. The covenants made by Bowman and Bowman Gulf Coast in this Agreement or any certificate or other writing delivered by Bowman, Bowman Gulf Coast and their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing. Article 11 OTHER PROVISIONS 11.1 Termination Events -43 - 16 E3 This Agreement may be terminated and the Transaction abandoned at any time prior to the Closing Date upon the following events; provided however that upon any such termination the surviving obligations of the Parties under the Letter of Intent shall continue in full force and effect in accordance with the terms of the Letter of Intent: 11.1.1 by mutual written consent of Bowman and the Merged Company; 11.1.2 by Bowman if there has been a breach of any representation,warranty, covenant or agreement contained in this Agreement on the part of the Holding Company,the Merged Company or the Shareholders and such breach has not been cured within ten business days after written notice to the Merged Company (provided,that neither Bowman nor Bowman Gulf Coast is in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that any of the conditions set forth in Section 9.2 hereof will not be satisfied; 11.1.3 by the Merged Company if there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Bowman or Bowman Gulf Coast and such breach has not been cured within ten business days after written notice to Bowman (provided,that none of the Holding Company,the Merged Company or the Shareholders is in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that any of the conditions set forth in Section 9.3 hereof will not be satisfied; 11.1.4 by any party hereto if: (i)there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; (ii)there shall be any final action taken, or any statute, rule, regulation or order enacted,promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Bowman's or Bowman Gulf Coast's ownership or operation of all or a material portion of the Business, or compel Bowman or Bowman Gulf Coast to dispose of or hold separate all or a material portion of the Business or assets of the Merged Company as a result of the Transaction; or 11.1.5 by any party hereto if the Transaction shall not have been consummated by May 31, 2023 for any reason, including the failure of a condition precedent contained in Article 7 for the benefit of such party,provided that the right to terminate this Agreement under this Section 9.1(e) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in,the failure of the Closing Date to occur on or before such date. 11.2 Notices All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand sent via a reputable nationwide courier service or mailed by registered or certified mail (return receipt requested)to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) and shall be deemed given on the date on -44 - 16 E3 which so hand-delivered or on the third business day following the date on which so mailed or sent: To Bowman and Bowman Gulf Coast (and to the Merged Company after Closing): Bowman Consulting Group Ltd. 12355 Sunrise Valley Drive; Suite 520 Reston, VA 20191 Attention: Robert A. Hickey, Chief Legal Officer To the Shareholders and Holding Company (or to the Merged Company before Closing): Hole Montes, Inc. 950 Encore Way Naples, FL 34110 Attention: Robert Mulhere, President with copies to: Michael Coleman, Esquire Coleman, Hazzard, Taylor, Klaus, Doupe, & Diaz, P.A. MidWestOne Bank Building 4099 Tamiami Trail N. Suite 201 Naples, FL 34103 11.3 Entire Agreement Unless otherwise herein specifically provided,this Agreement and the documents and instruments and other agreements among the Parties hereto as contemplated by or referred to herein constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including the Letter of Intent. Each Party hereto acknowledges that, in entering this Agreement and completing the Transaction contemplated hereby, such Party is not relying on any representation, warranty, covenant or agreement not expressly stated in this Agreement or in the agreements among the Parties contemplated by or referred to herein. This Agreement shall inure only to the benefit of the Parties hereto and their respective successors and assigns. Notwithstanding any other provisions to the contrary herein, except with respect to such successors and assigns,this Agreement is not intended and shall not be construed for the benefit of any third party or any person not a signatory hereto. 11.4 Assignability This Agreement is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein. Neither this Agreement nor any of the rights and obligations of the Parties hereunder shall be assigned or delegated, whether by operation of law or otherwise,without the written consent of all Parties hereto. 11.5 Validity -45 - 16E3 The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect. 11.6 Specific Performance The Parties hereto acknowledge that damages alone may not adequately compensate a Party for violation by another party of this Agreement. Accordingly, in addition to all other remedies that may be available hereunder or under applicable law, any Party shall have the right to any equitable relief that may be appropriate to remedy a breach or threatened breach by any other Party hereunder, including the right to enforce specifically the terms of this Agreement by obtaining injunctive relief in respect of any violation or non-performance hereof. 11.7 Governing Law This Agreement shall be interpreted in accordance with, and the rights of the Parties hereto shall be determined by the laws of the State of Florida. Each of the Parties agree to the personal jurisdiction and venue of any federal court for Collier County, Florida as may be necessary for any Party hereto to enforce any of its rights in this Agreement. 