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Backup Documents 03/12/2024 Item #16E4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP RECEIVED TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO MAR 7 2 2024 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County`ittorn.lanagement Office no later than Monday preceding the Board meeting. rsk **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete 1th �^ 4 the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney 0 r Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 5I121 2. County Attorney's Office County Attorney Office / ) 4. BCC Office Board of County Commissioners a #15/73k/7e 4. Minutes and Records Clerk of Court's Office MF 5. Procurement Services Procurement Services l jj T PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above may need to contact staff for additional or missing information. Name of Primary Staff Vanessa Diaz/Procurement Contact Information 239-252-8947 Contact/Department Agenda Date Item was March 12,2024 Agenda Item Number 16.E.4. Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A Assumption Stantec Consulting number if document is Agreement to Services Inc. to be recorded 22-7973 Stantec Consulting Services Inc. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be VD signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-throughs and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the VD document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney's Office at the time the item is input into SIRE. Some documents are time-sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on March 12,2024 and all changes made N/A is not during the meeting have been incorporated in the attached document. The County 5/11'�� an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the *0/7 an option for Chairman's signature. this line. l 6E4 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this ( 2. of March , 2024 by and between Stantec Consulting Services Inc. ("Stantec") and Collier County, a political subdivision of the State of Florida ("County"), (collectively the "Parties"). WHEREAS, on October 25, 2022 (Agenda Item No. 16.A.1), the County awarded Agreement No. 22-7973, "Independent Design Peer Review Services for Transportation Engineering Projects," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A" ("Agreement"); and WHEREAS, on December 30, 2022, Cardno, a Delaware corporation, was converted to Cardno Consulting, LLC ("CCLLC"), a Delaware limited liability company. WHEREAS, on March 1, 2023, Cardno filed an application for withdrawal to transact business in Florida, and on March 1, 2023 filed an application under CCLLC for authorization to transact business in Florida under the same FEI/EIN Number; and WHEREAS, on January 1, 2023, CCLLC and Stantec entered into an Asset Purchase Agreement (the "Purchase Agreement") whereby Stantec acquired CCLLC's right, title and interest in and to the purchased assets as set forth in that Purchase Agreement, attached hereto as Exhibit"B;" and WHEREAS, Stantec, hereby represents to Collier County that by virtue of the Purchase Agreement it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize Stantec's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement,and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged by the Parties, it is agreed as follows: 1. Stantec accepts and assumes all rights, duties, benefits, and obligations of Cardno under the Agreement, including all existing and future obligations to perform under the Agreements. 2. The Parties hereby reaffirm and ratify each of the terms and conditions in the Agreement. 3. Stantec will promptly deliver to County evidence of insurance consistent with the requirement of the Agreement. 4. Stantec will promptly notify the County of any changes required to Key Personnel or Qualified License Professional identified in the Agreement. Page 1 of 5 Assumption of Agreement No. 18-7432-AR, "Professional Services Library Architectural Study,Planning and Design Category," 8,0 � E4 5. Further supplements to, or modifications of, the Agreement shall be approved in writing by both Parties. 6. Notices required under the Agreement to be sent to Stantec shall be directed to: Stantec Consulting Services Inc. 4400 140th Ave N, Suite 160 Clearwater FL 33762 Attention: Doug Stoker, Senior Principal Phone: 727-431-1550 Email: douglas.stoker�stantec.com 7. The County hereby consents to Stantec's assumption of the Agreement in order to continue the services provided under Agreement. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Stantec as it would have Cardno for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: Crystal K. Kinzel, Clerk& Comptroller BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: of 0� /1 Vj(alik haicr�`ans , Deputy Clerk Chris H , Chairman Attest gnatUCe on1Y Approved as to Form and Legality: Scott R. Teach Deputy County Attorney Page 2 of 5 ilea/ Assumption of Agreement No. 18-7432-AR, "Professional Services Library Architectural Study,Planning and Design Category," 1 6E4 Company's Witnesses: Stantec Consulting Services Inc. First Witness By• 'gnat CQr L-i e oduw z 1,A, is SI Zee ems;oi' �i�i"n e;p ( T Type/print witness name T T Typ�/print name and title T econd Witness Jest-Ls H as-Jo T Type/print witness name T Page 3 of 5 Assumption of Agreement No. 18-7432-AR, "Professional Services Library Architectural Study,Planning and Design Category," 1 6 E 4 Exhibit"A" Agreement No. 22-7973 "Independent Design Peer Review and Services for Transportation Engineering Projects" TO FOLLOW THIS PAGE Page 4 of 5 Assumption of Agreement No. 18-7432-AR, coA "Professional Services Library Architectural Study,Planning and Design Category," 1 6E4 PROFESSIONAL SERVICES AGREEMENT Contract# 22-7973 for " Independent Design Peer Review and Services for Transportation Engineering Projects THIS AGREEMENT is made and entered into this Z1714day of Oc1-ob t'/' , 20 22 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and a d Cardno, Inc. o do business in the State of Florida, whose business address is 8310 South Valley Hwy, Suite 300, Englewood, CO 80112 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Independent Design Peer Review and Services for Transportation Engineering Projects (hereinafter referred to as the "Project"), said services in accordance with the provisions of Section 287.055, Florida Statutes being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. Page 1 of 30 PSA_CCNA Single Project Agreement I2022_ver.1] 0 16E 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. 