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#22-8015 (CSA Ocean Science Inc.)
PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) ■ CCNA NON-CCNA Contract# 22-8015 for "Professional Services for Nearshore Biological Monitoring If THIS AGREEMENT is made and entered into this 1st day of March , 2024 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 CSA Ocean Sciences Inc. authorized to do business in the State of Florida, whose business address is 8502 SW Kansas Avenue, Stuart, FL 34997 (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 10 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 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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. 4-4- ❑ (Multi Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall bc 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 firms in the Professional Services Library in thc order they arc 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 bc 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. c. 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 thc 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. be provided to the Procurement Division by the County's Contract Administrative 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 TII hn-bo bac awarded• ith the Firm having rocoiyod Oho lead amount of dollars being considered for the next work assignment. Page 2 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 1.4.1.1 Professional Services Library Direct Selection. For • 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 32 PSA Fixed Term Continuing Contract 2023 Ver.2 (:A 1.12. The CONSULTANT designates Meghan Gordan 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: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD 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: PublicRecordsRequest(c�colliercountvfl.gov Page 4 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 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. 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 Page 5 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAp 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. 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 Page 6 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 ..a`1 y 0 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. 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 Page 7 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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. 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: Page 8 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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. (II 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 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. Page 9 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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. 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. Page 10 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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. 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 Page 11 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 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 VVork 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 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 Page 12 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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 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 Page 13 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 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. IN CCNA Protects: 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, 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. Page 14 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 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: Capital Project Planning, Impact Fees & Program Management Division Director: Beth Johnseen Address: 2685 South Horseshoe Drive, Suite 103 Naples, FL 34104 Administrative Agent/PM: Andy Miller, Manager-Coastal Zone Management Telephone: (239) 252-2922 E-Mail(s): Andrew.Miller@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: Page 15 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 i'a Company Name: CSA Ocean Sciences Inc. Address: 8502 SW Kansas Avenue Stuart, FL 34997 Authorized Agent: Frederick B. Ayer, II, Executive Vice President Attention Name & Title: Telephone: (772)219-3000 E-Mail(s): Contracts@conself.