11.8 Custody of Company Corporate Records. Bowman shall not destroy any minute books, stock records and corporate seals of the Merged Company before the fourth (4th) anniversary of the Closing and only after giving of sixty (60) days prior notice to the Holding Company of its intention to do so; provided, however,that the Holding Company shall have access to such books and records, from time to time, as is reasonably necessary after Closing during regular business hours and upon reasonable notice. 11.9 Disputed Accounting Matters If the Holding Company and Bowman are unable to come to an agreement as to the determination of First Promissory Note adjustments under Section 2.5,the amount of Earn-Out Consideration, or the Closing Date Balance Sheet, in each case within the time period specified with respect thereto, either Bowman or the Holding Company may, by notice to the other party, designate such issue as a"Disputed Accounting Matter"to be resolved as provided herein. The resolution of a Disputed Accounting Matter shall be made by a nationally or regionally recognized accounting firm agreed to by the parties,provided such accounting firm has not provided accounting services to either party during the prior five (5)years (the "Independent Accountants"),who shall apply principles,policies and practices consistent with GAAP and this Agreement, or if the parties cannot agree upon by the parties,by BDO USA LLP. If a Disputed Accounting Matter is submitted to the Independent Accountants for resolution, (i)Holding Company and Bowman shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the - 46 - 16E3 Disputed Accounting Matter and to discuss the issue(s)with the Independent Accountants; (ii) the determination by the Independent Accountants, shall be set forth in a Notice to be delivered to both Holding Company and Bowman within thirty(30)Business Days of the submission of the Disputed Accounting Matter to the Independent Accountants, (iii) such determination by the Independent Accountants shall be final,binding and conclusive on the parties and shall be used in the calculation of any amounts due hereunder; and(iv)Holding Company and Bowman will each bear fifty percent(50%) of the fees and costs of the Independent Accountants for such determination 11.10 Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF,the parties have duly executed this Agreement and Plan of Merger under seal as of the date first above written. Bowman Consulting Group Ltd. 1 By: Title: Chie.() fgre-cr Bowman Gulf Coast LLC By.Title:GLvted ' )C..ccertIVe. Oqicer Hole Montes, Inc. By: Robert Mulhere,President Hole Montes Holding Company, Inc. By: Robert Mulhere,President -47 - DocuSign Envelope ID:899D20FF-D47F-4F6F-83B4-044774618D04 1 6 E 3 Disputed Accounting Matter and to discuss the issue(s)with the Independent Accountants; (ii) the determination by the Independent Accountants, shall be set forth in a Notice to be delivered to both Holding Company and Bowman within thirty(30) Business Days of the submission of the Disputed Accounting Matter to the Independent Accountants, (iii) such determination by the Independent Accountants shall be final, binding and conclusive on the parties and shall be used in the calculation of any amounts due hereunder; and (iv) Holding Company and Bowman will each bear fifty percent(50%) of the fees and costs of the Independent Accountants for such determination 11.10 Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF,the parties have duly executed this Agreement and Plan of Merger under seal as of the date first above written. Bowman Consulting Group Ltd. By: Title: Bowman Gulf Coast LLC By: Title: Hole Montes, Inc. --DocuSigned by: U By: ,( rakrt �, Attk ,YZ, {OCDDAD7C04F4F2... Robert Mulhere, President Hole Montes Holding Company,Inc. i—DocuSigned by:h,.''..'�, rokyt - • - C9C0DA07C641-412... Robert Mulhere, President - 47 - Uocuslgn Envelope IL):8991)201-F-U47F-4F6F-83B4-0447746181J04 16 E3 Shareholders C---DocuSigned by: k..—ecCFB7F0AB23430..- Thomas Murphy William Cole �le---DocuSigned by: OIot/C i. l�l,ul,t,v�, E9EBBA8?E04F4F2.:- --. _._- - -----..---- Robert Mulhere —DocuSigned by: r riGlc 15n1 A,S(ct 04CDn6oCrrc04'6... -- ---------- Richard B rvlanski r--DocuSlgned by: V"-ib. Sdatiiit "—9F392E 1EEODS4CF... -- David Schmitt LC --- DocuSigned by: hi evlcd>I.. ?ve,4 r6alit,544121,4 10... Charles Kreb r-LDocuSlgned by: Sapp fz700A3FDG7A43B... June T. Sapp - 48 - UocuSign Envelope ID:899U201-F-U4/F-4F6F-83134-U44//45113004 I 6 E 3 Shareholders Thomas Murphy 4/'VY(/./Pe?`6)-eg_ William Cole Robert Mulhere roocuS d ipn. by: GEC 44.i o4cmwcrFcau. Richard Brylanski David Schmitt Charles Kreb ooaospn.a by: [ 3WAASff re76BA9Ffl6tM90-- June T. Sapp -48 - 16 E3 List of Exhibits and Schedules Exhibit Description A Articles of Merger B Form of Lock-Up Agreement C Form of First Promissory Note D Form of Second Promissory Note E Form of Subordination Agreement F Form of Employment Letter—Shareholders G Form of Non-Competition and Non-Disclosure Agreements—Shareholders H Form of Employment Letter—Key Employees I Form of Non-Solicitation and Non-Disclosure Agreements—Key Employees J Form of Restricted Stock Award Agreement—Key Employees K Governing Documents of Bowman Gulf Coast Schedule Description 2.1.e Vehicles, Drones and Certain Field Equipment of Merged Company 2.2.b Personal Assets and vehicles of Shareholders 3.5 Shareholder Pro-Rata Share 4.3 Merged Company