Backup Documents 03/12/2024 Item #16E3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP RECEIVED
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUNIAR 1 2 2024
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 C p�yy�
rne
Office no later than Monday preceding the Board meeting. 9 Ig,c PVfd befl1
**NEW** ROUTING SLIP 13
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management 6'6 3//Z/Z`f
2. County Attorney's Office County Attorney Office
.5 -1 3)/4/41,
4. BCC Office Board of County
Commissioners 611 byJO J 3(1 f f tY
4. Minutes and Records Clerk of Court's Office
MF 3-(71-A
5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above may need to contact staff for additional or missing information.
Name of Primary Staff Vanessa Diaz/Procurement Contact Information 239-252-8947
Contact/Department
Agenda Date Item was March 12,2024 Agenda Item Number 16.E.3.
Approved by the BCC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account N/A Assumption Grace Hebert
number if document is Agreement to Curtis Architects,
to be recorded 18-7432-AR LLC
Grace Hebert Curtis
Architects, LLC
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 fmal 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 ' an option for
fil
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 5A_Ti an option for
Chairman's signature. this line.
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ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this I 2. of
March ,2024 by and between Grace Hebert Curtis Architects,LLC("GHC")and
Collier County, a political subdivision of the State of Florida ("County"), (collectively the
"Parties").
WHEREAS, on April 28, 2020 (Agenda Item No. 16.E.10), the County awarded
Agreement No. 18-7432-AR, "Professional Services Library Architectural Study, Planning and
Design Category,"to BSSW Architects, Inc. ("BSSW"), which is attached hereto as Exhibit "A"
("Agreement"); and
WHEREAS, on December 5, 2023, BSSW and GHC entered into an Asset Purchase
Agreement whereby GHC acquired substantially all of BSSW's right, title and interest in and to
the acquired assets as set forth in that Purchase Agreement,as stated in the Bill of Sale,Assignment
and Assumption Agreement attached hereto as Exhibit "B;" and
WHEREAS, Federal Contract Provisions and Assurances shall apply to the Agreement
and shall take precedence over the terms of the Agreement, as reflected in attached Exhibit "C";
and
WHEREAS, GHC, 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 GHC'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. GHC accepts and assumes all rights, duties, benefits, and obligations of BSSW
under the Agreement, and subsequent amendments executed under the Agreement, including all
existing and future obligations to perform under the Agreement.
2. The Parties hereby reaffirm and ratify each of the terms and conditions in the
Agreement.
3. GHC will promptly deliver to County evidence of insurance consistent with the
requirement of the Agreement.
4. GHC will promptly notify the County of any changes required to Key Personnel or
Qualified License Professional identified in the Agreement.
5. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both Parties.
Page 1 of 6
Agreement No. 18-7432-AR,
"Professional Services Library Architectural Study,Planning and Design Category,"
CAO
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6. Notice required under the Agreement to be sent to GHC shall be directed to:
Grace Hebert Curtis Architects, LLC
909 East Cervantes Street
Pensacola, FL 32501
Attention: Daniel Summers
Phone: (239) 643-3103
Email: Dsummers@ghc-arch.com
7. The County hereby consents to GHC'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 GHC as it would have BSSW for
all purposes under the Agreements. 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: Al!
hanrp*
s , Deputy Clerk Chris , C airman
Attest as to u o1*1
Gr— Signature
Approved as to Form and Legality:
Scott R. Teach
Deputy County Attorney
Page 2of6
Agreement No. 18-7432-AR,
"Professional Services Library Architectural Study, Planning and Design Category,"
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Company's Witnesses: Grace Hebert Curtis Architects, LLC
a), A
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First Witness By: Signature
C t
,44141 L- PIP* C-1/1 5‘6174C .
T Type/print witness name T T Type/print name and title T
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Second Witness
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Page 3 of 6
Agreement No. 18-7432-AR,
"Professional Services Library Architectural Study, Planning and Design Category,"
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Exhibit"A"
Agreement No. 18-7432-AR
"Professional Services Library Architectural Study, Planning and Design Category"
TO FOLLOW THIS PAGE
Page 4 of 6
Agreement No. 18-7432-AR, CAU
"Professional Services Library Architectural Study, Planning and Design Category,"
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PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
]�] CCNA ] I NON-NA
Contract# 18-7432-AR
for
"Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into thisday of .. , 2020
by and between the Board of County Commissioners for Collier County, Florida, a political
subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and
BSSW Architects, Inc.
authorized to do business in the State of Florida, whose business address is
949 Central Avenue Naples FL 34102 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT'S services expeditiously
when a need arises in connection with a Collier County project; and
] WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
[ill WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services,which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
n Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category,the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement
all such licenses as are required to do business in the State of Florida and in Collier County,
Florida, including, but not limited to, all licenses required by the respective state boards and other
governmental agencies responsible for regulating and licensing the professional services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization
or other form of legal entitlement to practice such services, it shall employ and/or retain only
qualified personnel to provide such services to the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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1.12. The CONSULTANT designates Daniel A. Summers, AIA a qualified
licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the services to be provided and performed under this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY to promptly remove and replace the Project Coordinator, or any other
personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT
to provide and perform services or work pursuant to the requirements of this Agreement, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of
professional services that will be performed pursuant to this Agreement and has extensive
experience with projects similar to the Project required hereunder. The CONSULTANT agrees
that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to
the COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING APPLICATION
PIC TIIOY OF
CHAPTER 119, FLORIDA STATUTES, TO THE
TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure b Contractor
theoCOUNTY with
shallthe
have rtherd screthoneto
in
shall constitute a breach of this Agreement and
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such co obligatihe onproval the accurategn ocuments in
documents
no way relieves CONSULTANT of its to deliver omplete and
necessary for successful construction of the Project.
1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or
federal requirements and/or codes and ordinances applicable to CONSULTANT'S performance
of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY
reserves the right to make sole determination regarding deductions. After notification of
deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe,
these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge
the CONSULTANT for services and/or items necessry to whethea or notrrect the the COUNTY ncies obtaidnedctly related
subst substitute
to the CONSULTANT'S non-performance
performance.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY's prior written consent, or unless incident to the proper
performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non-public
information concerning the services to be rendered by CONSULTANT hereunder, and
CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to
comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real-
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way- ROW, centerlines- CL, edge-of-pavement- EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's
representative with respect to the services to be rendered under this Agreement (hereinafter
referred to as the "Project Manager"). The Project Manager shall have authority to transmit
instructions, receive information, interpret and define the COUNTY's policies and decisions with
respect to CONSULTANT's services for the Project. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would
have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
a. The scope of services to be provided and performed by the CONSULTANT as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1 . Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which COUNTY may be responsible in whole or
in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from the COUNTY. CONSULTANT'S sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the to CONSULTANT
shresumes performance of its to the COUNTY's satisfaction thations
the
hereunder in such a manner so asreasonably establish
CONSULTANT'S performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one
year(s) periods. The COUNTY shall give r to the ende ULTANT written of the Agreement telce rm then in effect.of e COUNTY's
intention to renew the Agreement term p
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT'S employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. III Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT pocull be ments solely
Theresponsible
CONSULTANT all
at its own expense, may
delivering to the COUNTY the Project
retain copies of the Project Documents for its files and internal use.
6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to
the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further,
ANT
Page 9 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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consents to the COUNTY's use of the Project Documents complete
m additionsl ect to or�emodel ng,
ect or task
following CONSULTANT'S termination for any reason or to perform
replacement or renovations of the subject projector s ablek. hfore C eview andNnformationT also nt owvardious
ges
the COUNTY may be making Project Documents ava
ithird parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The CONSULTANT will keep adequate records docpumorting docu entation will en betaeitained on iby
concern or reflect its services hereunder. The records and or
CONSULTANT for a minimum of five (5) yearsd whichever a) isdate
lateof termination r chlaterhda tgasemaytbe
(b) the date of the Work Order is completed,
required by law. The COUNTY, or any duly authorized
gnts or ph records and documresentatives of the en tt on
shall, free of charge, have the right to audit, inspect and copy all su
as often as they deem necessary during the period of this Agreement and during
uring the
(5)
period noted above, or such later date as may be required bylaw; provided,
y
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1 . To the maximum extent permitted by Florida 1aw, CONSULTANT
sall liabil hall defen tieds, damages, indemnify
and hold harmless the COUNTY, its officers and employees from any and
losses and costs, including, but not limited to, reasonable attorneys'
intentionally wrongfulgclonduct of
s' fees, to
the extent caused by the negligence, recklessness, 00f
CONSULTANT or anyone employed or utilized by the beONSULTdNT in the o egateperformance
roducis
s
Agreement. This indemnification obligation shall not
any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article a is n depend
s ode t andyultimate separate from
tythe du the
ty
to indemnify, and the duty to defend exists gfend
CONSULTANT, the COUNTY and any indemnified pay notice dety tou declaim arises
ng immededely
y
upon presentation of a claim by any party and written l
CONSULTANT. The CONSULTANT'S obligation to indemnify and untildefen td iunder this
ed Articleby 8 ill
survive the expiration or earlier termination of this Agreement
judgment that an action against the COUNTY or an i demnifiedtatute oflim t party
for the matter indemnified
hereunder is fully and finally barred by the applicable
8.1 .2 To the extent that the Agreement that the work Statues,pertains
and theto is a "Professional CONSULTANT is aS`Des gn
Contract" as defined in Section 725.08(3), Florida
Professional" as defined in Section 725.08(4), Florida Statu
es,
the
indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2),
Page 10 of 33
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ARTICLE NINE
INSURANCE
9.1. The CONSULTANT shall obtain and carrdyn the t ll times amountsduring its set forth in performance SCHEDULE C to this
Contract Documents, insurance of the types an
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
�ier County Government,ra OR,
Board of County Commissioners in Collier County, OR,
additional insured as to the operations of CONSULTANT under this Agreement and shall contain
a severability of interests' provisions.