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. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Page 16 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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 # 22-8015 , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. n Grant Funded Protects: 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, 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: Page 17 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 C AO "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 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 18 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 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: .:,-, At" ` ` . - By: (1,3"1/14 Date: ' .� I` . Chris Hall, Chairman Attest - to + airmaras signaturie"oriy'" 4. . A prov d s t For d egality: County Attorney S4f Q - L L Name Consultant: Consultant's Witnesses: CSA Ocean Sciences Inc. 444_ ,olefr..- itnes B KT/cm-Pei', .tre F)&eter 0 P. Name and Title ,s Name and Title J i Witness `l Name and Title Page 19 of 32 PSA Fixed Teim Continuing Contract 2023 Vec2 Lb 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 $ 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 20 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties 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 21 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CA° 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. ❑■ 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 22 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAC) 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 23 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO 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 24 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Senior Scientist 2 $239.84 Senior Scientist 1 $198.27 Project Scientist 3 $159.90 Project Scientist 2 $121.52 Project Scientist 1 $108.73 GIS Manager $159.90 GIS Developer $140.71 GIS Analyst $105.53 GIS Technician $92.74 Project Manager 2 $201.47 Project Manager 1 $140.71 Assistant Project Manager $89.55 Operations Manager $220.66 Operations Supervisor 2 $179.08 Operations Supervisor 1 $147.10 Technician 3 _ $118.32 Technician 2 $102.34 Technician 1 $73.54 Technical Editor 2 $127.92 Technical Editor 1 $99.14 Document Processor $86.35 Clerical $63.96 SEE ATTACHED EQUIPMENT RATE SCHEDULE 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 25 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CSA OCEAN SCIENCES INC. FIELD EQUIPMENT RATE SCHEDULE FOR COLLIER COUNTY Effective 1 March 2024 through 28 February 2027 GENERAL DESCRIPTION EXTENDED DESCRIPTION PRICE 1-NAV&COMM Survey Software Hypack Max,Hypack Lite 110 Multibeam Survey Software Hypack Hysweep 140 Computer Desktop or Laptop CPU 70 Network Storage Device-QNAP QNAP TES 110 GPS WAAS Garmin 76,76CSX 15 GPS GNSS-high accuracy-handheld Trimble GeoXH 90 GPS DGPS-dual-antenna system Trimble SPS-461 90 GPS GNSS-GLONASS&Heading System Trimble SP5855&SPS555H 225 GPS RTK-Sub cm accuracy Trimble R8 RTK 600 GLONASS Navigation System Applanix RTK POS MV Surfmaster SFF IP68 500 Diver Survey&Sonar System Shark Marine Navigator D11 850 USBL-System w/beacons LinkQuest TrackLink 1500 330 USBL-High Accuaracy GyroUSBL©System w/beacons Sonardyne Ranger 2 2,200 Telemetry Survey System Maxon 450MHz 30 HPR Motion Sensor SMC IMU-108 70 Satellite Phone-Hand