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#18-7432-UP, 18-7432-UC, 18-7432-RB, 18-7432-EV, 18-7432-CE (Stantec Consulting Services INC) ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 10 of 3H-1-e l b e a , 2024 by and between Stantec Consulting Services Inc. "Stantec"and Collier County, a political subdivision of the State of Florida ("County"), (collectively the "Parties"). WHEREAS, on February 25, 2020 (Agenda Item No. 16.E.7.), the County awarded Agreement No. 18-7432-CE, "Professional Services Library Civil Engineering Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-1" ("Agreement No. 18-7432- CE"); and WHEREAS, on April 28, 2020 (Agenda Item No. 16.E.8.), the County awarded Agreement No. 18-7432-UP,"Professional Services Library Utility Plants Design and Engineering Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-2" ("Agreement No. 18-7432-UP"); and WHEREAS, on April 28, 2020 (Agenda Item No. 16.E.6.), the County awarded Agreement No. 18-7432-UC, "Professional Services Library Utility Collection & Distribution Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-3" ("Agreement No. 18-7432-UC"); and WHEREAS,on July 14,2020(Agenda Item No. 16.E.9.),the County awarded Agreement No. 18-7432-EV, "Professional Services Library Environmental Engineering Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-4" ("Agreement No. 18-7432- EV"); and WHEREAS, on September 22, 2020 (Agenda Item No. 16.E.9.), the County awarded Agreement No. 18-7432-RB, "Professional Services Library Road & Bridge Study, Planning and Design Category," to Cardno, Inc. ("Cardno"), which is attached hereto as Exhibit "A-5" ("Agreement No. 18-7432-RB"); and WHEREAS, on December 30, 2022, Cardno, a Delaware corporation, was converted to Cardno Consulting, LLC ("CCLLC"), a Delaware limited liability company; and WHEREAS, on March 1, 2023, Cardno filed an application for withdrawal to transact business in Florida, and on March 1, 2023 filed an application under CCLLC for authorization to transact business in Florida under the same FEI/EIN Number; and WHEREAS, on January 1, 2023, CCLLC and Stantec entered into an Asset Purchase Agreement (the "Purchase Agreement") whereby Stantec acquired CCLLC's right, title and interest in and to the purchased assets as set forth in that Purchase Agreement, attached hereto as Exhibit "B;" and Page 1 of 11 Assumption Agreement Agreement Nos. 18-7432-CE, -UP,-UC, -EV, -RB, c'90 WHEREAS, Stantec, hereby represents to Collier County that by virtue of the Purchase Agreement it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize Stantec's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement,and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged by the Parties, it is agreed as follows: 1. Stantec accepts and assumes all rights, duties, benefits, and obligations of Cardno under the Agreement, including all existing and future obligations to perform under the Agreements. 2. The Parties hereby reaffirm and ratify each of the terms and conditions in the Agreement. 3. Stantec will promptly deliver to County evidence of insurance consistent with the requirement of the Agreement. 4. Stantec will promptly notify the County of any changes required to Key Personnel or Qualified License Professional identified in the Agreement. 5. Further supplements to, or modifications of, the Agreement shall be approved in writing by both Parties. 6. Notices required under the Agreement to be sent to Stantec shall be directed to: Stantec Consulting Services Inc. 4400 140th Ave N, Suite 160 Clearwater FL 33762 Attention: Doug Stoker, Senior Principal Phone: 727-431-1550 Email: douglas.stoker@stantec.com 7. The County hereby consents to Stantec's assumption of the Agreement in order to continue the services provided under Agreement. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Stantec as it would have Cardno for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. Page 2 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP, -UC, -EV,-RB, S 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: _ , Deputy Clerk Chris , C airman Approved as to Form andIegality: Car eanne Sanseverino, A stant County Attorney Page 3 of 10 Assumption Agreement Agreement Nos. 18-7432-CE, -UP, -UC, -EV, -RB, CA,, Company's Witnesses: Stantcc Consulting Services, Inc. Fir Witt ss nature JJ4 vt 1f r Douglas Stoker, PE, Senior Principal 'I` Type/print witness name 'I` 'I` Type/print name and title T "----74.44, A.4 _ Second Witness "ritomi4-5 F gu,et4 T Type/print witness name T Page 4 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP, -UC, -EV, -RB, Exhibit "A-1" Agreement No. 18-7432-CE TO FOLLOW THIS PAGE Page 5 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP, -UC, -EV,-RB, CAO PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) • CCNA NO14.