Litigation and Investigations 4.6.1.c Accrued Payroll and Accrued PTO 4.6.2 Merged Company Backlog 4.9 Merged Company Plans 4.12 Office Lease 4.13.1 Merged Company Agreements 4.14 Commercial Software 4.15 Insurance Contracts 4.16 Merged Company Banking Relationships 5.3 Bowman Litigation and Investigations 9.2.7 Key Employee Stock - 50 - 16 E341 Exhibit"C" FEDERAL CONTRACT PROVISIONS AND ASSURANCES TO FOLLOW THIS PAGE Page 13 of 13 CA4 Assumption Agreement 16 E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern.This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. Pursuant uniform requirements of federal awards (2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a Contract/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 all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. O 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 EXHIBIT I-1 16 E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Access to Records: The contractor agrees to provide the County, the Florida Department of Emergency Management, 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. (4)In compliance with section 1225 of the Disaster Recovery Act of 2018,the County and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. Affirmative Socioeconomic Steps: If subcontracts are to be let, the prime contractor is required to take all necessary steps identified in 2 C.F.R. §200.321(b)(1)-(5)to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Changes: To be allowable under a FEMA grant or cooperative agreement award, the cost of any contract change, modification, amendment, addendum, change order, or constructive change must be necessary, allowable, allocable, within the scope of the grant or cooperative agreement, reasonable for the scope of work, and otherwise allowable. 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. The contractor shall include this provision in any subcontracts. Domestic Preference for Procurements: As appropriate and to the extent consistent with law, the non- Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section: "Produced in the United States" means, for iron and steel products, that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States. "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete; glass, including optical fiber; and lumber. License and Delivery of Works Subject to Copyright and Data Rights: The Contractor grants to the County, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract,the Contractor will identify such data and grant to the County or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography,pictures or images,graphics,sculptures,videos,motion pictures or other audiovisual works, sound and/or video recordings,and architectural works. Upon or before the completion of this contract,the Contractor will deliver to the County data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the County. 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. EXHIBIT I-2 16 E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Prohibition on Covered Telecommunications Equipment or Services: (a) Definitions.As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy,#405-143-1 Prohibitions on Expending FEMA Award Funds forcovered Telecommunications Equipment or Services As used in this clause— (b) Prohibitions. (1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. (2) Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to: (i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (iii)Enter into,extend,or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or (iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c)Exceptions. (1)This clause does not prohibit contractors from providing—(i).A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii). Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) By necessary implication and regulation, the prohibitions also do not apply to: (i). Covered telecommunications equipment or services that: i.Are not used as a substantial or essential component of any system; and ii. Are not used as critical technology of any system. (ii). Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. (d)Reporting requirement. (1) In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause: (i) Within one business day from the date of such identification or notification:The contract number;the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer EXHIBIT I-3 16E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services,and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph(e), in all subcontracts and other contractual instruments. 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. Rights to Inventions Made Under a Contract or Agreement: Exempt from FEMA Public Assistance Funding 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. Procurement of Recovered Materials (§200.323) (Over$10,000): 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—Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or At a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines webpage: https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. Termination for Cause and Convenience(over$10,000): See Standard Purchase Order and/or Contract Terms and Conditions 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." EXHIBIT I-4 l6 E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Contractors must sign and submit a certification to the County with each bid or offer exceeding $100,000. See Certifications and Assurances and the end of this document. 