Held Iridium w/o usage Iridium 9505 A 50 Satellite Phone/Internet FleetBroadband w/o usage Thrane&Thrane Sailor 150 200 2-REMOTE SENSING Hydrophone Cetacean CR-1,C54 20 Sound Source Ocean Sonics icTalk 100 Digital Hydrophone Ocean Sonics icListen 200 Acoustic Recorder Loggerhead DSG 110 Acoustic Recorder&Signal Analyzer Develogic Sono.Vault,Sono.Vault HF 210 Pressure Sensor Array PCB Pressure Sensors W138A01 w/line conditioners 400 Acoustic Modeling Software Navcon dBSea 143 Scientific Echosounder-200kHz Simrad EK60 w/deck unit-200 kHz 550 Scientific Echosounder-38kHz Simrad EK60 w/deck unit-38 kHz 750 Scientific Echosounder-18kHz Simrad EK60 w/deck unit-18 kHz 1,050 Echoview Software Myriax LiveView 200 Single-Beam Echosounder-200 kHz Ohmex Sonarmite BT 100 Single-Beam Echosounder-12/24/200 kHz Teledyne Odom CV300 Single Beam 300 Digital Side Scan Sonar L-3 Communications Klein 3900 400 Digital Side Scan Sonar L-3 Communications Klein 3000 500 Digital Side Scan Sonar&Sub-Bottom L-3 Communications Klein 3000/3310 750 Marine Magnometer Geometrics Marine Magnometer G-822 180 Sub-Bottom System Edgetech S8216 495 Multi-Beam Scanning Sonar Kongsberg Mesotech M3 500 SonarWiz Processing System SonarWiz 6 150 ASV(Autonomous Surface Vessel)Utility Class Searobotics USV-2600 1,500 ASV(Autonomous Surface Vessel)Surveyor Class Searobotics M 1.8 1,500 3-REMOTE IMAGING MiniROV SeaBotix LBV300-5 w/156m tether 950 Inspection Class ROV Saab Seaeye Falcon ROV w/440m tether 1,500 Towed SD Video System(30m) Aluminum sled w/video,still,LED lights&lasers,5HP winch,cable 400 Towed SD Video System(300m) Aluminum sled w/video,still,P&T,LED lights&lasers,20HP winch, 1,850 cable Towed SD Video System(3,000m/6,000m) DTS 6000V/Nexus MK E 2,000 SD Subsea Video Camera DSP&L MSC 2000,Insite Pacific Aurora,Insite Pacific Nova 70 HD Subsea Video Camera Insite Pacific MiniZeus 300 Digital Still Camera System Imenco SDS 1210 350 Seabed Camera System(6,000m) OSIL SeaCam,W&A SOLO II ARC 100 Photogrammetric Processing Software Agisoft Metashape Professional 200 Video Data Management System VisualSoft VisualArchive 150 Digital Video Recorder-SD VisualSoft VisualDVR Dual 200 Digital Video Recorder-HD VisualSoft VisuaIDVR-HD 300 Video&Metadata Encoder VITEC MGW Premium Encoder HD 415 1-2(3/28/23) 1 of 4 CAO CSA OCEAN SCIENCES INC. FIELD EQUIPMENT RATE SCHEDULE FOR COLLIER COUNTY Effective 1 March 2024 through 28 February 2027 GENERAL DESCRIPTION EXTENDED DESCRIPTION PRICE 4-IMAGING/DIVER IMAGING Diver GoPro Camera System GoPro Hero w/LCD display,2x SOLA 2000 lights 35 Diver HD Video Camera System Canon XA-10,Sony HDR-HC7,Sony HDR-HC9 95 Diver Digital Still Camera System Canon G11,Canon G12,Sony A5000 55 5-WQ&PHYS O&MOORINGS CTD-Optical Teledyne RDI Citadel-NV 75 CTD-Real Time only Sea-Bird Electronics SBE-49 FastCAT 100 CTD-Deep water w/internal data logger Sea-Bird Electronics SBE-19PIus V2 w/pump 175 Real Time CTD Kit(PDIM w/deck unit) Sea-Bird Electronics SBE-33 80 CTD Auto Fire Module Sea-Bird Electronics AFM 40 Altimeter(6,000m) Teledyne Benthos PSA-916 20 DO Sensor Sea-Bird Electronics SBE-43 50 pH Sensor(1200m) Sea-Bird Electronics SBE-18 10 pH/ORP Sensor(Redox) Sea-Bird Electronics SBE-27 35 Turbidity Sensor Campbell Scientific OBS-3+ 15 PAR Sensor Biospherical Instruments QSP2300 25 PAR Logger w/GPS Li-Cor LI-1500G/LI-192SA 30 Fluorometer WetLabs CDOM-FLCDRTD,WetLabs ECO-CDOM CD2000 60 Chlorophyll&Turbidity Sensor WetLabs ECO-FLNTURTD,WetLabs ECO-FLRTD 60 pH Sensor(6,000m) AMT UT-pH-EM 40 pH/ORP Sensor(Redox)(6,000m) AMT UT-RE-EM 60 Temperature&Depth Sensor Seabird Electronics SBE-39 25 Digital Pressure Sensor Seabird Electronics SBE-50 25 Depth Logger RBR Solo3 D 30 CTD-Shallow water w/internal data logger YSI 650MDS(pH/DO/Turbidity),Hanna Instrument H19829 125 Hanna Instruments Multiparameter Probe(pH/ORP/EC/DO) Hanna Instruments H19829(pH/ORP/EC/DO)10m 200 Turbidity Logger Campbell Scientific OBS-3a 25 Lab Turbiditimeter Hach 2100P 20 Lab