1.5. CONSULTANT designates Jason Yam, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(acolliercountvfl.gov The Contractor must specifically comply with the Florida Public Records Law to: Page 2 o130 PSA_CCNA Single Project Agreement[2022_ver.1] 16E4 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT'S performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT'S non-performance whether or not the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. Page 3 of 30 PSA_CCNA Single Project Agreement[2022_ver 1] CAP 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1.1 Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.1.2 Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.1.3 Providing renderings or models for the COUNTY's use. Page 4 of 30 PSA CCNA Single Project Agreement[2022_ver.1] 1 6E4 2.1.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.1.5 Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.1.6 Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.1.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.1.8 Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.1.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY 's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; Pane 5 of 30 PSA_CCNA Single Project Agreement 12022_ver.I 1 6E4 d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. Page 6 of 30 PSA_CCNA Single Project Agreement 12022_ver.1] C 1 6E4 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. I I Grant-Funded: The-hcwly rates-as set faith-and-identified-in Sehedulc B, wT h-is-attac-hed hereto, are for purposes of providing estimatc(s), as required by the grantor agency. ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. Page 7 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] CAv 16E4 ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. 8.2. To the extent that the Agreement that the work pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. Paze 8 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] CAv, 1 .6 E 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of"Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the Page 9 of 30 PSA_CCNA Single Project Agreement 12022_ver.I] 1 6E4 CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or(b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of Page 1(1 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] `fit 1 6E4 the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the Agreement and recover from the COUNTY payment for Services performed through the termination date, but in no event, shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Page 11 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] Y 6E4 Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Transportation Engineering Division Division Director: Jay Ahmad Address: 2885 South Horseshoe Drive Naples, Florida 34104 Administrative Agent/PM: Dennis McCoy, Senior Project Manager Telephone: (239) 252-5726 E-Mail(s): Dennis.McCoy(a�colliercountyfl.gov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Cardno, Inc. Address: 380 Park Place Blvd., Suite 300 Clearwater, FL 33759 Pale 12 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 16E4 Attention Name & Title: Douglas Stoker, VP Telephone: (727) 531-3505 E-Mail(s): Douglas.stoker(a,,cardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 22-7973 , including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal Paec 13 of 30 PSA CCNA Single Project Agreement 12022_ver.li G�` I OE 17.10. Grant Funded Projects (only applicable to Grant funded projects): In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." Page 14 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 1 6E4 ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the Florida state law requirements set forth in Florida Statute, §448.095, as may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. [Signature page to follow this page] ******Remainder of page intentionally left blank****** Page 15 of 30 PSA_CCNA Single Project Agreement[2022_ver.1] 6E4 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller Ce) By: By: Date: " tea-04a Willi L. McDaniel Jr. , Chairman St attire A o ed to or nd Leg lity: Gt GAQt, County Attorney Name Consultant: Cardno, Inc. Consultant's Witnesses: a9-0,ave By: /i•Zr.,,..vr:& Witness � , ortk L.b� , �o%� vice f1`esio�/ q v J '/ f Name,a d Title C Named Title Vt(Hess / n 1 yor L. 2ar ten), -Sr Y�,nc'Pa U Name and Title Page 16 of 30 PSA_CCNA Single Project Agreement[2022_ver.l 1 4 SCHEDULE A 1 6 4 SCOPE OF SERVICES following this page (pages 1 through 5 ) Page 17 of 30 PSACCNA Single Project Agreement[2022_ver.11 c'\ CA 1 6E4 SCOPE OF SERVICES INDEPENDENT DESIGN PEER REVIEW SERVICES FOR TRANSPORTATION ENGINEERING PROJECTS RPS NO.: 22-7973 Prepared for: Collier County Transportation Engineering Division 2885 South Horseshoe Drive Naples, Florida 34104 Prepared by: (J ) Cardno Cardno, Inc. 380 Park Place Boulevard Suite 300 Clearwater, Florida 34677 August 17, 2022 G:\1 ALL SOLICITATIONS&TEMPLATES\1 FY 2022\22-7973 Independent Design Peer Review Services for Transportation Engineering CAC)' Projects\3.Post•Award\History\Ind Peer Rvw Scope 081722.docx 16E4 (content I. PROJECT TITLE 3 II. OBJECTIVE 3 III. PROJECT DESCRIPTION 3 IV. SCOPE OF WORK 3 VI. SCHEDULE 5 VII. INVOICES& PROGRESS REPORTS 5 2 G:\1 ALL SOLICITATIONS&TEMPLATES\1 FY 2022\22-7973 Independent Design Peer Review Services for Transportation Engineering CAO' Projects\3.Post-Award\History\Ind Peer Rvw Scope 081722.docx 1 6E4 SCOPE OF SERVICES This Exhibit forms an integral part of the agreement between Collier County(hereinafter referred to as the COUNTY)and Cardno, Inc.