-C NA Contract# 18-7432-CE for "Professional Services Library Civil Engineering Category THIS AGREEMENT is made and entered into this 09`7 day of if ta"\.k , 20 by and between the Board of County Commissioners for Collier County, Florida.? a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc. authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300, Lone Tree, CO 80124 (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 I■] 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 I■I WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners. • Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. n (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category,the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they.are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation.A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CM) 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CA�� 1.12. The CONSULTANT designates Douglas Stoker, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS'QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public ( agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge Page 5 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.l CAO the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented,derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way-ROW, centerlines-CL, edge-of-pavement-EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l ICAO 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 be any) set forth in the Work Order to perform the Services to providedby CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ( Schedule ) for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. Page e7o of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l CAO 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional one (1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 C;AO 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. 0 Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes,tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 (Ac) consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will Survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statutes. Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l i 1 .!i) ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 11 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CA(', ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT's acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. Page 13 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CM) 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. ❑� CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any Page 14 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.I additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Director: Sandra Herrera Division Name: Procurement Services Division Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: (239) 252-2667 E-Mail(s): Evelyn.Colon@colliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.1 CA 0 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Cardno, Inc. Address: 1821 Victoria Ave. Fort Myers, FL 33901 Authorized Agent: Douglas Stoker, VP Attention Name & Title: Telephone: (239) 337-3330 E-Mail(s): Doug.Stoker@cardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.I ID) ( 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432-CE , including all Attachment(s), Exhibit(s) and Addendum/ Consultant's Proposal 17.10. Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (MI ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. LI At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. Page 17 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 rt".(-) ti._ ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page 19 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Courts & Comptroller )(1-V rl el By 11 : I „ v..k, ) i—, By: ' ) Burt L. Saunders ',-)'‘) Date: 1 , '‘ .,, 1 i \ , — ) t..-c; , Chairman . i Attest as to Chairman'S 1 , signature only, A. a ee to F a d gality:baak--1 County Attorney (44 tt te7re 44 L Name Consultant: Cardno, Inc. Consultant's Witnesses: By: Witness ( k,/ r ,,, Irdo I.>r tick na-C-1-T• tly- A,,,,,3.4/L5 3 "4 lei.i , (e-- /,,c,e-,/e-4 / 'Name and Titl , Name aniTitle -e---7 Witness 1 TH00401 13,1t,t0 Pkvizr R147.06,vcie._ ( Name and Title Page 20 of 33 PSA Fixed Term Continuing Contract 2017 009 Ve,1 S. 5F1 ', op SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above,this Work Order is assigned to:Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): :Negotiated Lump Sum (NLS) DLump Sum Plus Reimbursable Costs(LS+RC) Time &Material (T&M) (established hourly rate—Schedule A) OCost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director Date APPROVED BY: type name,Department Head Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Finn has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name&Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 j3 �,O C• SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services'it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT'S good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1 .3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"[aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANTS 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. n Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. Page 23 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 iCit(? B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may u include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. 5.3.3.4. Permit Fees required by the Project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.3.7. Other items on request and approved in writing by the COUNTY. 