Spectrophotometer Hach DR2800 30 Lab Culture Incubator Hach 153-2 80 Sound Velocity Profiler AML Base X2,SV-&P-Xchange 45 ADCP-1 MHz Nortek AquaDopp 120 ADCP-600kHz or 1200 kHz Teledyne RDI WHMVM 600,WHM 1200 150 Rowe SeaWatch 600kHz ADCP-400kHz Nortek AWAC 400kHz 230 ADCP-300 kHz Teledyne RDI WHS 300-I-UG48 250 Rowe SeaWatch 300kHz ADCP-300 kHz(6,000m) Teledyne RDI WHS 300-I-UG50 260 ADCP-75kHz w/subsea mooring Teledyne RDI WHLS 75-1-2 350 ADCP-55kHz w/subsea mooring Nortek Signature55 55kHz w/elliptical buoy 820 ADCP Bottom Mount Apple Machine&Supply Bottom Mount 25 ADCP Trawl Mount Mooring Systems MTRBM 60 Mooring Systems In-Line Mount, ADCP Mooring Mount-Shallow water Mooring Systems WH Buoy Mounts, 40 Mooring Systems EB-F-33/FB-33-AWAC ADCP Mooring Mount 1,500m Mooring Systems SB-35/FB-35-WH-1,500m 60 Syntactic Float Mooring Systems SF-30-1,000m 50 Modular Floatation-Medium Trelleborg Micro Modular Buoy(2071bs/233Ibs buoyancy) 120 Modular Floatation-Small Trelleborg Nano Modular Buoy(731bs/761bs buoyancy) 40 Trawl Float Mooring Systems 14"Triple Trawl Float 10 w/strength member-800m Glass Flotation Sphere Teledyne Benthos 17"HR Glass Float-6,000m 10 Subsurface Locator Beacon Xeos Iridium 9603-D-I,XEOS XMi-11K 40 Tide Gauge Valeport miniTide 50 Wave Gauge RBR RBRvirtuoso D 25 Acoustic Release Teledyne R12K 150 Acoustic Release Teledyne Benthos 866-A 100 Acoustic Release Deck Unit Teledyne Benthos UDB900M,UDB9400 125 Acoustic Modem LinkQuest UVM 2000 100 1-2(3/28/23) 2 of 4 CSA OCEAN SCIENCES INC. FIELD EQUIPMENT RATE SCHEDULE FOR COLLIER COUNTY Effective 1 March 2024 through 28 February 2027 GENERAL DESCRIPTION EXTENDED DESCRIPTION PRICE 6-SAMPLING Rosette-6 Position(600m) Sea-Bird Electronics SBE-55 200 Rosette-12 Position(6,000m) Sea-Bird Electronics SBE-32 400 Rosette-24 Position(6,000m) Sea-Bird Electronics SBE-32 600 Niskin Water Sampler 1.2L/2.5L/4.OL General Oceanics Niskin 1.2L/2.5L/4.OL 10 Go-Flo Water Sampler-5L General Oceanics GoFlo 5L Teflon coated 30 Go-Flo Water Sampler-10L General Oceanics GoFlo 1OLTeflon coated 40 Niskin Water Sampler-30L General Oceanics Niskin 30L 50 Peristaltic Water Pump Geotech Environmental 900-1280 15 ROV Push Corer ROV Product Services 3"and 4" 10 ROV Box Corer Searobotics 0.25m x 0.25m 75 ROV Suction Sampler Searobotics SLRP-3 650 Mega-Corer Ocean Scientific Intl Mega-Corer 12-Core 2,500 Box Corer-Small Gray O'Hara design 0.25m x 0.25m 50 Box Corer-Medium Gray O'Hara design 0.35m x 0.35m 75 Box Corer-Large Gray O'Hara design 0.48m x 0.48m 200 Smith Mac Sediment sampler 0.30m x 0.30m 100 Van Veen Sediment Sampler-Small-Young modified 0.20m x 0.20m 25 Van Veen Sediment Sampler-Medium-Young modified 0.30m x 0.30m 35 Van Veen Sediment Sampler-Large 0.51m x 0.42m 65 Ponar Petite 0.152m x 0.152m/2.4L, Ponar/Eckman Sediment Sampler Ponar Standard 0.229 x 0.229m/8.2L 10 Eckman Sediment Sieve Station CSA OS SWS-002 100 MOCNESS 1m Biological Environmental Sampling System MOC-1 1,500 (w/frame,sensors,controls&nets) MOCNESS 10m Biological Environmental Sampling System MOC-10 2,000 (w/frame,sensors,controls&nets) Midwater Trawl System Superior Trawl 1.02 x 3.20m 650 Bongo 0.65m Bongo/Neuston/Manta Net System Neuston 1x2m, 250 Manta Ballloon Trawl Unit Terrebonne Otter Trawl 15 Kahlsico Triangular Dredge 0.60m Triangle/Rock/Oyster Dredge Benthos Rock Dredge 0.41m x 0.99m 15 Oyster OST Rock Dredge System OST 506-100-001B(2m x 0.8m) 225 Electro Fish Shocker Smith-Root 5kW pulsed DC 60 7-DIVING Scuba Equipment Set 72.50 Scuba Tank 80 cubic ft 8 Acoustic Diver Recall System 20 Diver Comm.System (deck unit,masks) 200 Brownies Hooka Compressor Set 80 Dive Tank Compressor 50 8-DECK GEAR 125 HP Slip Ring Winch w/6,000m coax DT Marine 3125EHLWR 2,500 75 HP Slip Ring Winch w/o cable 72480 ROV/ROTV 800 60 HP Slip Ring Winch w/synthetic line DT Marine 3060EHLW w/6,000m of Unitrex HDWE 5/8" 1,500 50 HP Slip Ring Winch w/synthetic line DT Marine 3050EHLWR w/3,300m or 5,000m of??7???777???? 