9.3.2. Companies issuing the insurance policy or policies shall have no recourse against
the COUNTY for payment of premiums or assessments for any deductibles which all are at the
sole responsibility and risk of CONSULTANT.
e primary to any
urance or self-
9.3.3. All insurance coverages of CONSULTANT�Othealnb urance' provisions sof any policiesinsurance program carried by the COUNTY, and th
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which Harendorsements,
dob eme tse ded in an, must reference and identify
rm
patterned after the current I.S.O. form with no limiting
this Agreement.
9.3.5. All insurance policies shall be fully performableiin Collier County, Florida, and shall
be construed in accordance with the laws of the State
of 9.4. The CONSULTANT, its subconsultants and the
COUinsurance TY shall
proceeds waive
ee all
rights pa dai n t
each other for damages covered by insurance to theextent
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 minimumrequirements:
9.5.1 . The insurance company must be duly licensed and authorized by the Department
of Insurance of the State of Florida to transact the appropriate insurance business in the State of
Florida.
9.5.2. The insurance company must have a current A. M. Best financial rating of "Class
VI" or higher.
Page 11 of 33
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
aff,
10.1. The services to be performed hereunder shall be The emoed by oymenONSULTNT'S own t of, contact with, ortuse
unless otherwise authorized in writing by the COU endent consultant or
of the services of any other person or firm by
CONSULTANT, as indep
otherwise, shall be subject to the prior written approval noff the Cmerit between the COUNTY NTY. No provision of this
Agreement shall, however, be construed as constitutinga
agreement
and
any such other person or firm. Nor shall anything
in a ns Age COUNTY beyondreement be dsus gas may then
ive any such
party or any third party any claim or right of action g
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services
dthender that Work Order. Such
Work. CONSULTANT shall
personnel shall be committed to the project or task specified in ilize with
also identify in that Schedule each subconsultant anubdbcontractor ltants and subcontit dra s tors to tident f ed
respect to the subject Work Order. All personnel, sCons
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the ent the CONSULTANcts or omissions of Its sub T hallc�equirentea h
s or
subcontractors. By appropriate written agreement, by subconsultant or subcontractor, to the extent of the Services fle o berms e fof thidd Agreement and ltany
ant
or subcontractor, to be bound to the CONSULTANT bys
subsequently issued Work Order, and to assume toward
rthe CONSULTANT allany subsequentlythe
bigations
and responsibilities which the CONSULTANT, by thisAgreement
andWork Order, assumes toward the COUNTY. Each subcothlSlAnt or rbt,oand any subsequently
ntract agreement shall
preserve and protect the rights of the COUNTY under geeme
issued Work Order, with respect to the Services tobeperformed of will b ty the
preju subiceconsulsuchtant
or
subcontractor so that the subconsulting or subcontracting thereof
s.
Where appropriate, the CONSULTANT shall require eachsub-subcontractors.subconsultant
bconsUCant or subcontractor to enter
into similar agreements with its sub-subconsultants or
10.4. The CONSULTANT acknowledges and agreesUeach subconsuldtant or
beneficiary of each contract entered into between CONSULTANT and
subcontractor, however nothing in this Agreement shall be or construed
trsu otl tract to eate or. Further any
co, trl such actual
relationship between the COUNTY and any subconsultant
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT'S acceptance of final payment forServices
exicestprovided
ins under
any
Work
Order shall constitute a full waiver of any and all claims, herwise
subrogation claims, by it against the COUNTY arising out
fe Worink Orden k Order orce tth the relatedter
of
to those Services, and except those previously made in writing
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
Page 12 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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i
1 6E3
unsettled. Neither the acceptance of CONSULTANT'S Services
ices orC payment
a m nt by the COUNTY
shall be deemed to be a waiver of any of COUNTY s rights against
ARTICLE TWELVE
TERMINATION OR SUSPENSION
t
12.1. This Agreement is a fixed term contract for the tprofessionalave the right and option to rvices of CONSULTANT.
t Am terminate
is agreed that either party hereto shall at any and allriot written notice of
this Agreement by giving to theAgreement
other p befngot less so terminated an lrty by either) days party hereto, neither party
such termination. Upon this g
hereto shall have any further rights or to be obligations under
greem u deea prevSoaslyni sued Work
t to the date
of termination, except that Services specified performed
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material
temidefault
nate thisf this Agreement andAgreement
any Work
and such
default will be considered cause for the COUNTY tor
Orders in effect, in whole or in part, as further set forth in this section,
ran
y of the following
reasons: (a) CONSULTANT s failure to begin Services under any particular
er within
the times specified under that Work Order, or (b)
CONSULTANT'S failure to properly and timelyy
perform the Services to be provided hereunder or as for the bienefitdobcredit y the CsOUNTY, or by CONSULTANT
bankruptcy or insolvency or a general assignment CONSULTANT's to
or by any of CONSULTANT'S principals, officers or directors, or (d)s of conduct, or (e) COULTANT'S failure failure
to
toobey e any laws, ordinances, regulations conditions of his Agreement and any Work Orders in effect,
to perform or abide by the terms
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
ULTANT seven (7) calendar days written
Orders in effect, in whole or in part, by giving the CONS
notice of the material default.
ve, it
12.3. If, after notice of termination of this Agreement as provided default,for inparagraph or ha its .1 defaulto was
is determined for any reason that CONSULTANT was n
excusable, or that the COUNTY otherwise was not entitled to the remedypd againstga o paragraph CONSULTANT22
provided for in paragraph 12.2, then the notice of terminationg ara rah 12.ar below, and
shall be deemed to be the notice
termination
COUNTY shall provided
theosame as and be limited to those
CONSULTANT's remedies against the
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (includingero vons of paragraph
1 .1
above), the COUNTY shall have the right to terminate thisAgreement and any Work s written notic Ord
ers in
effect, in whole or in part, without cause upon seven (7)
calendar Y
e to
CONSULTANT. In the event of such termination for of thelfeeeearnedshrough theULTANT'S necovery
date of
against the COUNTY shall be limited to that portion anycosts
termination, for any Work Orders so cancelled, together directly
tl h any retainage attributable to withheld
termination, but
reasonably incurred by CONSULTANT that areY
CONSULTANT shall not be
against the COUNTY,
including, but not limited to, anticipated' fees or profits further
profits on Services not eq fired to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
ver to
12.5. Upon termination and as directed by the COUNTY, theCONSULTANT
shal maltdelli set forthe
COUNTY all original papers, records, documents, drawings,
Page 13 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.
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and described in this Agreement, including arising
described o relating to this that area in
CONSULTANT'S possession or under its control
y
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving p oN the SeAivicesNT Nto bo e rendered hereucalendar days nder
rior
written notice of such suspension. If all or any poi
are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed
indtheayment to Work OrderCOrNsuchTother
ANT
within forty-five (45) days after such payment is due as set
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTYCCfailed toNcure sT uch defthis ault within
t
or subsequently issued Work Order, and (ii) the COUNTYhas
fourteen (14) days of receiving written notice of same from Csuch default is cured, after gNT, then CONSULTANT v ng
may stop its performance under the subject Work Order until
the COUNTY a second fourteen (14) days writtenServicesatice of eNsoU stopped fornaepel�od of one
n to stop
performance under the applicable Work Order. If the
hundred and twenty (120) consecutive days through or faor llt nyf o her the CONSUperL ANTperfo gins
or its
subconsultant or subcontractor or their agents ore employees
portions of the Services under contract with
t ceso the COUNTY of CONSU TANT's
ULTANT, the CONSULTANT may
terminate the subject Work Order by giving written no within fourteen (14)
intent to terminate that Work Order. If the COUNTY does not cure its t upon fourteen (14)
days after receipt of CONSULTANT s written notice, CONSULTANT may,
additional days' written notice to the COUNTYterminate rou the h the termination Workject daOrder te, but m no event
recover
from the COUNTY payment for Services performedg
shall CONSULTANT be entitled to payment for Services not performed or any other damages
from the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or solely forCONSULTANT, to retained I c t
any
company or person, other than a bona fide employeeworkingperson,
or secure this Agreement and that Oso heANT has not paid or agreedthan a bona fide employee working solely for
company, corporation, individual or firm,
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. NI CCNA Proiects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute e required
uirertifyinghtha Nwagelaratestion Candifiocate,
attached hereto and incorporated herein as Schedule D
factual unit costs supporting the compensation for CONSULTANT'S services to be provided under
this Agreement and each subsequent Work Order issued h fWork Ordea.r, e The CONSULTANT
accurate, complete
and current at the time of the Agreement or such subsequent
agrees that the original price as set forth in each subsequent significant issued
sd Work
ms Order, if
tanyC nd any
additions thereto shall be adjusted to exclude any g nic
TY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
Page 14 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2�
1 6E3
or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work
ARTICLE FOURTEEN
CONFLICT OF INTEREST
interest,
14.1. CONSULTANT represents that it presentlys no tw'th the performance and shall re no of services
either direct or indirect, which would conflict in mannery
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 r bind ing b it upon either party
unless in writing and executed by the party or parties
15.2. In the event that the need for changes to the Services under a Work Order may ariset
during the course of the work, the associated tasks may
thehmodified
at the requesanager willbof the the P of in
Manager or his designee. Written authorization fromProject
accordance with the Procurement Ordinance, as rk Order shall be modified to ded, and Procedures. For any
eflectghe
that exceed an existing Work Order amount, the
increase prior to any related Services being performed.
ns
15.3. All duly executed modifications to Work d made as l part oftghisll written Agreement byfrefel�ence r
Changes thereto) are hereby incorporated into
ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1. All notices required or made pursuant to this Agreement b t to
given bynd, email, ohery CONSULTANT
States
to the COUNTY shall be in writing and shall be delivered
United
Postal Service Department, first class mail service, postage y o prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name: Procurement Services Division
Division Director: Sandra Herrera
Address: 3295 Tamiami Trail East
Na les Florida 34112-4901
Administrative Agent/PM: Evel n Colon
Telephone: 239 252-2667
E-Mail(s): Evel n.Colon colliercount fl. ov
Page 15 of 33
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16.2. All notices required or made pursuant to hall bedelivered is t to be by han'vn by deemailtor eby tOhe United
UNTY to
the CONSULTANT shall be made in writing an
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Company Name: BSSW Architects Inc.