5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 (h() SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist $149 GIS Specialist $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew - 2 man $152 Survey Crew - 3 man $185 Survey Crew - 4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular .project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. ■ Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required II by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute { approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such.costs within thirty (30) days after demand, Page 27 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.l the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? (� Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? D Yes No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes n No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? n Yes I I No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Page 28 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $ 2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? fl Yes n No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes C No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? 0 Yes ❑ No Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Fi Yes • No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 Technology 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 General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? NI Yes ❑ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. Page 30 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.1 l / 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. • 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 C this schedule is applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Cardno, Inc. (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services Library Civil Engineering Category "project is accurate, complete and current as of the time of contracting. BY: TILE: e;///e' i 's1e" 4-',. ` f DATE: e ' 'r.> Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) Li following this page (pages through 9 ) ❑ this schedule is not applicable Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 t 1(i EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government,or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information,documentation,and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations,excerpts, and transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo,and Flags:The contractor shall not use the OHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. EXHIBIT I-1 Of EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials(§200.322) (Over$10,000): (1)In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii)Meeting contract performance requirements; or(iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa,gov/smm/comprehensive-procurement-quideline-cpq- program Suspension and Debarment: (1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates(defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2)The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R.pt. 3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Contracting with small and minority businesses,women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses,women's business enterprises,and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I-2 a) EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6)Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs(1)through (5) of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4. During the performance of this contract,the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity,or national origin.Such action shall include,but not be limited to the following:Employment, upgrading,demotion,or transfer, recruitment,or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965; of the Secretaryof Labor. therule s, regulations, and rele vant orders andof EXHIBIT I-3 CAC) EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United ry, to such District States (in the case of wor k done under con tract t forth the District of Columbia or a territory, or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. EXHIBIT I-4 %'af1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through (4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over$150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn,report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. EXHIBIT I-5 CA() Collier County Solicitation 18-7432-CE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions,and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm, I acknowledge, the grant requirements identified in this document. Cardno, Inc. Vendor/Contractor Name Date Authorized Signature EXHIBIT I-6 11/7/2018 12:57 PM P.36 EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT,SUSPENSION,INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (1) The prospective subcontractor of the Sub-recipient, Collier County, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective contract shall attach an explanation to this form. CONTRACTOR Cardno, Inc. By: Signature Steven P. Howarth, PE - Vice President Name and Title 380 Park Place Boulevard, Suite 300 Street Address Clearwater, FL 33759 City, State,Zip 07-839-1683 DUNS Number is Sub-Recipient Name: Collier County Board of County Commissioners EXHIBIT I-7 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Urwerifab(e statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates status, A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FEED NUMBER CONTRACT DOLLAR AMOUNT Cardno,Inc. 45-2663666 IS THE{MIME A FLORIDA-CERTIFIED DISADVANTAGED, ER ,I y ® S THE ACTIVITY OF THIS CONTRACT_ MINORITY ORVIOMENBUSINESSENTERPRISE? DBE? Y ® CONSTRUCTION? Y (DBER.1SE/WBE)OR HAVE A SMALL DISADVANTAGED MBA Y ® CONSULTATION? N BUSINESS