(hereinafter referred to as the CONSULTANT)relative to the engineering services described as follows: I. PROJECT TITLE Independent Design Peer Review Services for Transportation Engineering Projects. II. OBJECTIVE The overall objective of this document is to describe the scope of work and responsibilities of the CONSULTANT and the COUNTY for providing independent design peer review for Transportation Engineering projects identified in the solicitation 22-7973. III. PROJECT DESCRIPTION The COUNTY has requested services for independent peer review for the analysis of the interim design plans for conformity to design standards and criteria. This review will be conducted at the 30% Plans and Bridge Studies, 60%and 90%phases. IV. SCOPE OF WORK RESPONSIBILITY OF THE CONSULTANT The CONSULTANT shall review the plans and documentation as provided by the COUNTY. The independent peer review will be based on the design criteria for each project,supplemented by standards promulgated in the latest editions of minimum requirements as noted by the following manuals and guidelines: • FDOT Design Manual (FDM) • Manual of Uniform Minimum Standards for Design,Construction and Maintenance (Florida Greenbook) • Florida Department of Transportation Standard Plans for Road Construction • Florida Department of Transportation Standard Specifications for Road and Bridge Construction • Manual on Uniform Traffic Control Devices(MUTCD) • American Association of State Highway Transportation Officials(Greenbook) • Collier County Traffic Operations Signalization Technical Special Provisions • Collier County Traffic Operations Roadway Lighting Technical Special Provisions. Including,but not limited to any other applicable manuals,provisions,and standards to complete the review of the plans. 3 G:\1 ALL SOLICITATIONS&TEMPLATES\1 FY 2022\22-7973 Independent Design Peer Review Services for Transportation Engineering \A�, Projects\3.Post-Award\History\Ind Peer Rvw Scope 081722.docx 1 6E4 The deliverables for the peer review shall be conducted by the CONSULTANT for the following projects,at the phases indicated: 1. 16th Street NE Bridge Complete Peer Review Services(30%Plans and Bridge Study, 60%and 90%) 2. Vanderbilt Beach Road Extension,Phase 2 Complete Peer Review Services(30%Plans and Bridge Study,60%and 90%) 3. Wilson Boulevard Widening Complete Peer Review Services(30%Bridge Study, 60% and 90%) 3a. Wilson Boulevard Widening Complete Peer Review Services-Optional Services—(30% Roadway Plans Review) The CONSULTANT shall attend a minimum of one coordination meeting for this project. The meeting(s)may be conducted virtually by Skype,MS Teams, or Zoom. The COUNTY shall provide electronic plans and documentation for mark-up at the 30% Plans and Bridge Studies, 60%and 90% submittals through BlueBeam Revu or a County FTP box account.The CONSULTANT shall deliver comments to the COUNTY in BlueBeam Revu. The CONSULTANT shall provide a concurrence review of the responses from the originator of the design comments for each submittal received(in electronic format). The CONSULTANT shall coordinate with the COUNTY's reviewers and organize the comments to be delivered to the design team in one package. The CONSULTANT shall become familiar with the project design scope of services and provide a critical technical review of the engineering plans and documents.The independent peer review is intended to be a comprehensive,thorough verification of the original work. Each review phase shall include but not limited to the independent confirmation of the following when applicable: 1. Compatibility of the typical roadway sections,with the horizontal and vertical alignment. 2. Compatibility of the construction phasing with the Traffic Control Plans 3. Horizontal and vertical clearances for bridges,overhead structures, and roadway side features 4. Potential conflicts with underground and overhead utilities 5. Compliance with County and State design requirements 6. Independent verification of the design (results/recommendations) 7. Completeness and accuracy of all plans 8. Technical Special Provisions 9. Constructability and Biddability Issues RESPONSIBILITY OF THE COUNTY 1. The COUNTY's Project Manager will track the Engineer of Record's(EOR)work progress such that the CONSULTANT is given timely authorization to begin work on each Project. 2. The COUNTY shall provide written notice to proceed to the CONSULTANT for each independent project. 3. The COUNTY shall have the EOR provide access to the CONSULTANT for Bluebeam review phases. 4 CAv G:\1 ALL SOLICITATIONS&TEMPLATES\1 FY 2022\22-7973 Independent Design Peer Review Services for Transportation Engineering Projects\3.Post Award\History\Ind Peer Rvw Scope 081722.docx 1 6E4 4. The COUNTY is responsible to ensure that all comments provided by the CONSULTANT to the plans are resolved by the EOR and incorporated in the next phase plans or documents. 5. The COUNTY is responsible for coordinating with FDOT reviews at each design phase. 6. If there is a conflict between the comments from the FDOT or the EOR and the CONSULTANT,the COUNTY shall convene a review resolution meeting with all parties to resolve the issue. 7. The COUNTY will provide the CONSULTANT with all plans, specification, and estimates for expeditious review. 