Address: 949 Central Avenue
Na les FL 34102
Authorized Agent: Daniel A. Summers, AIA, President
Attention Name & Title: 239-643-3103
Telephone:
E-Mail(s): DanielS BSSWarchitects.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1 . The CONSULTANT, in representing the COUNTY,theall promohest t thest, best
in evecs and the
COUNTY and assume towards the COUNTY a duty of
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 COUNTY
erable in whole or in part, by
CONSULTANT without the prior written consent of th
l no
be
17.4. Waivers by either party of a breach of any provision l oftthe tdermseof
d
to be a waiver of any other breach and shall not be construed to be a modification
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 Attachments.
deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts
17.6. This Agreement, including the referenced Schedules shall supersede,a Attarepeace and nullify any and
nts hereto, constitutes
the entire agreement between the parties hereto and
all prior agreements or understandings, written or oral,have relating
n force mattorffect what herer set forth eon this and
any such prior agreements or understanding shall
Agreement.
17.7. Unless otherwise expressly noted herein, all representations
e tations and covenants of the parties
shall survive the expiration or termination of this Agreement.
Page 16 of 33
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17.8. This Agreement may be simultaneously executed in
and therl coupame nrparts, eacht of which
shall be an original and all of which shall constitute but
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER
Schedule B RATE SCHEDULE
Schedule C INSURANCE
Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E Other: Federal Grant Provisions and Assurances
Solicitation # 18-7432-AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. U Grant Funded Pro'Iects: In the event of any conflict between E or amu oe ng the termsr the
of
any of the Contract Documents and/or the COUNTY s B approved Contract
terms of the Agreement shall take precedence overt the
terms
of shallll take other
precedencDocuments,over
the
except the terms of any Supplemental Grant Co
Agreement. To the extent any conflict in the terms of the or the Agreement,
Contract tDocnts the not be
shall bed
by application of the Supplemental Conditions, if any,
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY s discretion.
17.11. Applicability. Sections corresponding to any checked box (Ni ) expressly apply to the
terms of this Agreement.
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules,
sed d regulations
s as i ns of applicable e the
of
to
Florida, and by such laws, rules and regulations of the
services funded by the United States government. Any or act tc i nAgreementoughtbyeither
must be party to
this Agreement against the other party relating to or arising out
oht
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
any
19.1. The CONSULTANT warrants that CONSULTANT ha
CONSULTANT! tos not employed or dsolic t
company or person, other than a bona fide employee workingsolely for person,
or secure this Agreement and that CONSULTANT
aa bona fide employe not paid or agreede o pay any working solely for
company, corporation, individual or firm,
CONSULTANT, any fee, commission, percentage, gift oror any otherAt thedeti atie tnicoAingent upon
or resulting from the award or making of this Agreement.
executed, CONSULTANT shall sign and deliver to the Cmade a pad hereof as the nSchg
D.
Certificate identified in Article 13 and attached hereto and
The CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any,
Page 17 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
16E3
shall be adjusted to exclude any sums by which
the
renCOUNTY
t wage ratesdetermines
d othetfactuaeun t bostn sas
increased due to inaccurate, incomplete, or
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 following provided
e date o87.017 f beingfor placedEo GORYe
TWO for a period of 36 months
convicted vendor list."
ARTICLE TWENTY
DISPUTE RESOLUTION
20.1 . Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended b sr fprep entatirson es of woCuld Sm TANe
T
with full decision-making authority and by the CO
presentation of any settlement reached during negotiations
to the COUNTY
lOUN on for
be approval.
ween the Farling
resolution, and prior to the commencement of depositions
s
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation
before an agreed-upon Circuit Court Mediator certified State of decision-making g authority anda. The lby
shall be attended by representatives of CONSULTANT with full at
the COUNTY's staff person who would make the presentation arty fail to submit to medial ode as
mediation to the COUNTY's board for approval. Shouldeitherp
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 Agreementagainst ate f the
alother
party r ate relating
the appropriate to or arising out of this Agreement must be brought inpp p
n
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 anof1986 s located a Failure byt h e CONSULTANT to
and regulations relating thereto, as either may be
Page 18 of 33
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comply with the laws referenced herein shall constitute thbr breach
of hi this
and the
COUNTY shall have the discretion to unilaterally terms
(signature page to follow)
Page 19 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Crystal K. Kinzel, Clerk of Court &
Comptroller
.-144.eel"'
OIL:j 16 By:
bate: CIBurt L. Saunders
, Chairman
' . Attest aS#Oiran
,,r,ltinittlre ntr`l
A roved t r an Legality:(2)
County Attorney
,,C t41--- k 7:e_it,4...\,..,-
Name
Consultant:
BSSW Architects, Inc.
Consultant's Witnesses:
11 By:
Witness DAt.1teA{.- 4-- rOrY)(r1.5-�2.5 SiDrAriA
. r j Gr ii/t I,k4 ir> • "
Name and Title Name and Title
d
P4pss
Ailti 7.._ 1\{s
Name and Title
Page 20 of 33
PSA Fixed Term Continuing Contract 2017.00 Ver.2
1 6E3
SCHEDULE A
WORK ORDER
Contract 00-0000"Name of Contract"
Contract Expiration Date: ,20
This Work Order is for professional(describe)services for work known as:
Project Name:
Project No:
hereto and
e a part of this
rk
The work is with
Ter in the
proposal Conditions of the Agreeated , ment referenced which rs ab above,this Work Order is assignedto:Nameoof rrrt Order. In
accordance with Terms and
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
s Work
Order.
The Work: Complete wthat
within ork Order thaextends beyond the expiration date of Agreement#00-0000 will ays from the date of the Notice to Proceed which is accompanying tsurvive
Order. Consultant agrees that any
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
e the Firm in
dance with
Comp^ensation; In accordance with the Agreement referenLu above,SumtPlus Reimbursable CostsCounty wl t(LS+RC) ❑T Time Material
following method(s): Negotiated Lump Sum (NLS) ❑ P
(T&M) (established hourly rate— Schedule A) ECost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks)as provided in the attached proposal.
Task I $
Task II $
Task III $
TOTAL FEE $
PREPARED BY: Date
Name and Title
APPROVED BY: Date
(Dept Name),Division Director
APPROVED BY: Date
type name,Department Head
s,that,to the best
f their
e and
ief,all
By the signatureact below,the i present,or currently planed interest employees,officers rr r actievi (financial,contractual,organs,and hereby izational,or otherwise)which relatesthe proposed
work;relevant facts concerning past,p
work;and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally,the Finn agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name&Title of Authorized Officer
Date
Page 21 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1 6E3
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the
proposed work to be specified in the Work Or
der;theand
contemplatedl Services es to becharge o performed COUNTY
by
for the reimbursable expenses applicable
toCONSULTANT under the proposed Work Order. good CONSULTANT fath lys s shall promptly supply such
estimate to the COUNTY based on
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services,which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Tns own risk apd the COUNTY CONSULTANTy Services rovided by shall have no liability for stuch
ten
Work Order shall be at CONSULTAN
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
e
B.2.1. Payments for Basic Services and Additional Basic Services as CONSULTANT'sset forth herein or invoice approvedhbyvthe
ork
Order shall be made upon presentation of the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
Page 22 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. ❑i Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT'S personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT'S Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based
on the services to be provided and as set forth in the Amendment authorizing such Additional
Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this
Schedule B and all Reimbursable Expenses shall comply with the provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. 11111 Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order and any then-authorized Additional Services, as of the last day of the
subject monthly billing cycle. Among Therershlalgs, the report l be no overtimeall show all pay without theIce items and COUNTY's pros
percentage complete of each
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the
services to be provided and as set forth in the Amendment authorizing such Additional Services.
The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B
and all Reimbursable Expenses ohAdd tiopal Servicesly with the provisions of Section without COUNTY's p3iorewritten approval. There !
be no overtime pay on Services
B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B,
CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by
CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
Page 23 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
(At
1 6E3
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done,
no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted
on CONSULTANT's letterhead and must include the Purchase Order Number and Project name
and shall not be submitted more than one time monthly.