EA CERTIFICATION FROM THE SMALL BUSINESS ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE7 Y ® OTHER? Y N SOB BA? Y IS THIS SUBMI5510LI A REVISION? Y © IF YES,REVISION NUMBER B. ll PBiIVII:liAS SUBCONTRACTOR OR SIIPPUER WHO IS AO%SADVANTAGED MINORITY,WOMEN OWNED,SMALL BUSINESS CONCERN ORSERVICEINSABLED VETERAN,PRIME IS TO CO1VIPIETE THIS NEXT SECTION DBE MANDE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below] DOLLAR AMOLRIT DOLLARS TOTALS: C. SECTION TO BECOMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITIER Jason Yam 01/17/2020 Roadway Pratice Group Leader EMAILADORESS OF PRIME)SUBMITTER) TELEPHONE NUMBER FAX NUMBER Jason.Yam@Cardno.com (727)431-1617 NOTE:This Information is used to trade and report anticipated DBE or MaE participation Irt federalt-funded untracts.The anticipated DBE or MBE amount Is voluntary and will not become part of the contractual terms.This farm must be submitted attune of response to a solicitation,if and when awarded a County contract,the prime WWU be asked to update theinfotinatlon for the grant compliance files. ETHNICITY. CODE. . Blade American BA Hispanic American HA Native American NA Subcont.Asian American 5AA Asian-Pacific American APA Nan-Minorlt?Women NMW Other:not of any other group listed o D.SECTION TO BE COMPLETED BY COWER COUNTY • DEPART7.IENTNAME COLLIER CONTRACT a(IFB/RFPorPO/PEQ) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT I-8 • EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION (To be submitted with each bid or offer exceeding$100,000) The undersigned[Contractor] certifies,to the best of his or her knowledge,that: 1.No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to Influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2, If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3.The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. { This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. §3801 et seq., apply to this certification and disclosure, if any. Cardno, Inc. Contractor irm Name) /4 A/ Signa ure of Contractor's Authorized Official Steven P.Howarth,PE - Vice President Name and Title of Contractor's Authorized Official January 16,2020 Date EXHIBIT I-9 CA A Ra DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE ! 02,10/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on c this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s). m c PRODUCER CONTACT N Aon Risk Services southwest, Inc, AMM�EE� Fp7( jtilc°,L.Exq; (866) 283-7122 I P.N..): (800) 363-0105 c Houston TX Office = 5555 San Felipe Mass: Suite 1500 Houston TX 77056 USA INSURER(S)AFFORDING COVERAGE NAIC a INSURER A: Zurich Amenl can Ins Co 16535 INSURED cardno USA, Inc. INSURER B: American Guarantee & Liability Ins Co 26247 10004 Park Meadows Drive INSURER C, Lexington Insurance company 19437 Suite 300 Lone Tree CO 80124 USA INsuaeRo: ironshore Specialty Insurance Company 25445 INSURERE: AIG Australia Limited 0972F1 INSURER F: COVERAGES CERTIFICATE NUMBER: 570080489857 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, DDTHE gINSURANCE AFFORDED BY THE POLICIES DESCRIBEDpaIC HEREINPO IS SUBJECT TO ALL THE TERMS, mits shown are as requested I VTR TYPE OF INSURANCE ANSD WVD POLICY NUMBER (MMILDDY Y) (MMibDYIYYYi) LIMITS GL0018396104 06/30/2019 06/30/2020 EACH OCCURRENCE $1,000,000 A X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED r PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE I X I((OCCUR ll MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 , GENERAL AGGREGATE $2,000,000 rn GEN'LPOLICY AGGREGATE LIMIT APPLIES PER: PRODUCTS•COMP/OP AGG $2,000,000 W I X I PE O- ri LOC 8 OTHER: 'O A AUTOMOBILE LIABILITY BAP 0183962-04 06/30/2019 06/30/2020 CE BINEDt'INGLE LIMIT $1,000,000 E __ BODILY INJURY(Per person) X ANY AUTO SCHEDULED BODILY INJURY(Per acddenl) Z OWNED AUTOS a) PROPERTY DAMAGE re AUTOS ONLY (per • accident) O HIRED AUTOS NON-OWNED ONLY AUTOS ONLY N X UMBRELLA UAB X I B AUc018392704 06/30/2019 06/30/2020 EACH OCCURRENCE $1,000,000U OCCUR EXCESS LIAR CLAIMS-MADE AGGREGATE $1,000,000 DUD l (RETENTION A WORKERS COMPENSATION AND WC018396004 06/30/2019 06/30/2020 X I PER STATUTE I IOTH- EMPLOYERS'UABILITY YIN E.L.`EACH ACCIDENT ER $1,000,000 ANY EXECUTIVE OFFICIR/MEMBEI N NIA NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) H yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below $1,000,000 c Archit&Eng Prof 900430 06/30/2019 06/30/2020 Each Claim $1,000,000__ Claims Claims Made Aggregate $1,000,000=_ Hii DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) atE With respects to policy number PSDEF1900430 and 0300018127, Aon Risk Solutions (U.S.) is generating and distributing this certificate in an administrative capacity. Aon Risk Services Sydney Australia is the broker for the defined policy. RE: For any= and all work performed on behalf of collier county. Collier County Board of County Commissioners, or Board of County. Commissioners in Collier County, or Collier County Government, or collier County are included as Additional insured in !!