1,300 40 HP Slip Ring Winch w/o cable DT Marine 3040EHLWR 700 25 HP Slip Ring Winch w/synthetic line or coax DT Marine 3025EHLWR w/??7???7 800 20 HP Slip Ring Winch w/towed video cable DT Marine 1020EHLWR w/1,200m of Falmat FM121108-1BF 100 5 HP Slip Ring Winch w/o cable DT Marine 305EHA 120 Pneumatic Tugger Winch w/cable F&M Mafco HUL40 4,0001bs 85 Hydraulic or Electric Tugger Winch Ramsey HD-P 8000,Smittybilt X20 12K Gen2 25 1,500-3,000m Conductor Cable Tyco Electronics Single Conductor A310255,Coax A302799, 200 A301241,7-Conductor 7H472K,7H42RZ 20 HP Gas Hydraulic Power Unit Stanley 100 1-2(3/28/23) 3 of 4 CSA OCEAN SCIENCES INC. FIELD EQUIPMENT RATE SCHEDULE FOR COLLIER COUNTY Effective 1 March 2024 through 28 February 2027 GENERAL DESCRIPTION EXTENDED DESCRIPTION PRICE 8-DECK GEAR(continued) 10T Articulating A-Frame w/100HP HPU New Industries 19'x15'w/DT Marine 100HP HPU 1,700 10T Articulating A-Frame w/50HP HPU New Industries 19'x15' w/DT Marine 50HP HPU 1,000 5T Articulating A-Frame w/15HP or 30 HP HPU New Industries 17'x8'w/DT Marine 15HP or 30HP HPU 800 Vortex Side Pole w/saddle FWC 30',19' 200 Tow Block Campbell Specialty 36"McKissick 16" 25 Digital Cable Counter&Block Remontec DTD 20B,Measurement Technology LCI-90i 70 Dredge Pump AMT 2" 25 Honda Generator-2kW,5kW EU2000i,EB5000X 50 Generator-13kW(Diesel) Voltmaster 13000 110 Light Tower w/generator Terex AL4000 100 Gas/Electric Air Compressor 90 PSI 30 Mobile Deck Storage Container(8'x20') 8'x20' 25 Mobile Work Van(8'x20') 8'x20' 250 9-BOATS&TRUCKS 49 ft R/V Dolphin Marine Science/Geophysical Survey Vessel 4,500 27ft Catamaran w/trailer Trailered Marine Science/Geophysical Survey Vessel 2,400 28 ft Mako Boat w/trailer Mako 650 25 ft Parker Boat w/trailer Parker 550 25 ft Pontoon Boat w/trailer Tri-Pontoon 200 Truck Ford F250,F350,GMC Yukon,GMC Suburban 150 Longterm rates available Notes:The rates listed above apply when CSA is responsible for loss and repairs.Rate schedules are subject to revision on each 1 January.This Schedule may be updated as needed throughout the year to include the addition of new equipment.Any changes to existing prices will occur only during a 1 January revision.Prices are firm only when signed by an authorized company representative or when taken form current Rate Schedules. CORPORATE HEADQUARTERS 8502 SW Kansas Ave Stuart,FL 34997 USA +1 772 219 3000 csa@conshelf.com csaocean.com U.S.REGIONAL OFFICES FLORIDA,LOUISIANA,TEXAS,CALIFORNIA INTERNATIONAL LOCATIONS TRINIDAD,QATAR,BRAZIL,CYPRUS,SINGAPORE,AUSTRALIA 1-2(3/28/23) 4 of 4 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 26 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? IiI 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? • Yes I No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? I■I Yes 7 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 27 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? n Yes No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? Yes ■ No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? Yes IUI No Business Auto Liability: Coverage shall have minimum limits of $ 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? I I Yes • No Page 28 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? n Yes II•I No Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ■ Yes n No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event 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 29 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 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 30 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 C this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CSA Ocean Sciences 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 for Nearshore Biological Monitoring fl project is accurate, complete and current as of the time of contracting. BY: 44114"t'- 1-- bel /1 TITLE: gxtetAtimoy, v r� 1los tE DATE: bee, 12a�� Page 31 of 32 PSA Fixed Term Continuing Contract 