B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges
and agrees that in the event of a dispute concerning payments for Services performed under this
Agreement, CONSULTANT shall continue to perform the Services required of it under this
Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may
include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such
trips within Collier and Lee Counties are expressly excluded.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
Page 24 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
\._
1 6E3
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
Page 25 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
C,_
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SCHEDULE B -ATTACHMENT 1
RATE SCHEDULE
Title Hourly Rate
Principal $206
Senior Project Manager $172
Project Manager $147
Clerical/Administrative $62
CADD Technician $81
Senior Architect $154
Architect $121
Senior Construction Administrator $110
Construction Administrator _ $100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon b the Work Order agreed upon by the parties.
y he County and firm, ' writing, p project by project
basis, as needed, and will be set foh
•111 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
Page 26 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
I 6E3
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Officer tenition)sforms or deducdtiblesounderents any of the
or their
equivalents. If CONSULTANT has any self-insured
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
of theProject by the COUNTY or as specified
m the date of commencement of the
services until the date of completion and acceptanceJ
in this Agreement, whichever is longer.
UNTY
4. Certificates of insurance acceptable to the COUNTY s Il be filed with the evideOncing the t
ten (10) calendar days after Notice of Award by CONSULTANT
that CONSULTANT has acquired and put in placeo assurance pol cce iesnrequired halld limits rbe
hereunder. In addition, certified, true and exact pies of all
provided to the COUNTY, on a timely basis, if requested ol ties wily the lUNTY.not be canceledo'rI allowed toshall
contain a provision that coverages afforded underpthe C
expire until at least thirty (30) days prior written notice hs ben given awithen twenty-four (24) ho0u s after
UNTY.
CONSULTANT shall also notify the COUNTY, in a like manner
receipt, of any notices of expiration, cancellation,insure�nandewal noth no material thing contained ange in herein shallages or
relieve
limits received by CONSULTANT fromre ate
CONSULTANT of this requirement to providehere. In the underent of a reduction in the CONSULTANT shall immediatelylimit of any policy to be provided by CONSULTANT
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
ncef reqsuruirements
inhave combeen anceatisf tie edth r
that the insurance policy shown on the Certificate
requirements of this Agreement.
7. CONSULTANT shall require each of its subconsultants to procure to the and a ntain,lims until he
completion of the subconsultants services, insurance of the types and
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
its sole insurance coverages shall be authorized to
uired
herein, the COUNTY may terminate the Agreement o If
purchase such coverages and charge the CONSULTANT for such coverages purchased.
CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1 bE3
the COUNTY has the right to offset these costs from any
amount
CONSUdue OLTANT AThe COUNTY
NT under this
Agreement or any other agreement between the COUNTY and le
shall be under no obligation to purchase such insurance,
halllet beT e on bon for the
the
coverages purchased or the insurance company orcompanies
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.
ior
the
c If the
initial, or any subsequently issued Certificate of Insurance expires
pir reprmento the
completion of the services required COUNTY, triplicate, reenewal orrminati replacement Certificate(s) of
n of CONSULTANT shall furnish to the COUNTY
ies).
Insurance not later than three (3) business days after the renTY with such renewal certificate(s)of the
shall lic (deemed Faailure
material
breach by to CONSULTANTLe the COandUthe COUNTY may terminate the Agreement for cause.
breach by a
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? U Yes ❑ No
ned by the
Workers' Compensation and Employers' Liability Insurancehallingaged in thebe iwork under
CONSULTANT during the term of this Agreement for allemployees
this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance
shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability - The coverage must
include Employers' Liability with a
minimum limit of $1 000 000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11 . United States Longshoreman's and Harbor Worker's Act coverage sh Yes ❑al Nbo
maintained
where applicable to the completion of the work. Required by this Agreement?
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? D Yes 0 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? C Yes ❑ No
A. Commercial General Liability Insurance, written on
anot be limited to,n "occurrence" basis,
shall be
ry,
maintained by the CONSULTANT. Coverage will
) IL alb�ity for this Agreement, Independent
e, butProperty Damage, Personal Injury, Contractual
Contractors, Broad Form Property Damage including Completed Operationseted peratiions and Products
shalland
be
Completed Operations Coverage. Products and C p
Page 28 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.
1 6E3
maintained for a period of not less than five (5) years following
o g the f L ability csompletion
i not be and alesspthanethe
by
the COUNTY of the work under this Agreement. Limits
following:
Coverage shall have minimum limits of $1001 000 Per Occurrence,
$2,000,000 aggregate.
B. The General Aggregate Limit shall apply separatrely to his this Project
ement modifies policy shallhall
be endorsed using the following endorsement wording.
provided under the following: Commercial General b' ' to each of your projectsty Coverage Part. The eaway
neral
Aggregate Limit under LIMITS OF INSURANCE appliesseparately tentions
from premises owned by or rented to you." Applicable
self-insured retentiodnsecarried by thel
be the sole responsibility of CONSULTANT. Deductibles or
CONSULTANT shall be subject to the approval of the Risk Management Director or his/her
designee.
14. Collier County Board of County Commissioners,
B asthe Certificate Holde
r f County Commissioners
Cand
Collier County, OR, Collier County Government shall be listederal
included as an "Additional Insured" on the Insurance
non-contributory te for with rcial respectnto anyaother
bility
where required. The insurance shall be primary and the Contractor
insurance maintained by, or available for the benefit of, te ndthat al Insured ll subcontractors and
comply with
policy shall be endorsed accordingly. Contractor shall ensure
the same insurance requirements that the Contractor is required to meet.
T or
15.
Watercraft Liability coverage shall be carried by the COiabi tL ANimit shownhe
SUBCONSULTANT in limits of not less than the Commercial General Ly
in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? Li Yes DUI No
16. Aircraft Liability coverage shall be carried
ONULTANT or the
sf appl cable to the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence
completion of the Services under this Agreement.
Required by this Agreement? U Yes No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? U Yes Li No
Business Auto Liabilit : Coverage shall have Liabium lity andofDamageOLability. This
0 _Per
Occurrence, Combined Single Limit for Bodily Injury a d Property
shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? U Yes No
Page 29 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
t -
1 6E3
Technolo Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes 0 No
Cyber Insurance: Coverage shall have minimum limits of$
Per Occurrence.
20. UMBRELLA LIABILITY.
A. Umbrella Liability may be maintained as part of the liability insurance of the
CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial
Gener
al Liability, and Automobile Liability coverages required herein and shall include all
coverages on a "following form" basis.
B. The policy shall contain wording to the effect that, in he event will "drop d of the exhaustion
of an y ay
underlying limit due to the payment of claims, the Umbrellapolicy Y
primary insurance.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? IUI Yes ❑ No
A. Professional Liabilit Shall be maintained by the CONS TANT tos under this
ensure its
legal liability for claims arising out of the performance of professional
COUNTY as to any claims under
Agreement. CONSULTANT waives its right of recovery against
this insuran
ce. Such insurance shall have limits of not less than $ 1 000 000 each claim and
aggregate.
Anydeductible applicable to any claim shall be the sole responsibility of the
B. approval of the COUNTY.
CONSULTANT. Deductible amounts are subject to the period of not
his Project for a
C. The CONSULTANT shall continue ac'ce acceptance of theoverage for tProje t by the COUNTY.
less than five (5) years following completion and p
e policyretroactive date will always be prior to the date services were first
D. Th submit
d byCONSULTANT or the COUNTY, and the date willSULTANT shall promptly
the
performed thereafter. CO
term of this Agreement and for five years written notice to the COUNTY of any
Certificates of Insurance providing for an unqualifiedapplication of the aggregate limits
cancellation of coverage or reduction in limits, other than the app i COUNTY by certified mail,t limits
provision. In addition, CONSULTANT allnoti notices notify
expiration, cancellation, non-renewalevent
of or
twenty-four (24) hours after receipt, of any CONSULTANT from its insurer. In th
material change in coverages or limits received by limit of any policy, CONSULTANT
of more than a twenty percent (20%) reduction in the aggregateerTANT
limit reinstated to the full extent permitted
and
shall immediately take steps to have the aggregatesubmit a certified, true copy of the policy under such policy. CONSULTANT shall promptly the COUNTY.
any endorsements issued or to be issued on the policy if requested by
Page 30 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2
�,Yi
1 6 E
22. VALUABLE PAPERS INSURANCE.
In the sole discretion of the COUNTY, CONSULTANT may be required to purchase
valuable papers and records coverage for plans, spe
cifications, drawings, reports, maps, books,
blueprints, and other printed documents in an amount sufficiente term to
of this cover theAgreement.cost frecreating or
reconstructing valuable papers or records utilized during
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project
efforts jcprf en coopessional iaibilit with policy
THE'll
be purchased, then CONSULTANT agrees to use its be
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in Nte SU premium
of current ONSULTs oval
professional liability policy. If no credit is available from C on
policy underwriter, then CONSULTANT agrees to pursue the
ofmaxim o e1 credit
ayailablleon the
p yt policy).
any
next renewal policy, if a renewal occurs during the term
subsequent professional liability policies that renew during the term of the project p y).
q the CONSULTANT agrees that any such credit will fully accrue to ree to negotiate n ould good faith no da
it
accrue to the COUNTY, the COUNTY and CONSULTANT, gty insurance
credit on behalf of the COUNTY for the provision of t pelflinsp rofessional red retention a'nld the risk of
policy in consideration for a reduction in CONSULTANTs
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 u 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,
essio
CONSULTANT to be insured will be notified and the COUNTY
will pr
vide prof nsonal liability
insurance, naming CONSULTANT and its professional subco n
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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I this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, name)lorida
Statutes, BSSW Architects, Inc.
hereby certifies that wages, rates and other factual unit costs supporting the compensation for the
services of the CONSULTANT to be provided under the Professional Services Agreement,
concerning "Professional Services Library- Architectural Study, Planning and Design Category "
project is accurate, complete and current as of the time of contracting.