8. The COUNTY shall provide advice and guidance to the CONSULTANT as necessary. VI. SCHEDULE CONSULTANT'S services shall commence upon receipt of written notice to proceed issued by COUNTY. The COUNTY shall provide scheduled dates for each plan submittal to be reviewed. The CONSULTANT design peer review period is 14 days of review for each phase submittal (30% Plans and Bridge Studies,60%and 90% Plans), 1 day for response concurrence for each submittal per discipline, and 2 days for each submittal for project management/coordination purposes. The total duration for this Work Order is 1100 days. Any other delays beyond CONSULTANT'S control shall be documented in writing by CONSULTANT and submitted to COUNTY for consideration to grant a schedule time extension. VII. INVOICES & PROGRESS REPORTS Invoicing must take place monthly and will include a progress report summarizing the work completed during the invoice period as well as a schedule update. The CONSULTANT must pre- submit invoices to the Project Manager prior to an official monthly submittal. The final invoice will be marked"FINAL"on the invoice and be accompanied by a letter from the CONSULTANT stating that this is the Final Invoice and that compensation for tasks completed,as described in the Scope of Services Agreement, is now concluded. 5 GA(, G:\1 ALL SOLICITATIONS&TEMPLATES\1 FY 2022\22-7973 Independent Design Peer Review Services for Transportation Engineering �. Projects\3.Post-Award\History\Ind Peer Rvw Scope 081722.docx 1 6E 4 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not-To-Exceed 1 16th Street NE Bridge $65,274 $ Complete Peer Review Services $ $ 2 Vanderbilt Beach Road Extension Phase 2 $71,613 $ Complete Peer Review Services $ $ 3 Wilson Boulevard Widening $77,555 $ Complete Peer Review Services $ $ 3a Optional Services-Wilson Boulevard Widening $ $4,401 Complete Review Services (30% Roadway Plans Review) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Page 18 of 30 PSA_CCNA Single Project Agreement 12022_ver.I I 16E4 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ 214,442 }y! <; Total Time and Materials Fee `. $4401 GRAND TOTAL FEE $218,843 B.2.2. n` Time and Material Fees: The fees noted in Section B.2.1. shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly lying e billings,limitson a percentage the COUNTY has determined CONSUasis, exceed the sum determined by LTANT hhas pcompeted such task as task(s) plicable not to exceed bycumulative the p of that particular monthly billing. Page 19 of 30 PSA_CCNA Single Project Agreement I2022_ver.I I 1 6E4 B.2.3. [* Lump Sum Fees: The fees noted in Section 2.1. shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Basic Services. There shall be no overtime pay without the COUNTY's prior written approval. B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any,the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"lathes" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: Page 20 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] r 1 6Ea B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. [END OF SCHEDULE B] REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 21 of 30 PSA CCNA Single Project Agreement 12022_ver.I C I 6E4 SCHEDULE B —ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Principal $238.00 Senior Project Manager $201.00 Senior Engineer $175.00 Engineer $136.00 Clerical $73.00 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. For Grant Funded Projects, the above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 22 of 30 PSA_CCNA Single Project Agreement(2022_vcr.I I SCHEDULE C t 6 E 4 M PROJECT MILESTONE SCHEDULE Number of Calendar Days For Completion of Task Task/Item from Date of Notice to Description Proceed 1" 16th Street NE Bridge 540 Complete Peer Review Services 2* Vanderbilt Beach Road Extension Phase 2 610 Complete Peer Review Services 3* Wilson Boulevard Widening 610 Complete Peer Review Services 3a* Optional Services-Wilson Boulevard Widening TBD Complete Peer Review Services(30%Roadway Plan Review) *A separate NTP for each task will be issued Page 23 of 30 PSA_CCNA Single Project Agreement 12022_ver.I i t l� SCHEDULED 1 6 E 4 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, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to Page 24 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] CAO 16E4 purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. Sections checked ( n ) are required by this Agreement. 10. n WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 44, U United-States-L-0 air-Werkerls-Aot coverage shall-be-maintained shall have minimum limits of $ Per Claim/Occurrence. 4-27 I I Maritime-Coverage-E.d ll be maintained-where-alic-a the work. Coverage shah have liits-ef 13. [ COMMERCIAL GENERAL LIABILITY. A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. Page 25 of 30 PSA_CCNA Single Project Agreement[2022_ver.l1 16E4 14. Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 45, n Watercraft Liability. Coverage—slla'�„—be—oacca he— ULTANT or the SUBCONSULTANT in limits of not less than the CommeFe4ol General Liability limit shown in sob . 46- (l Aircraft Liability. Coverage shall be carried by the CONSULTANT or the SUBCONSU-LTANT ie li+aaits of net less t#ae $5, 17. U■U BUSINESS AUTOMOBILE LIABILITY INSURANCE. Coverage shall have minimum limits of$500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 4-8, ❑ T-EC NOL-OGY-ERRORS-AND-AIVNSSIA ll-h-ave minimum limits of$ Per Occurrence. 49- ❑ CBER INSU ge shall h its of$ Per 20. ILITY. 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. 