2023 Vet.2 %.) SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) ❑■ following this page (page/s 1-1 through 1-13 ❑ this schedule is not applicable Page 32 of 32 PSA Fixed Term Continuing Contract 2023 Ver.2 CAO DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 CAO DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 200.322 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 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 (§60-1.4): 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: (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 DocuSign Envelope ID:9B5A484C-48DD-4AF0-A4D9-01915EC6316E 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 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES STATE OF FLORIDA PROVISIONS DEPARTMENT OF ENVIRONMENTAL PROTECTION BEACH MANAGEMENT FUNDING ASSITANCE PROGRAM Applicable Laws-The County and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements. The County shall include this provision in all contracts issued. Data Collection: The Project shall be conducted in accordance with the terms and conditions set forth under this Agreement, all applicable Department permits and the eligible Project task items established below. All data collection and processing, and the resulting product deliverables, shall comply with the standards and technical specifications contained in the Departments Monitoring Standards for Beach Erosion Control Projects (2014)and all associated state and federal permits, unless otherwise specified in the approved scope of work for an eligible Project item. The monitoring standards may be found at: Prc[ect N o i oringjflond In order to comply with Florida Auditor General report 2014-064 regarding conflicts of interest and to be consistent with Section 2.87.057(17)(a)(I), F.S., all monitoring data and statistical analysis must be provided directly and concurrently from the monitoring contractor to the Florida Department of Environmental Protection/County/permittee/engineering consultant. The County's engineering consultant must provide an adequate mitigation plan, consistent with Section 287.057(17)(a)(I), F.S., including a description of organizational, physical, and electronic barriers to be used by the County's engineering consultant, that addresses conflicts of interest when contracting multi-disciplinary firms for Project engineering and post-construction environmental monitoring services, or when the Project engineering consultant firm subcontracts for post-construction environmental monitoring. Environmental monitoring includes hardbottom, seagrass, and mangrove resources. Equal Employment Opportunity: No person on the ground of race, creed, color, religion, national origin, age, gender, or disability, shall be excluded from participation in; be denied the proceeds or benefits of, otherwise subjected to discrimination. 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. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Local Preference: Pursuant to Section 255.0991, F.S. local vendor preference is not applicable Physical Access and Inspection: Grantor personnel shall be given access to and may observe and inspect work being performed under this Agreement, with reasonable notice and during normal business hours, including by any of the following methods: i. The County shall provide access to any location or facility on which County is performing work,or storing or staging equipment, materials or documents. ii. The County shall permit inspection of any facility, equipment, practices, or operations required in performance of any work pursuant to this Agreement;and, iii. The County shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Agreement. Record Retention: A. 