BY:
TITLE: TO-rc: 11704---
1.7t57
DATE: '�(�'
Page 32 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1 6E3
SCHEDULE E
Federal Contract Provisions and Assurances
Other: (Description)
9
• following this page (pages through )
U this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1 6E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES `
FEDERAL EMERGENCY
MANAGEMENT AGENCY
PUBLIC ASSISTANCE
project activityis funded in whole or in part by the Federal Government, r an AAgency
en y thereof. Federal
Thisw eqf t
Law requires that the Applicant's contracts relating to the project include P
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract(including a purchase order),
tees
Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees
g
to include in the subcontract that (i) the subcont �riss bound bountl by ail applicable state.and the terms of the eFederal laws
Subaward and Grant Agreement, (ii) the subcontracto
and regulations; and (i'ii)the subcontractor shall
pivision and SubRecip performan e of work underahis Agreement;to
allclaims of whatever nature arising out subco.nt actoaf the.
the extent allowed and required by law. and all
Specifically, the Contractor shall be responsible e r being following go�wledge ern ng regulations along wible and gth any and all
services:under this contract in accordance with
other relevant Federal, State, and local laws, regulations, codes and ordinances;
o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
o .44 C.F.R. Part 206
o The Robert T.Stafford Di a 5r Relief21 send Eand ageRelncy ssistar ti esAct, Public Law:93-
288, as amended,42`
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting, It is important
t agency may require the hat the contractor is are of the
reportingractor
requirements of the County, as the Federal or Stategranting
to provide certain information,documentation,and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records. (1) The contractor agrees to provide the County, the FEMA Administrator, the
ks,
Comptroller General of the United States, or any ctorf heir wh'cht are directlyrized representative's
pertinent'to this contract fooroth i
documents, papers, and records of the ConThe agrees to perms
purposes of making audits,examinations;excerpts,and transcriptions.(2) excerptsContractor ag ees o poring
any of the foregoing parties to reproduce by any means whatsoever or to copy
as reasonably needed. (3) The contractor agrees' site providepertaining o tA he work being o hiipiet d under
s authonied
representatives' access to construction or other work
the contract.
DHS Seal,Loge,and Flags:
The contractor shall not use the DHS
officials without specific FEMA pre-sa�PPgovalos, crests;or reproductions
of flags or likenesses of g
No Obligation by Federal Government:The Federal Government is not a partyto this contract and
of
is not
Ban in
subject to any obligations or liabilities to the non-Federal entity,contractor, or any other party p g
tO
any matter resulting from the contract.
Program Fraud and False or Fraudulenti . 'ees for False Claims and Statements) applies to the Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies
contractor's actions pertaining to this contract.
EXHIBIT t-1
S39
16E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
ndard
and
Energy Efficiency Standards: The contractor
in rees to comly With mandatory thestate enepgy conservationplanaSsued m o policies
relating to energY:eff ciency which are contained
with the Energy Policy and Conservation Act.
armina Should theyCperr be the Countyound to have fed to perform hia services in a may terminate said Agreement for auser
satisfactory to the County as per this Agreement, 30 day
the County may terminate this Agreement for convenience with a thirty(30) written notice, The
County shall be sole judge of non-performance. In the event
v that po thatrte ion of the County Agreement inates this
Agreearnedement,
Contractor's recovery against the County shall be limited
through the date of termination.The to any damages or not be any entitled profit on portions of the. services to any other or further recovery
st
the County, including; but not limited to, y
not performed.
Rights to Inventions,Made Under a Contract and the County wishes to enter into a contrac or Agreement: If the Federal award Meets t e withainition
small
of"funding agreement- under 37 CFR§401.2 OPerformancet smell
experim nrm o developmental,
organization
o aor research wok under that tutien of Parties;funding agreement"the County must comply
experimental, developmen _ , .
' the requirements of 37 CFR Part 401, "Rights to Invention Cooperativeti pAgr Omentsatiands end
any
with q
Small Business Firms Under Government Grants, Contracts and
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials(§2 0.322)(Over
$10,0 n0:(1)In the ere performancemateri of this are EPA
the Contractor shall make maximum useproductsy providingfor
designatedMlincitems unless thea product cannot be erformance scheduleu(ii)Mired eet g ontr) 'actperformancerequ requirements;or(iii)
a easo with the contract perform
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, Mtps e a• ovlsmmlcom rehensive-urocurement:guideline-coo
ro ram
ses of 2
.F.R.
Suspension and Debarment: (1)This contract is ul�ed to verify that'on for none oftheocontractor,its principals
2
t. 180
and 2 C.F.R. pt.3000.As such the contractor Is required
(defined at 2 C.F.R: § 180.99.5),or its affiliates(defined at 2 C.F.R.2180e o5) are excluded
(definedf with 2
§ 180.940) or disqualified (defined at 2 C.F.R. § 180.935) (2)
2
C.F.R.pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C en ers into must include
Tais reuirement
c lion is a comply
ma with
regulations in any lower tier covered transaction
erial
representation of fact relied upon by the County..If it is 3000,Iater subpaetermined that the rt C n addition to remediesr did no availablepo thin
h 2 C.F.R. pt.d 1al GovernmeCnt
and 2 pursue C.F.R. available remedies, including but not limited_to suspension
County, the Federal Ter may p comply .
subp rdebarment. (4)The bidder or Proposer grees to this offers valid and throughout rthe per d of any contracct
subpart C and.2 C.F;R:pt:3000,subpart C while
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring .
uch
compliance in its lower tier covered transactions.
Contracting fir sg with small and minority businesses,l all siness necessarysteps to assure elab&surplus
that minority
area firms §200.;321 (a) The Solicitor m wt,PnPver.aossibte. (b)
businesses,women's business enterprises,and labor surplus area firms'are used
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation fists;
(2)Assuring that small and minority businesses,and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I-2
16E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements,when economal►v feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules,
where the re^�+L*ei t permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, a aoaro I.P—itta, of such organizations as the. Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce;and
(6)Requiring the prime contractor,If subcontracts are to be let,to take the affirmative steps listed
In paragraphs (1)through (5)of this section:
Equal Employment Opportunity Clause (§60-1.4):a Except
as
osothe ise e providetdc in 41.underC 41 F C.F.R.§60-1,3
.F.R. Part
60, all contracts that meet the.definition of"fader
must include the equal opportunity clause provided under 41 C.F.R.§60-1.4.
During the performance of this contract, the contractor agrees as follows: because of
I. The contractor will not discriminate against any employee or applicant for employment
race, color, religion,sex; sexual orientation, gender identity, or national origin.The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
gender
to inert:,
during employment,national origin.
action shall include,but not be limited to the followingion, sex, sexual :Emp� y
identity,g national n,or Suchg� y
apprenticeship. The
upgrading,demotion,or transfer,recruitment,or recruitment advertising;layoff or termination;rates
of pay or other forms of compensation; and selection for training, including pP whip. for
contractormplm agrees etos poste in provided conspicuous
by the Pont actinglaces, ailable officer to
forth the provisions of this
employment; notices to be pr
nondiscrimination clause.
II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
contractor, state that all qualified applicants will receive consideration for employment without
the gender identity,or national origin.
regard to race, color, religion, sex,sexual orientation, to ee or
The contractor will not discharge or in any other emanner idisc has inquired against abouty:employee
discussed, or
III. licant.This
applicant for employment because:such employe
disclosed the compensation ppl of theInstances 'inlwh choyee oan r employee who has accicant or another ess to they compensation
provisionm shall not employees
other or applicants
ems loy es of
or such
appl cati�s to'i dividuals essential job
whonct dotons not
discloses the .compensation of such .o P
otherwise have access to such information, unless such disclosure is in response to a formal
rin
complaint charge;in furtherance of an Investigation,proceeding, earin, or
action,
duty luding an
furnh
investigation conducted by the employer, or is consistentwith
information.
sha
IV. The contractor will send to each rlabor r contract:or representative
notice to be provided by the
a
collective c bargainingtt �agreement advt o
agency contracting officer, advising the labor unione 19246 ofr5eptember 24v1865�and Shall post
i419 for employment.