11 PROFESSIONAL LIABILITY INSURANCE. A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 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 Page 26 of 30 PSA_CCNA Single Project Agreement[2022_ver.I I .ks 16E4 Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. [END OF SCHEDULE D] Page 27 of 30 PSA_CCNA Single Project Agreement[2022_ver.I� 1 6E4 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Cardno, 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 " Independent Design Peer Review and Services for Transportation Engineering Projects "project" is accurate, complete and current as of the time of contracting. �4.4 TITL : /'/'es,�eit.7- DATE: AdG, 20 r Page 28 of 30 PSA_CCNA Single Project Agreement[2022_ver.I] CAO 16E4 SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Douglas Stoker Principal `1% Jason Yam Senior Project Manager 5% Ananda Kelly Senior Project Manager 11% Jim Hunt Senior Engineer 21% Chris Knox Senior Engineer 15% David Allen Senior Engineer 7% Chris Gamache Senior Engineer 19% Wayne Ponder Senior Engineer 8% Michael Regan Engineer 14% Page 29 of 30 PSA_CCNA Single Project Agreement 12022_ver.1 j t4 `,t. 1 6E4 SCHEDULE G Other: (Description) ❑ following this page (pages through ) a this schedule is not applicable Page 30 of 30 PSA_CCNA Single Project Agreement[2022_ver.l] AO I 6 E 4 DATC(MMIDDNYYY) Acc)R CERTIFICATE OF LIABILITY INSURANCE 5,1,2O-( 8/29/2022 THIS CERTIFICATE DOESSNOT AFFIRMATIVELY VELYAS A ER OF OR NEGATIVELYON ONLY AND CONFERS NO AMEND, EXTEND OR ALTER RTHE COVERAGE AFFORDED IGHTS UPON THE ATE HOLDER.THIS BY THE POLICIES D BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of suchc nAdorsement(CT s). PRODUCER L,OCk(011 CompaniesNAMPHONEE__ ----- I FAX 444 W.47th Street,Suite 900 PHON n,Extt IC. No): Kansas City MO 64 1 1 2-1 906 E-MAIL ADDRESS: (816)960-9000 INSURER(S)AFFORDING COVERAGE NAIC# kctsu a lockton.com INSURER A:Berkshire Hathaway Specialty Insurance Company __ 22276 INSURER 8:Travelers Property Casualty Co of America 25674 INSURED CARDNO USA,INC. 1502423 8310 SOUTH VALLEY HWY,SUITE 300 INSURER C: ENGLEWOOD CA 80112 INSURER D: INSURER E:INSURER F: COVERAGES CERTIFICATE NUMBER: 18835907 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIWHICH THIS CY PERIOD INDICATED.CERTIFICATE MAYyBE ISSUEED OR AY PERITAIN, THET INSURANCEERM OR O AFFORDEDNDITION BY TIE PO ANY LAICIECTS DESCRIBED R OTHER 0I1REIN SCUMENT WS©ECTITH PTOTALO THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY POLICY EFF PAID POLICY IMS. XP LIMITS -- ADDL SUER POLICY NUMBER (MMIDDJYYYYI (MMIDDIYYYY) INSR TYPE OF INSURANCE INSD WYD LTR , EACH OCCURRENCE S 2,000,000 A X COMMERCIAL GENERAL LIABILITY y N 47-GLO-307584 5/1/2022 5�112023 DAMAGE TO RENTED 5 1,000,000 PREMISES(Ea occurrence) CLAIMS-MADE l X I OCCUR PREMISES MED EXP(Any one person) S 25,000 X CONTRACTUAL/CROSS S 2 000,000 X XCU COVERED GENERAL AGGREGATE S 4,000,000 GEN'l.AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG s 2,000,000 _ POLICY I X l FIE I XI LOC J S OTHER: r COMBINED SINGLE LIMIT $ I,000,OOO AUTOMOBILE LIABILITY N N TC2J-CAP-8E086819(AOS) $.I!_022 $ll/2023 (Ea ycadent) B _ TJ-BAP-8E086820 5/1/2022 5/1/2023 BODILY INJURY(Per person) $ XXXXXXX IS x ANY AUTO BODILY INJURY(Per accident) $ XXXXXXX OWNED SCHEDULED -PROPERTY DAMAGE $ XX XXX AUTOS ONLY __ AUTOS (Per accident)AIRED AUTOS N AUTOS ONLY ,-_. AUTOS ONLYLY S XXXXXXX A X UMBRELLA LIAB X OCCUR N N 47-UMO-307585 5!1/2022 5!1/2023 EACH OCCURRENCE S 5,000,000 AGGREGATE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE S XXXXXXX DED I 1 RETENTIONS PER OTH- WORKERSCOMPENSATION N UB-3P635310(AOS) 5/1/2022 5/1/2023 XIPERTUTE OT _ B AND EMPLOYERS'LIABILITY YIN ER UB-3P533004(MA,WI) 5/1/2022 5/1/2023 E.L.EACH ACCIDENT $ 1,000,000 13 ANY PROPRIETOR/PARTNER/EXECUTIVE I I N/A EXCEPT FOR OH ND WA WY R OFFIC(Mandatory In H)EXCLUDED? N E.L.DISEASE-EA EMPLOYEE $ 1,000,000 (Mandatory In NH) E.L.DISEASE-POLICY LIMIT S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule.may be attached it more space Is required) COLLIERTATION IS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND THIS jCOVERAGE IS PRIMARY AOND JECTS.NON-CONTRIBUTORY,IF3REQUIRED BY WEI.li ENN CONTRACT. CANCELLATION See Attachment CERTIFICATE HOLDER 18835907 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE COLLIER COUNTY HOARD OF HE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN COUNTY COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS. 3295 TAMIAMI TRAIL E. NAPLES FL 34112 AUTHORIZED REPRESENTATIV.1 - -Dell Al -16 ©1988 015 ACORD CORPORATION.ORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD I. 6 E 4 1 DATE(MMIDD/YYYY) ACC PRE, CERTIFICATE OF LIABILITY INSURANCE 10/1/2023 9/19/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900 PHONE I FAX Not: (A/C.No.Eat): Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: kctsu@lockton.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Berkshire Hathaway Specialty Insurance Company 22276 INSURED INSURER B:AIG Specialty Insurance Company 26883 1502437 CARDNO USA,INC.8310 SOUTH VALLEY HWY,SUITE 300 INSURER C ENGLEWOOD CA 80112 INSURER D: INSURER E: .._ INSURER F: COVERAGES CERTIFICATE NUMBER: 18835908 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUER POLICY EFF j POLICY EXP INSR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) IMM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE RENTED CLAIMS-MADE I I OCCUR PR M SESO(Ea occurrence) $ XXXXXXX MED EXP(Any one person) $ XXXXXXX PERSONAL&ADV INJURY $ XXXXXXX . GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX__. POLICY X JECOT X LOG PRODUCTS-COMP/OP AGG $ XXXXXXX OTHER: $ AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT $ XXXXXXX. (Ea accident) ANY AUTO BODILY INJURY(Per person) $ XXXXXXX - OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS PROPERTY DAMAGE HIRED NON-OWNED (Per accident) $ XXXXXXX _ AUTOS ONLY _ AUTOS ONLY $ XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX _. DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE i PER 1 STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ XXXXXXX ___ OFFICER/M EMBER EXCLUDED? n N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under E.L.DISEASE-POLICY LIMIT $ XXXXXXX DESCRIPTION OF OPERATIONS below A Professional Liab N N 47-EPP-308810 10/1/2022 10/1/2023 S3,000INCLUSIVE P PER CLAIM/AGG COSTS B Contractors Pollution Liab CP08085428 12/7/2021 10/1/2023 S3,000,000 PER LOSS/AGG DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) INDEPENDENT DESIGN PEER REVIEW AND SERVICES FOR TRANSPORTATION ENGINEERING