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$27 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 County or FEMA 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. (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and 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." For contracts that are only subject to Contract Work Hours and Safety Standards Act and are not subject to the other statutes in 29 C.F.R. § 5.1 "Further Compliance with the Contract Work Hours and Safety Standards Act. (1) The contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made,and actual wages paid. (2)Records to be maintained under this provision shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Department of Homeland Security, the Federal Emergency Management Agency, and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. EXHIBIT I-5 1.. 6 E 3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Clean Air 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 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. 3. 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. 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 Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. 2. 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. 3. 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. Administrative, Contractual, or Legal Remedies (over $250,000): 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. CONSTRUCTION ACTIVITIES Equal Employment Opportunity Clause (§60-1A): 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: (1)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 setting forth the provisions of this nondiscrimination clause. (2) 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. (3)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. (4)The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor EXHIBIT I-6 1b E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES union or workers'representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)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. (6)The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7)In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part an the contractor may be declared ineligible for further Government contracts or federally assisted construction 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. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and 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 the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however,that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Davis Bacon Act: Exempt under FEMA Public Assistance Funding Copeland Anti-Kickback Act: Exempt under FEMA Public Assistance Funding EXHIBIT I-7 16 E3 4. EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Compliance with Federal Law, Regulations,And Executive Orders and Acknowledgement of Federal Funding Certification This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. If the Contractor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the County for review and approval. The Contractor 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 County and the Grantor Agency 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 County may document in the quarterly report the Contractor's progress in performing its work under this agreement. On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name Hole Montes. a Bowman company Date January 17, 2024 Authorized Signature . v --�._ EXHIBITI-8 16E3 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 Hole Montes, a Bowman company By: / 27/7' `-7 Signature Robert Mulhere, FAICP Name and Title 950 Encore Way Street Address Naples, FL 34110 City, State, Zip P98HKXYNA6M9 UEI Unique Entity Identifier(for SAM.gov verification) January 17, 2024 Date Sub-Recipient Name: Collier County Board of County Commissioners DEM Contract Number: TBD FEMA Project Number: TBD EXHIBIT I-9 16 E3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverir`able statuses will require the PR ME to either prciade a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FED NUMBER CONTRACT DOLLAR AMOUNT Hole Montes, a Bowman company 92-2421024 TBD IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED. VETERAN y N IS THE ACTIVITY OF THIS CONTRACT... MINORITY OR WOMEN BUSINESS ENTERPRISE% DBE? Y ra CONSTRUCTION? Y IDEE%t.1BE/y,BE)OR HAVE A SMALL DISADVANTAGED BUSINESS EA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y N CONSULTATION? O M ADMINISTRATION? A SERVICE DISABLED VETERAN? WEE? Y OTHER? YO N SOS EA? Y 0 IS TN S SUBM.ISS"ON A REVISION? Y tJ F YES,REVISION NUMBED. B. 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 DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS N/A N/A N/A N/A N/A N/A ___AL C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Robert Mulhere, FAICP 1/17/2024 Senior Vice President EMAIL ADDRESS OF PRIME(SUBMrTTER) TELEPHONE NUMBER FAX NUMBER RMulherecbowman.com 239.254.2000 239.254.2098 NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. ETHNICITY CODE Black American BA Hispanic American FA Native American NA Subcont.Asian American Asian-Pacific American APA Non-Minority Women N?.`w Other:not of any other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME CC LL:EF.CO'ITF.:.CT ni;FB;AFP or PO/RED; GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT I-10 16 E3 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.C. § 3801 et seq., apply to this certification and disclosure, if any. Hole Montes, a Bowman company Contractor(Firm Name) Signature of Contractor's Authorized Official Robert Mulhere, FAICP / Senior Vice President Name and Title of Contractor's Authorized Official January 17, 2024 Date EXHIBIT I-11