ShallPost
e contractor's
commitments under section 202 of Executive Order
copies of the notice in conspicuous places available to employees and applicantsSeptember 24; 1965,
ive
rder 11246
V. nd of the rules,
ll comply and with (l relevant orders of therovisions of tSecrOetary of Labor. p
and of the regulations,
EXHIBIT I=3
1 6E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Vi, The contractor will furnish all information and reports by the Secretary of 11246, or
of
September 24, 1965, and by the rules, regulations, and orders o
pursuantcnd et Secrd will.permit for purposes of Investigation to ascertain compliance with suess IP. his boOkS, records, and adcounts by the ch
g
agency and the Secretary of Laborpurposes
rules,regulations, and orders.
contr
VII, In the event of the contractor's non-compliance with thisthe
contract dcriminabe can eled,tiOn clauses of thisminattract
or with any of such rules, regulations, ororders,
cor
ontracts
I in whole,ore part and
the
durecestractor may authoried in declared ineligible,for fyrther ExecutiveOrder 11246 of s pt mber 24,
contracts in accordance with ps1:.965, and such other sanctions may be !b p used and ton,ie order edhe provided In
of xec ioe'
Order 11246`of September 24, 1965, o y g
as.otherwise provided by law,
VIII. The contractor will include the provisions of paragraphs
orders of the Secretary of Labortissued
or
purchase order unless exempted by. rules, regulations,
pursuant to.section 204 of Executive Order 11246 of September 24, 1965,so that such provisions
will be binding upon each subcontractor or vendor.The contractor will take:such action with respect
to any subcontractor purchase order as may foe dr►rected by he noncampliance�protary vided, however that the
ns of
enforcing such provisions including sanctions
event the contractor becomes involved in,or is threatened with, litigation with a subcontractor or
vendor as a result of such direction,the contractor may request the United States to enter into such
►itigati.on to.protect the interests of the United States.
ere
Contract Work Hours and Safety Standards Ant op U.S.C.
000 tha$) (overt 10emp o0;000yrWh of
applicable, all contracts awarded by the:solicitor in s of $
mechanics or laborers must include a provision for compliance with 40 U.S..C. .3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
he
radt work
(1.) Overtime requirements.No contractor or
laborers osUbContractr mechanicsr ►contfor racting
qua a orrt of tpermittariy such
which may require or involve the employment . suoh work tO werk in excess of
laborert ur in mechanic.in ankwy workweek esssuch laborer or mechanic or she iS frlecev sncompensat n at a rate not less-
fhanhours n such workweek
than one;and one-half times the basic rate of pay for ail hours worked in excess of forty hours in such
work Neek.
(2) Violation; liability for unpaid rn►ng�$contrdactor and any subcontractor pespensibetlon the�efa the
r shall be
set forth in paragraph(1)of this sect a
liable for the unpaid wages. In addition, such c�t o�ractor the and
ct suofbcontractor
mba sha
o all be{lliiaabl to the Dnite
d
States (in the case of work done under contra shall bp
or tosuch territory),for liquidated cha is damages.
uding w tchmldated en and gu damages
ds5employed in violaf on with
of the respect
lause
each Individual laborer or meccas g each calendar day on paragraph
(1)� of this section, in the s h standard Workweek of forty which such
shout individual ent of
wasset eh i dOrper .
was required or'permitted to work in.excess of t e of this section.
the overtime wages required by the clause set forth in paragraph (1)
(3)
Withholding for unpaid wages and liquidated damages: The (write in the name of the Federal
agency or the loan or grant recipient)shall upon its own action or upon written requentonea$ �able on
oriTed
representative of the Department of Labor withhold aw►try such contract t or any other Federal
account of work performed by the contractor or subcontractor under
Wocontractkursi the same prime Act,which is held by the.s other ame prime contractory-assisted contract s such sums as may be
Work Hours and Safety Standards'Act,
determined to be necessary to satisfy any clause set forth in paragraph(2)of thisr actor for unpaid wages
and:liquidated damages as provided in the
n.
tXHIBIT i-4 r- Qc 1]�]
SS �' 42_
1 6E 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts.The contractor or subcontractorclaull sensert in anrequir rig the s bcontracicrs tosubcontracts the in #here
set ferth
in paragraph(1)through (4)of this section and also a
clauses in any lower tier subcontracts. The,prime contractor shall be responsible for yomplianc
(e bofy any
.
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1)
this
section."
Administrative, Contractual, or Legal disputes
Remedies nd(over $150,000):
matters Unless
ins question betweened in this
the local
contract, all claims; counter cla . p contract
government and the contractor,arising out of orn a relating
Floridain cohost of competent j breac
ch of it,will be decided
by arbitration,if the parties mutually agree,or
Clean Air Act and Federal Water Pollution Control Act: (over$150,000) (1)The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 et seq. ( )
The contractor agrees to comply with all applicable standards,
ol Act, as amended, 33 U.S.C.
1251 et regulations The ico tracto auant to the Federal Water agrees to report each v violation Pollutiono the County and understands and agrees
tat of Coo y The con g
that the County will,in turn,report each violation as qu Protection tAgenlcy Regional d Offi em()Eergency
The
Management Agency, and the appropriate Environmental
contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti-Lobbying Amendment(31 U..S.C.§.1352 (as eamended) ver $100 Each 000):tiCotractors,who
to who
apply or bid for an award of$100,000 or more shall file required orr organizatione
tier above that it will not and has not used Federal appropriated funds to pay any person
for influencing or attempting toinfluenceemployee
m lao officer
a member of Congressee of agency,connec on wit obta►n ng
officer or employee of Congress, or an p y
any Federal contract, grant,e or any s other takes place n connection with obtaining any Fedward covered by 31 U.S.C.§ 1352. Each tier eral al award.Such
close
any lobbying with non-Federal funds that
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory l Vendors crfmist Those who have been e or on the discriminatory vendorai t may not submit on the i
vendor list following:a conviction for a public y
a on a contract to provide aor res or pair of a publi ces to a P build ngublic tlor,pub{wo k,submit
may not submit bids on
with a public entityfor the constructionP
leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier,
subcontractor;or consultant under a contract with a public months from and the date of being business not transact with
ion the
public entity in excess of $25,000.00 for a period
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended. for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties deco records, datagree to of a einformattion deemely with Sction 20.055(5), idrida Statutes,
necessary to
for the inspector general to have access t any
carry.out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient ecorafter finalstrating its
iscompliance;with the terms of the Agreement for.a period of at least five (5) years
made:and shall allow theCounty,FDEM,or its designee's access to such records upon request.
EXHIBITI-5
Z4. , 11S 43
1 6E 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions,and Grant Clauses
Certification under this Agreement,a copy of the signed subcontract
If the vendor subcontracts any of the work requiredroyal. The vendor agrees to include In the
must be available to the Department for review prms of this Agreement, (ii) the subcontractor is
psubcontract that (1) the subcontractor is bound by the t
bound by all applicable state and federal lauds and regulations,whatever andtulre this sug outcontr ace suhall hold
dtthe
Department and Recipient harmless against all claims by law.The recipient shall
performancer's
of work under this Agreement, to the extent wn performinged and required
its dwork under this agreement.he
.
document in the quarterly report the subcontractor progress
For each subcontract,the Recipient shall pro d Sectionwritten
statement Fla.oSt the
Department as to whether
subcontractor is a minority vendor as defined
On behalf of my firm, I acknowledge,the grant requirements identified in this document.
BSSW Architects, Inc.
Vendor/Contractor Name
Date May 9,2019
Authorized Signature
Daniel A, Summers, AIA, President
EXHIBIT 1-6
1 6E 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDING DEBARMENT, SUSPENSION,INELIGIBILITY
and VOLUNTARY.EXCLUSION
Contractor Covered Transactions
ssion
(t) The prospective subcontractor of
u dteba�rled, suspenCounty,ded,�proposedfor'debarmen of lt,
document, that neither it nor its principals is presently
declared Ineligible, or voluntarily excluded from participation In this transaction by any Federal department
or agency.
(2) Where.the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective
contract shall attach an explanation to this form.
CONTRACTOR
BSSW
Architects, Inc.
Inc.
By:
Signature
Daniel A. Summers, AIA, President
Name and Title
949 Central Avenue
Street Address
Naples FL 34102
City, State,Zip.
83-347-5184
DUNS Number
Sub-Recipient.Name: Collier County Board of County Commissioners
EXHIBIT I-7
45
14NIIICIISI C 1\\
16E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT
Status-will be verified. Um:err'abie statuses will require the PRIME to either praivde a revised statement or prmide source documentation that validates a
status.
A. PRIME VENDOR/CONTRACTOR INFORMATION
PRIME NAME PRIME FEsD HUM;}ER CONTRACT DOLLAR AMOUNT
BSSW Architects, Inc. 65-0159555
IS THE PRIME AFLORIDA-CERTIREDDISADVANTAGED. VETERAN Y CD LS THE ACTIVITY OF THIS CONTRACi_
MIHORf7YOR WOMEN BUSINESS ENTERPRISE? DBE? Y CID CONSTRUCTION? Y N
(DbE/MgN/eE) OR HAVE AS+6IALLDISADVANTAGED ? Y N
BUn?JEssRACERTIFICATIOU FROM THE SMALL BUSIN:ESS AT MBE? Y' (Q CONSULTATION?
Y N
ADMINISTRATION? A SERVICE WAILED VETErtAtI? WIE• Y
SOB BA? Y
ISTHiS SUBMISSION AREVISION? Y N :FYES,RE'JS1ONNUMBER
•
B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL
BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION
DBE MAYBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT
DOLLARS
yETERAFJ
NAME SPECIALTY (See Below) DOLLAR AMOUNT
WBE TKW Consulting Engineers Structural
Veteran Dave Jones&Assoc. Landscape
WBE Goetz&Stropes Landscape
TOTALS:
C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR
NAME OF SUBMITTED
DATE TITLE OF SU&MITTER
Daniel A.Summers May 9, 2019 President
EMAIL ADORFS4 OF PRIME(SUBM ITTER)
TELEPHONE NUMBER FAX NUMBER
daniels@bsswarchitects.com 239/643-3103 239/275-5356
NOTE:This information is used to track and report anticipated OBE or MBE participation in federally-funded contracts.The anticipated OBE or
MBE amount is voluntary and will not become part of the contractual terms_ This form must be submitted at time of response to a
Solicitation. rt and when awarded a County contract,the prime will be asked to update the information for the grant compliance
ETHNKfl " :. • ..CODE..,
Black American BA
Hispanic American HA
Native American NA
Subcont Asian American SAA
Asian-Pacific American APA
Non-Minority women NMW
Other:not of any otter group tided 0
D.SECTION TO BE COMPLETED BY COWER COUNTY GRANT PRORAM/CONTRACT
DEPARTMENT NAME COWER CONTRACT P IIFB/PFP or PO/PLO)
OATR
ACCEPTED BY:. •
EXHIBIT I-8
%1bt:BSSVV 46.