PROJECTS.CONTRACT#22-7973. CERTIFICATE HOLDER CANCELLATION 18835908 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE COLLIER COUNTY BOARD OF THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN COUNTY COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS. 3295 TAMIAMI TRAIL E. NAPLES FL 34112 AUTHORIZED REPRESENTATIV./ 71, U©198815 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 6E4 Exhibit"B" Asset Purchase Agreement TO FOLLOW THIS PAGE Page 5 of 5 Assumption of Agreement No. 18-7432-AR, "Professional Services Library Architectural Study,Planning and Design Category," , . ) 1 6E4 ASSET PURCHASE AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2023. BETWEEN: CARDNO CONSULTING, LLC a limited liability company existing under the laws of Delaware, previously operating as Cardno, Inc. (the "Seller") OF THE FIRST PART - and - STANTEC CONSULTING SERVICES INC. a corporation existing under the laws of New York (the "Buyer") OF THE SECOND PART THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows: 1.0 DEFINITIONS 1.1 Defined Terms For the purpose of this Agreement, unless the context otherwise requires, the terms set out in Schedule 1.1 shall have the respective meanings set out in Schedule 1.1 and grammatical variations of such terms shall have corresponding meanings. 2.0 PURCHASE AND SALE OF PURCHASED ASSETS 2.1 Purchased Assets Subject to the provisions of this Agreement, the Seller agrees to sell, assign and transfer to the Buyer and the Buyer agrees to purchase from the Seller, effective as of the Time of Closing, all of the property, rights, interest and assets used in connection with or otherwise relating to the Purchased Business (other than the Excluded Assets), whether real or personal, tangible or intangible, of every kind and description and wheresoever situate, as a going concern (collectively, the "Purchased Assets"), including without limitation, the following: Page 1 I 6E4 (a) Equipment. All equipment, facsimile machines, photocopiers, fixtures, furniture, furnishings and other fixed assets owned by the Seller and used in connection with the Purchased Business; (b) Agreements. All executed or potential orders or Contracts for the provision of services associated with the Purchased Business(the "Work Backlog"); (c) Work Product. All work product of the Seller related to the agreements described in subsection 2.1(b) above; (d) Unbilled Revenue. The Seller's interest in the unbilled revenue related to the agreements described in subsection 2.1(b) above (the "Unbilled Revenue"); (e) Accounts Receivable. All accounts receivable of the Seller relating to invoices for work undertaken by the Seller related to the agreements described in subsection 2.1(b) above up to and including the Closing Date (the "A/R"); (f) Proposals. The Seller's interest in any outstanding proposals associated with the Purchased Business; (g) Intercompany Balances. All intercompany receivables and intercompany payables of the Seller up to and including the Closing Date (the "Intercompany Balances"); (h) Prepaid Expenses. All prepaid expenses held by third parties which were made by the Seller prior to the Closing Date associated with the Purchased Business; (i) Sublease Receivables. All receivables of the Seller in connection with subleasing of any leased property; a) Computer Hardware and Software. All computer hardware and software, including all rights under licences and other agreements or instruments relating thereto which are owned by the Seller or to which the Seller is entitled; (k) Employee Advances. Any right to repayment of advances to Employees; (I) Income Taxes. All income Tax installments paid by the Seller and the right to receive any refund of income Taxes paid by the Seller; (m) Policies of Insurance. Any policy of insurance or plan for the benefit of employees generally pursuant to which the Seller or any of its directors, officers or Employees are insured; (n) Stantec GS Shares. Any issued and outstanding shares held by the Seller in Stantec GS Inc. and any interests in subsidiaries or joint ventures held through Stantec GS Inc.; and Page 2 1 6E4 (a) Books and Records. All books and records (other than those required by law or subject to confidentiality requirements to be retained by the Seller, copies of which, excluding those books and records subject to confidentiality requirements, will be made available to the Buyer), including, without limitation, library and technical reference books, project files related to the agreements described in subsection 2.1(b), drawings, client lists, advertising material, employee manuals, personnel records related to the current Employees, supply records, unbilled revenue records and correspondence files (together with, in the case of any such information that is stored electronically, the media on which the same is stored). 2.2 Excluded Assets The Purchased Assets shall not include any (a) agreements associated with the projects listed in Schedule 2.2(a); or (b) those retained licenses listed in Schedule 2.2(b) (collectively, the "Excluded Assets"). 