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 EXHIBIT I-8 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES made and shall allow the County, the State, or its authorized representatives access to such records for audit purposes upon request. Statutory Notices Relating to Unauthorized Employment: The County shall consider the employment by any Contractor of unauthorized aliens a violation of Section 274A(e)of the Immigration and Nationality Act. If the Contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Agreement Statutory Notices Relating to Subcontracts: Pursuant to Sections 287.133 and 287.134, F.S., the following restrictions apply to persons placed on the convicted vendor list or the discriminatory vendor list: i. Public Entity Crime. 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 Grantee,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 Section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list 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. iii. Notification. The Grantee shall notify Department if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list or the discriminatory vendor list during the life of the Agreement. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and posts the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity, at (850)487-0915. EXHIBIT I-9 CAO DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 CSA OCEAN SCIENCES INC. Date 22 SEPTEMBER 2022 ', Authorized Signature FREDERICK B. AYER, II EXHIBIT I-10 CAO DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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 CSA OCEAN SCIENCES INC. , r e :-/://)/ By: Signature FREDERICK B. AYER, II, EXECUTIVE VICE PRESIDENT Name and Title 8502 SW KANSAS AVENUE Street Address STUART, FLORIDA 34997 City, State, Zip 024803350 DUNS Number 22 SEPTEMBER 2022 Date Sub-Recipient Name: Collier County Board of County Commissioners DEM Contract Number: TBD FEMA Project Number: TBD EXHIBIT I-11 DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verifed, Um:el-Kat:4e statuses wril requ re the PR ME to either proivde a reviSed statement or provide source documentation that validates a status. k PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FE-D NUMBER CONTRACT DOLLAR AMOUNT CSA OCEAN SCIENCES INC. 65-0878498 To be Provided at the Bid Stage rS THE PRi ME A FLORd)A-CERTIFIED MAD'.ANTAGED. VETERAN N 5 THE ACTIVITY OF THIS CONTRACT._ MINORMt OR WOMEN BUD NESS ENTERRR-SE' DBE.?-1' CONSTRUCTION? N ...DBESMBE.,,,,,VBEI OR HAVE A SMALL DISADVANTAGED ELI9NESS CERTIFiCATION FROM THE St IALL BUSINESS min? " CON SULTAT ON? ADMINiSTRATION7 A SE RViCE DISABLED VETERAN, WEE? Y N OTHER N SDE SA7 N TFC5 5LBMIS.5 ON A REVISION? N F NES,REV SION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPUER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE P//WEE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY iSee Below) DOLLAR AMOUNT DOLLARS TO-A.11;. C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER FREDERICK B. AYER, II 26 SEPTEMBER 2022 EXECUTIVE VICE PRESIDENT EMAIL ADDRESS Of PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER CONTRACTS@CONSHELF.COM 772-219-3000 772-219-3010 NOTE This information is used totraci,,and report anUcipated DBE or MEE parlicipation in Federally-Funded contracts, The anticipated DEE or MBE amount is vo'i Linter?and..it not become part of the contractual terms. This form must be submitted at time of response to a solicitation land when av'arderl a County contract,the prime will be asked to update the information for the grant compliance' es. Enimat*; robe Black American BA Hispanic American HA Native American. NA Suhcont As-an me car SAA Asian-Pacific AmeNcan APA Non-Minoriti'Women NMW Other:not of any other groop listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT C FE RFP or POIRE 0 GRANT PR OGRAMICONTRACT ACCEPTED BY: DATE EXHIBIT I-12 CO DocuSign Envelope ID:9B5A484C-48DD-4AFO-A4D9-01915EC6316E 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. Contractor(Firm Name) DocuSigned by: 11'(4 ,vitk. 1� aytx I( 55370,705215458... uthorized Official Name and Title of Contractor's Authorized Official Date WOULD BE PROVIDED AT THE BID STAGE EXHIBIT I-13