1 6E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
(To be submitted with each bid or offer exceeding$100.0001
The undersigned [Contractor] certifies,to the best of his or her knowledge,that:
1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment,or modification of any Federal contract, grant,
loan,or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency; a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying,"in accordance with its instructions.
3.The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements)and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite.for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C.§3801 et
seq., apply to this certification and disclosure, if any.
BSSW Architects, Inc.
Contractor(Firm Name)
Signature of Contractor's Authorized Official
Daniel A. Summers,AIA, President
Name and Title of Contractor's Authorized Official
May 9, 2019
D ate
EXHIBIT I-9
OtillISSVV 47
i.%1
I 6E3
Exhibit "B"
Bill of Sale, Assignment and Assumption Agreement
TO FOLLOW THIS PAGE
Page 5 of 6 cAU
Agreement No. 18-7432-AR,
"Professional Services Library Architectural Study,Planning and Design Category,"
1 6E3
Execution Version
BILL OF SALE,ASSIGNMENT AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Bill
of Sale"), dated as of December 5, 2023 (the "Closing Date") and effective as of 12:01 a.m.,
Eastern time, on the Closing Date (the "Effective Time"), is entered into between Grace Herbert
Curtis Architects, LLC, a Louisiana limited liability company ("Purchaser"), and BSSW
Architects, Inc., a Florida corporation ("Seller").
WITNESSETH:
WHEREAS, Purchaser and Seller have entered into that certain Asset Purchase
Agreement dated as of the Closing Date (the "Purchase Agreement"), pursuant to which Seller
has agreed to convey, transfer, assign and deliver the Acquired Assets to Purchaser, and
Purchaser has agreed to acquire the Acquired Assets from Seller and assume the Assumed
Liabilities; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Purchase Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Assignment and Transfer of the Acquired Assets. Effective as of the Effective
Time, pursuant to the terms and conditions of the Purchase Agreement, Seller hereby sells,
transfers, assigns, and delivers to Purchaser, free and clear of all Liens other than Permitted
Liens, and Purchaser hereby accepts and acquires, all of Seller's right, title and interest in and to
the Acquired Assets as set forth in Section 1.1 of the Purchase Agreement.
2. Assumption of Obligations. Effective as of the Effective Time, Purchaser
hereby accepts and assumes ONLY the Assumed Liabilities as set forth in, and subject to the
terms and conditions of, Section 1.4 of the Purchase Agreement.
3. Conflict. Notwithstanding anything to the contrary contained herein, the terms of
this Bill of Sale are subject to the terms, conditions and limitations set forth in the Purchase
Agreement, and nothing contained in this Bill of Sale will be deemed to supersede, modify, limit
or amend any of the rights, duties or obligations of Purchaser or Seller under the Purchase
Agreement, this Bill of Sale being intended only to further effect the transfer of the Acquired
Assets to Purchaser and the assumption of the Assumed Liabilities by Purchaser, as
contemplated by the Purchase Agreement. In the event of any conflict or inconsistency between
the terms of this Bill of Sale and the Purchase Agreement, the terms of the Purchase Agreement
shall govern.
4. Governing Law and Incorporated Provisions. This Agreement will be
governed by and construed and enforced in accordance with the internal laws of the State of
Delaware without reference to its choice of law rules. This Agreement may not be amended,
modified or supplemented except by written agreement executed and delivered by all of the
Parties. The provisions of Section 8.1 (Notices), Section 8.2 (Recitals, Schedules and Exhibits),
1
#101793027v3
I 6E3
Section 8.3 (Assignment; Successors in Interest); Section 8.7 (Consent to Jurisdiction; Waiver of
Jury Trial), Section 8.8 (Severability), Section 8.9 (Counterparts), Section 8.10 (No Third-Party
Beneficiaries), Section 8.11 (Waiver), Section 8.12 (Entire Agreement), Section 8.14
(Transaction Costs; Attorneys' Fees and Costs), Section 8.18 (Specific Performance) and Section
8.19 (Construction) of the Purchase Agreement are expressly incorporated herein by reference.
[Signatures Appear on the Following Page]
2
#101793027v3
1 6E3
IN WITNESS WHEREOF,each of the parties has caused this Bill of Sale to be executed
to be effective as of the Effective Time.
PURCHASER:
GRACE HEBERT CURTIS ARCHITECTS,LLC
By •_ era d D.Hebert,II
Name
Ti :President
SELLER:
BSSW ARCHITECTS,INC.
By:
Name: Daniel A.Summers
Title: President
[Signature Page to Bill of Sale,Assignment and Assumption Agreement]
1 6E3
IN WITNESS WHEREOF, each of the parties has caused this Bill of Sale to be executed
to be effective as of the Effective Time.
PURCHASER:
GRACE HEBERT CURTIS ARCHITECTS,LLC
By:
Name: Gerald D.Hebert,II
Title:President
SELLER:
BSSW ARCHITECTS,INC.
By:
Name:Daniel A. Summers
Title:President
[Signature Page to Bill of Sale,Assignment and Assumption Agreement]
I bE3
Exhibit "C"
EXHIBIT I: FEDERAL CONTRACT PROVISIONS AND ASSURANCES
TO FOLLOW THIS PAGE
Page 6 of 6
Agreement No. 18-7432-AR, CAO
"Professional Services Library Architectural Study,Planning and Design Category,"
1 6E3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES _
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
The supplemental conditions contained in this section are intended to cooperate with, to supplement, and
to modify the general conditions and other specifications. In cases of disagreement with any other section
of this contract,the Supplemental Conditions shall govern.This is an acknowledgement that FEMA financial
assistance will be used to fund all or a portion of the contract.
Pursuant uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is
an entity that receives a Contract/Purchase Order.
Compliance with Federal Law, Regulations and Executive Orders: The Sub-Recipient(County)agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with all applicable
Federal law, regulations, executive orders, FEMA policies, procedures, and directives.
0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
O 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide
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Access to Records: The contractor agrees to provide the County, the Florida Department of Emergency
Management, the FEMA Administrator, the Comptroller General of the United States, or any of their
authorized representative's access to any books, documents, papers, and records of the Contractor which
are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and
transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to
provide the FEMA Administrator or his authorized representatives' access to construction or other work
sites pertaining to the work being completed under the contract. (4) In compliance with section 1225 of the
Disaster Recovery Act of 2018, the County and the Contractor acknowledge and agree that no language in
this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller
General of the United States.
Affirmative Socioeconomic Steps: If subcontracts are to be let, the prime contractor is required to take
all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5)to ensure that small and minority businesses,
women's business enterprises, and labor surplus area firms are used when possible.
Changes: To be allowable under a FEMA grant or cooperative agreement award, the cost of any contract
change, modification, amendment, addendum, change order, or constructive change must be necessary,
allowable, allocable, within the scope of the grant or cooperative agreement, reasonable for the scope of
work, and otherwise allowable.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval. The contractor shall
include this provision in any subcontracts.
Domestic Preference for Procurements: As appropriate and to the extent consistent with law, the non-
Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for
the purchase, acquisition, or use of goods, products, or materials produced in the United States (including
but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of
this section must be included in all subawards including all contracts and purchase orders for work or
products under this award.
For purposes of this section: "Produced in the United States" means, for iron and steel products, that all
manufacturing processes, from the initial melting stage through the application of coatings, occurred in the
United States. "Manufactured products" means items and construction materials composed in whole or in
part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl
chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
License and Delivery of Works Subject to Copyright and Data Rights: The Contractor grants to the
County, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the
performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works,
distribute copies to the public, and perform publicly and display publicly such data. For data required by
the contract but not first produced in the performance of this contract, the Contractor will identify such data
and grant to the County or acquires on its behalf a license of the same scope as for data first produced in
the performance of this contract. Data, as used herein, shall include any work subject to copyright under
17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music,
choreography, pictures or images, graphics, sculptures,videos, motion pictures or other audiovisual works,
sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the
Contractor will deliver to the County data first produced in the performance of this contract and data
required by the contract but not first produced in the performance of this contract in formats acceptable by
the County.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
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Prohibition on Covered Telecommunications Equipment or Services:
(a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered
telecommunications equipment or services; interconnection arrangements; roaming; substantial or
essential component; and telecommunications equipment or services have the meaning as defined in
FEMA Policy, #405-143-1 Prohibitions on Expending FEMA Award Funds forcovered
Telecommunications Equipment or Services As used in this clause—
(b) Prohibitions.
(1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year2019, Pub. L.
No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020,
from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain
telecommunications products or from certain entities for national security reasons.