3.0 ASSUMPTION OF LIABILITIES 3.1 Assumption of Certain Liabilities by the Buyer Subject to the provisions of this Agreement, and excepting only the Retained Liabilities, the Buyer agrees to assume, pay, satisfy, discharge, perform and fulfill, from and after the Time of Closing, all obligations or liabilities of the Seller accrued or incurred on or prior to the Time of Closing, including: (i) those obligations and liabilities of the Seller (excluding the Retained Liabilities), and (ii) those obligations and liabilities of the Seller existing as at the Time of Closing and thereafter arising under: (a) any leased property; (b) the lease exit liabilities to landlords in connection with any leased property; (c) the Seller's obligations arising pursuant to the Contracts comprising the Work Backlog, including the liabilities for deferred revenues, the Unbilled Revenue and any software licenses included in the Purchased Assets; (d) the Seller's liabilities to vendors, contractors, subcontractors and/or subconsultants for items or services provided to the Seller, including in connection with the A/R and the Unbilled Revenue; (e) the Seller's liability for accrued expenses; (f) any intercompany payables; (g) liabilities of the Seller for all costs and expenses, including payables, accrued liabilities, bank obligations, shareholder loans and all other indebtedness of the Seller incurred up to and including the Closing Date and further including those liabilities, invoices for which might be received after the Closing Date, but which are for services, supplies or events rendered to the Seller prior to the Closing Date; (h) liabilities of the Seller at the Closing Date with respect to accrued wages and salaries, commissions, bonuses, vacations and holiday pay, workers' compensation levies, withholding deductions for federal and state income Taxes, Page 3 1 6E4 other payroll deductions, pension plan deductions as well as liabilities relating to benefits already in place and accruing in favor of the Employees; (i) liabilities of the Seller in respect of claims arising out of professional services provided by the Seller in association with the Purchased Business prior to the Closing Date; and (j) income Taxes payable by the Seller accrued in the operation of the Purchased Business prior to the Closing Date. (collectively, the "Assumed Liabilities"). 3.2 Retained Liabilities The Seller agrees to retain all liabilities not specifically included in the Assumed Liabilities (the "Retained Liabilities"), including, without limitation, those liabilities in connection with the Excluded Assets. 3.3 Liability and Warranty Obligations The Buyer shall assume all liability, warranty and other claims and obligations arising in respect of services provided by the Seller in connection with the Purchased Business up to the Time of Closing whether such claims are raised before or after the Time of Closing. 3.4 Responsibility for Work Completed by the Buyer Related to Ongoing Projects The Buyer shall be solely responsible for and shall indemnify and save harmless the Seller from and against all liability, warranty and other claims and obligations arising in respect of services provided by the Buyer after the Time of Closing in connection with the agreements described in subsection 2.1(b). 4.0 PURCHASE PRICE 4.1 Purchase Price The aggregate purchase price (the "Purchase Price") payable by the Buyer to the Seller for the Purchased Assets shall be plus the Buyer shall assume the Assumed Liabilities. The Purchase Price s a e satisfied by the payment referred to in section 4.2 and the assumption of the Assumed Liabilities as provided in section 3.1. 4.2 Payment of the Purchase Price The Purchase Price shall be paid on the Closing Date by way of promissory note on the terms as attached as Schedule 4.2. 4.3 Allocation of Purchase Price The Seller and the Buyer agree to allocate the Purchase Price among the Purchased Assets as shown in Schedule 4.3 and to report the sale and purchase of the Purchased Assets for all federal, state and local Tax purposes in a manner consistent with such allocation. The Seller and the Buyer shall in the reporting of such sale and purchase Page 4 1 6E4 execute such forms and make such elections as are appropriate in order to report the sale and purchase consistently to the Taxing authorities. 5.0 REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller represents and warrants to the Buyer as follows and acknowledges that the Buyer is relying on such representations and warranties in connection with its purchase of the Purchased Assets: 5.1 Organization The Seller is a limited liability company duly formed and organized and validly subsisting under the laws of Delaware and has the power to own or lease its property and to perform its obligations hereunder. The Seller is duly qualified as a limited liability company to do business in each jurisdiction in which the nature of the Purchased Assets makes such qualification necessary. 5.2 Authorization This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against the Seller by the Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. 5.3 Sufficiency of Purchased Assets The Purchased Assets owned or leased by the Seller are and have been sufficient to carry on the Purchased Business to the Time of Closing. 5.4 Title to Personal and Other Property The Purchased Assets are owned beneficially by the Seller with good and marketable title thereto, free and clear of all Encumbrances and the Seller has the right, title and interest to sell, assign or transfer the Purchased Assets to the Buyer pursuant to the terms hereof. 6.0 REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows and acknowledges and confirms that the Seller is relying on such representations and warranties in connection with its sale of the Purchased Assets: 6.1 Organization The Buyer is a corporation duly incorporated and organized and validly subsisting under the laws of New York and has the corporate power to enter into this Agreement and to perform its obligations hereunder. 6.2 Authorization Page 5 16F4 This Agreement has been duly authorized, executed and delivered by the Buyer and is a legal, valid and binding obligation of the Buyer, enforceable against the Buyer by the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. 7.0 MERGER OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, indemnities, representations and warranties contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall merge on the closing of the transactions contemplated hereby. 8.0 CLOSING DATE AND TRANSFER OF POSSESSION 8.1 Transfer Subject to compliance with the terms and conditions hereof, the transfer of possession of the Purchased Assets shall be deemed to take effect as at the Time of Closing. 