(2) Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may
not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency
Management Agency to:
(i) Procure or obtain any equipment, system, or service that uses covered telecommunications
equipment or services as a substantial or essential component of any system, or as critical technology
of any system;
(ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that
uses covered telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology of any system;
(iii) Enter into, extend, or renew contracts with entities that use covered telecommunications equipment
or services as a substantial or essential component of any system, or as critical technology as part of
any system; or
(iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument,
any equipment, system, or service that uses covered telecommunications equipment or services as a
substantial or essential component of any system, or as critical technology as part of any system.
(c) Exceptions.
(1)This clause does not prohibit contractors from providing—(i). A service that connects to the facilities of
a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii). Telecommunications
equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that
such equipment transmits or otherwise handles.
(2) By necessary implication and regulation, the prohibitions also do not apply to: (i). Covered
telecommunications equipment or services that: i. Are not used as a substantial or essential component of
any system; and ii. Are not used as critical technology of any system. (ii). Other telecommunications
equipment or services that are not considered covered telecommunications equipment or services.
(d)Reporting requirement.
(1) In the event the contractor identifies covered telecommunications equipment or services used as a
substantial or essential component of any system, or as critical technology as part of any system, during
contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other
source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or
subrecipient, unless elsewhere in this contract are established procedures for reporting the information.
(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause: (i)
Within one business day from the date of such identification or notification: The contract number; the order
number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial
and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer
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number, manufacturer part number, or wholesaler number); item description; and any readily available
information about mitigation actions undertaken or recommended. (ii)Within 10 business days of submitting
the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation
actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to
prevent use or submission of covered telecommunications equipment or services, and any additional efforts
that will be incorporated to prevent future use or submission of covered telecommunications equipment or
services.
(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph(e), in
all subcontracts and other contractual instruments.
Program Fraud and False or Fraudulent Statements or Related Acts: The Contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
Rights to Inventions Made Under a Contract or Agreement: Exempt from FEMA Public Assistance
Funding
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Procurement of Recovered Materials (§200.323) (Over $10,000): In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA-
designated items unless the product cannot be acquired— Competitively within a timeframe providing for
compliance with the contract performance schedule; Meeting contract performance requirements; or At a
reasonable price. Information about this requirement, along with the list of EPA-designated items, is
available at EPA's Comprehensive Procurement Guidelines webpage:
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid
Waste Disposal Act.
Termination for Cause and Convenience(over$10,000): See Standard Purchase Order and/or Contract
Terms and Conditions
Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer
or employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any
lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
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Contractors must sign and submit a certification to the County with each bid or offer exceeding $100,000.
See Certifications and Assurances and the end of this document.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District or
to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set
forth in paragraph (1) of this section, in the sum of$27 for each calendar day on which such individual was
required or permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The County or FEMA shall upon its own
action or upon written request of an authorized representative of the Department of Labor withhold or cause
to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor
under any such contract or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph (2)of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
For contracts that are only subject to Contract Work Hours and Safety Standards Act and are not subject
to the other statutes in 29 C.F.R. § 5.1 "Further Compliance with the Contract Work Hours and Safety
Standards Act.
(1) The contractor or subcontractor shall maintain payrolls and basic payroll records during the course of
the work and shall preserve them for a period of three years from the completion of the contract for all
laborers and mechanics, including guards and watchmen, working on the contract. Such records shall
contain the name and address of each such employee, social security number, correct classifications,
hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages
paid.
(2)Records to be maintained under this provision shall be made available by the contractor or subcontractor
for inspection, copying, or transcription by authorized representatives of the Department of Homeland
Security, the Federal Emergency Management Agency, and the Department of Labor, and the contractor
or subcontractor will permit such representatives to interview employees during working hours on the job.
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Clean Air Act (over $150,000): 1. The contractor agrees to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act, as amended,42 U.S.C. §7401 et seq. 2.The contractor
agrees to report each violation to the County and understands and agrees that the County will, in turn,
report each violation as required to assure notification to the Federal Emergency Management Agency, and
the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include
these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal
assistance provided by FEMA.
Federal Water Pollution Control Act (over $150,000): 1. The contractor agrees to comply with all
applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq. 2. The contractor agrees to report each violation to the County and
understands and agrees that the County will, in turn, report each violation as required to assure notification
to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
Administrative, Contractual, or Legal Remedies (over $250,000): Unless otherwise provided in this
contract, all claims, counter-claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
CONSTRUCTION ACTIVITIES
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4.
During the performance of this contract, the contractor agrees as follows:
(1)The contractor will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during employment without
regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action
shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for employment,
notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment without regard to
race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3)The contractor will not discharge or in any other manner discriminate against any employee or applicant
for employment because such employee or applicant has inquired about, discussed, or disclosed the
compensation of the employee or applicant or another employee or applicant. This provision shall not apply
to instances in which an employee who has access to the compensation information of other employees or
applicants as a part of such employee's essential job functions discloses the compensation of such other
employees or applicants to individuals who do not otherwise have access to such information, unless such
disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding,
hearing, or action, including an investigation conducted by the employer, or is consistent with the
contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be provided advising the said labor
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union or workers' representatives of the contractor's commitments under this section, and shall post copies
of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will
permit access to his books, records, and accounts by the administering agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with
any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in
whole or in part an the contractor may be declared ineligible for further Government contracts or federally
assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the
provisions of paragraphs (1)through (8) in every subcontract or purchase order unless exempted by rules,
regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any subcontract or purchase order as the administering
agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with
a subcontractor or vendor as a result of such direction by the administering agency, the contractor may
request the United States to enter into such litigation to protect the interests of the United States.
Davis Bacon Act: Exempt under FEMA Public Assistance Funding
Copeland Anti-Kickback Act: Exempt under FEMA Public Assistance Funding
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Compliance with Federal Law, Regulations, And Executive Orders
and Acknowledgement of Federal Funding
Certification
This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the
contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA
policies, procedures, and directives.
If the Contractor subcontracts any of the work required under this Agreement, a copy of the signed
subcontract must be available to the County for review and approval. The Contractor agrees to include in
the subcontract that(1)the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (Hi) the subcontractor shall hold the
County and the Grantor Agency harmless against all claims of whatever nature arising out of the
subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The
County may document in the quarterly report the Contractor's progress in performing its work under this
agreement.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name Grace Hebert Curtis Architects, LLC
Date 2/5/2024
Authorized Signature
Gerald D {ebert, II, President/CEO
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CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub-recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective
contract shall attach an explanation to this form.
CONTRACTOR
Grace Hebert Curtis Architects, LLC
By:
Sig7ttire
Gerald D. Hebert, II, President/CEO
Name and Title
501 Government Street, Suite 200
Street Address
Baton Rouge, LA 708(.)2
City, State, Zip
NMLSMBMZDE25
UEI Unique Entity Identifier(for SAM.gov verification)
2/5/2024
Date
Sub-Recipient Name: Collier County Board of County Commissioners
DEM Contract Number: TBD
FEMA Project Number: TBD
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COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT
status swill be verified. Unveafable statuses will require the PR ME To either prciicde a resided statement or provide source documentation that validates a
status.
A. PRIME VENDOR/CONTRACTOR INFORMATION
PRIME NAME PRUE FED NUFolif ER CONTRACT DOLLAR AMOUNT
Grace Hebert Curtis Architects, LLC 88-3891126
IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN Y 1.5 THE ACTIVITY OF THS CONTRACT.,
MINI:11;471DR WOMEN BUSINESS ENTERPRISE? DBE? Y CONSTRUCTION?
i:D5E/MBLE1WBEI OR HAVE A SMALL DISADVANTAGED
BUSINESS TA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y CONSULTATIoN? <1br N
ADMINISTRATION? A SERVICE DISABLED VETERAN? WEIE? V h OTHER?
5D3 powectorN
TI-IS SUBMISSION A REVISION' Vq?4,2 IF YES,REV:SIGN NUMBER
B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL
BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION
DBE IM/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORX OR MN AMITY CODE SUB/SUPPLIER PERCENT OF CONTRACT
VETERAN NAME SPECIALTY See Below) DOLLAR AMOUNT DOUARS
TOTALS:
C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR
NAME OF SUBMITTER DATE TITLE OF SUBMITTER
Caitlin Burcham 2/5/2024 Contract Specialist
EMAIL ADDRESS OF PRIME(5 UB MrTTER) TELEPHONE NUMBER FAX NUMBER
cburchain@ghc-arch.com (225) 338-5569 (225) 208-1378
NOTE: This information is used to track and report anticipated DBE Cr MBE participation in federally-funded contracts. The anticipated DBE or
MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a
solicitation. if and when awarded a County contraot,the prime will be asked to update the information for the grant compliance files.
ETHNICITY CODE
Black American BA
Hispanic American HA
Native American NA
Subcont.Asian American SAA
Asian-Pacific American APA
Non-Minority Women NMW
Other:not of any other group listed
D. SECTION TO BE COMPLETED BY COLLIER COUNTY
DEPARTMENT NAME COLLIER CONTRACT I Fir!RFP or PO/RE 0) GRANT PROGRAM/CONTRACT
ACCEPTED BY: DATE
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LOBBYING CERTIFICATION
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et
seq., apply to this certification and disclosure, if any.
Grace Hebert Curtis Architects, LLC
Contractor (Firm Name)
Signatuof Contractor's Authorized Official
Gerald D. Hebert, II, President/CEO
Name and Title of Contractor's Authorized Official
2/5/2024
Date
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