8.2 Further Assurances From time to time subsequent to the Closing Date, each party to this Agreement covenants and agrees that it will at all times after the Closing Date, at the expense of the requesting party, promptly execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby. 9.0 INTERPRETATION 9.1 Currency Unless otherwise indicated, all dollar amounts in this Agreement are expressed in U.S. funds. 9.2 Sections and Headings The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, section, subsection or Schedule refers to the specified Article, section or subsection of or Schedule to this Agreement. 9.3 Number, Gender and Persons In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing Page 6 1 6E4 persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever. 9.4 Accounting Principles Any reference in this Agreement to "GAAP" refers to generally accepted accounting principles that have been established in the United States of America, including those approved from time to time by the Financial Accounting Standards Board or any successor body thereto. 9.5 Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided. 9.6 Time of Essence Time shall be of the essence of this Agreement. 9.7 Applicable Law This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Delaware and the federal laws of the United States applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such state and all courts competent to hear appeals therefrom. 9.8 Successors and Assigns This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective successors and permitted assigns. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. 9.9 Amendments and Waivers No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver for future breaches unless otherwise provided. 9.10 Schedules The following Schedules are attached to and form part of this Agreement: Schedule 1.1 - Defined Terms Schedule 2.2(a) - Excluded Projects Schedule 2.2(b) - Excluded Permits and Licenses Schedule 4.2 - Promissory Note Page 7 1 bE4 Schedule 4.3 - Book Value of Net Assets Sold (collectively, the "Schedules"). 9.11 Notices Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: (a) if to the Seller: Cardno Consulting, LLC 400-10220 103 Avenue NW Edmonton, AB T5J 0K4 Attention: Corporate Secretary (b) if to the Buyer: Stantec Consulting Services Inc. 400-10220 103 Avenue NW Edmonton, AB T5J 0K4 Attention: Corporate Secretary Any such notice or other communication shall be deemed to have been given and received on the day it is delivered if personally delivered, on the day on which receipt is acknowledged if sent by facsimile or other means of recorded electronic communication, (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the tenth Business Day following the date of mailing; provided, however, that if at the time of mailing or within ten Business Days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid. Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this section 9.11. 9.12 Counterparts This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. Page 8 1 6E4 9.13 Electronic Signatures This Agreement may be executed manually or electronically, by facsimile or PDF, by the parties hereto and may be executed in separate counterparts, each of which when so executed and delivered shall be an original, that all such counterparts shall together constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] Page 9 1 6E4 IN WITNESS WHEREOF this Agreement has been executed by the parties. CARDNO CONSULTING, LLC Per: Per: STANTEC CONSULTING SERVICES INC. Per: Per: [Signature Page to the Asset Purchase Agreement] 1 6E 4 CARDNO CONSULTING, LLC - and - STANTEC CONSULTING SERVICES INC. SCHEDULE 1.1 DEFINED TERMS (a) "A/R" has the meaning set out in subsection 2.1(e); (b) "Assumed Liabilities" has the meaning set out in section 3.1; (c) "Business Day" means any day, other than a Saturday or a Sunday, on which the main branch of the Bank of America is open for business; (d) "Closing Date" means January 1, 2023 or such other date as the Seller and the Buyer may mutually determine; (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time; (f) "Contract" means any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other commitment, whether written or oral; (g) "Employees" means those employees of the Seller who are employed in the Purchased Business immediately prior to the Time of Closing; (h) "Encumbrance" means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing; (i) "Excluded Assets" has the meaning set out in section 2.2; (j) "GAAP" has the meaning set out in section 9.4; (k) "Intercompany Balances" has the meaning set out in section 2.1(g); (I) "Purchase Price" has the meaning set out in section 4.1; (m) "Purchased Assets" has the meaning set out in section 2.1; (n) "Purchased Business" means the business carried on by the Seller consisting primarily of professional consulting and engineering services but excluding the Excluded Assets and the Retained Liabilities; (o) "Retained Liabilities" has the meaning set out in section 3.2; Page 1 1 6E4 (p) "Schedules" has the meaning set out in section 9.10; (q) "Taxes" means any federal, state, local or non-US income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental including taxes under Code §59A, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other Tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person; (r) "Time of Closing" means 12:02 AM MST on the Closing Date, or such other time on the Closing Date as the Seller and the Buyer may mutually determine; (s) "Unbilled Revenue" has the meaning set out in subsection 2.1(d); and (t) "Work Backlog" has the meaning set out in subsection 2.1(b). Page 2 16E4 SCHEDULE 2.2(a) EXCLUDED PROJECTS [SCHEDULE REDACTED] 1 6 E 4 SCHEDULE 2.2(b) EXCLUDED LICENSES [SCHEDULE REDACTED] 1 6 E 4 SCHEDULE 4.2 PROMISSORY NOTE [SCHEDULE REDACTED] ! 6E4 SCHEDULE 4.3 BOOK VALUE OF NET ASSETS SOLD [SCHEDULE REDACTED]