-11 accordance with the policy,provisions of the General Liability and Automobile Liability policies. General Liability and y-,; Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance available to an Additional insured, but only in accordance with the policy's provision. Should General Liability, Automobile Liability and workers' CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. __. Collier County Board of County AUTHORIZED REPRESENTATIVE a:.1 • commissioners �-Ir Naples saFL 3 Trail E. ,�/J i��?f- �l�Q Y d Y Naples FL 34112 USA � ayy TrD/G eJ =___ ®S 01988-2015 ACORD CORPORATION.All rights reserved ACORD 25(2018103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 _ LOC#: AWN'a® ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno USA, Inc. POLICY NUMBER See Certificate Numbe 570080489857 CARRIER NAIC CODE See certificate Numbe 570080489857 'EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER • ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY LIMITSINSR ADDL SUBR POLICY NUMBER EFFECTIVE EXPIRATION DATE LTR TYPE OF INSURANCE I,NSD wVD DATE (\MNUDD/YYYY) Y, OTHER E Cyber Liability 0300018127 06/30/2019 06/30/2020 Responment included aSIR applies per policy te'ms & condit.ons 3rd Party Included Liability ©2008 ACORD CORPORATION.All rights reserved. ACORD 101(2008101) The ACORD name and logo are registered marks of ACORD it AGENCY CUSTOMER ID: 570000051836 LOC#: '`t ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno USA, Inc. POLICY NUMBER See certificate Numbe 570080489857 CARRIER NAIC CODE See Certificate Numbe 570080489857 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations I Locations/Vehicles: Compensation policies be cancelled before the expiration date thereof, the policy provisions will govern how • notice of cancellation may be delivered to certificate holders in accordance with the policy provisions. ICI • m 2008 ACORD CORPORATION.All rights reserved. ACORD 101(2008101) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: AW%ZIf'® ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services southwest, Inc. cardno USA, Inc. POLICY NUMBER See Certificate Numbe 570080489857 CARRIER NAIC CODE See Certificate Numbe 570080489857 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CARDNO NAMED INSUREDS cardno ChemRisk, LLC. Cardno EM-Assist, Inc. Cardno Emerging Markets USA, Ltd. Cardno ENTRIX Cardno ERI Cardno GS, Inc. Cardno Haynes Whaley, Inc. cardno JFNew Cardno MMA cardno NC, Inc. Cardno TBE (AZ) Cardno TBE (FL) Cardno TBE; TBE Group, Inc. cardno TEC, Inc. Cardno USA, Inc. cardno WRG, Inc. Cardno WRG, Inc. dba WRG Designs Inc. cardno, Inc (OR) cardno, Inc. (TX) cardno, Inc. (FL) Ensiyht Haynes Whaley, LLC Entrix Inc. dba cardno Entrix Environmental Resolutions, Inc. ES NY Engineering, P.A. PC. 3.F. New & Associates, Inc: JFNew TBE Group, inc. (Adden) TBE Group, Inc. dba: Cardno TBE TBE Group, Inc., Cardno TBE TBE Professional Services, PLLC WRG North Carolina PLLC ®2008 ACORD CORPORATION.All rights reserved. ACORD 101(2008f01) The ACORD name and logo are registered marks of ACORD Exhibit"A-2" Agreement No. 18-7432-UP TO FOLLOW THIS PAGE Page 6 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP, -UC, -EV,-RB, CAO PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) • CCNA I I NON-Cc A Contract# 18-7432-UP for "Professional Services Library Utility Plant/Remote Site Engineering 11 THIS AGREEMENT is made and entered into this e day of "�, ,,, , 2020 by and betweenCounty the Board of Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc. authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Dr. #300, Lone Tree, CO 80124 (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 ■I 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 I■I WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants'Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. ■[] Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. El (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category,the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PSA Fixed Term Continuing Contract 2017.009 Ver.2 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. 111. 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 COUNT Y. Page 3 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.12. The CONSULTANT designates Thomas Nogaj, PhD, PE a qualified licensed professional to serve as the CONSULTANTS 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: Ii IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 `•dt) The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT'S performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT'S non-performance whether or not the COUNTY obtained substitute performance. Page 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ',1‘) 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines-CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT'S sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional one (1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ((';1,( 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. n Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX • OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes,tracings, plans, MicroStation orAutoCAD files, specifications, maps,evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 c 5✓ consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT'S obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statues. Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ) ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9,3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 11 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of .this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth Page 13 of 33 PSA Fixed Term Continuing Contract 2017,009 Ver.2 ill/ and described in this Agreement, including those described in Article 6, that are, in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. IUI CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2, In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: 239) 252-2667 E-Mail(s): Evelyn.ColonAcolliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ((;,4,) 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Cardno, Inc. Address: 1821 Victoria Avenue Fort Myers, FL 33901 Authorized Agent: Douglas Stoker, PE Attention Name & Title: Thomas Nagai, PhD, P.E. Telephone: (239) 337-3330 E-Mail(s): Doug.Stoker(a�cardno.com/thomas.nogaic cardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 � (�',`(1 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432- UP , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box IN ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against ter state courts in Collier County, Florida, which courts have sole and other party an fi in the appropriate federal o exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, Page 17 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 (, :Ct shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve parties shall make a good faith effort to resolve any such disputes between the parties, the disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ( 1 \Ij� comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page 19 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 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 c,c "er-e4zd4- ,, Ak • i By: Burt L. Saunders tate: s, , Chairman Attests to Chairman's tignaturo Only, pproved as trL7rm nd egality: County Attorney p Name Consultant: l Consultant's Witnesses: Cardno Inc. By: 7c04 ievIcs Witness Name and Title Name 44 Title /1. VU1 Witgess /7.404.7 6. ir) ,i4 ,1114 I Al Name and Title Page 20 of 33 HA Fixed Term Continuing Contract 20 t7.009 Ver kliPt• SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above,this Work Order is assigned to:Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): :Negotiated Lump Sum (NLS) ['Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time &Material (T&M) (established hourly rate—Schedule A) Cost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director Date APPROVED BY: type name,Department Head Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name&Title of Authorized Officer Date • Page 21 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 (CAii for in this ent, the B.2.3. For the Services providedONSULTANT's DirectrCOUNTY to CONSULTANT based upon C LaborCCoss and Reimbursable Expenses or as a Lump Sum. B.2.4. 0 Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably re billing, toybehe CUN ,reviewed and approlng ved bOyNSULTANT'S he COUNTY.DThere shall irect Labor Costs incurred at the time of g, 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 authiorizingn such Adddt 1toi to ll Services. The negotiated fee shall be based upon the rates specified Schedule B and all Reimbursable Expenses shall comply with the provision of Section B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. • Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among shher 'ns, the report algbe no overtimeall show all pay withouStheICOUNTY's pr oitems and e percentage complete of each item ere 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 Attachmentf Sectin 3 to this TherduleaB and all Reimbursable Expenses shall comply with the provisions obe no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the e Send of each perfo calendar month, or as specified in the Work Order, and statement gte of 3of charges PSA Fixed Term Continuing Contract 2017.009 Ver.2 (t"tip(1� 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 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 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist $149 GIS Specialist $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew-2 man $152 Survey Crew- 3 man $185 Survey Crew -4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. U 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 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, Page 27 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? n Yes U No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes © No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? I I Yes III No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? ■ Yes I I No • A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Page 28 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? Li Yes n No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? I I Yes n No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? I Yes I I No Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? I I Yes IuI No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 In l(3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? n Yes IN No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? Yes Li No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. Page 30 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 El this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Cardno, Inc, (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services Library Utility Plant/Remote Site Engineering project is accurate, complete and current as of the time of contracting. E f E 1 BY: TITLE: e e, X'esi:A/e4,71-- DATE: 1` A-,"' ' 2ae If Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 �f (csi i'. SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) ■) following this page (pages through 9 ) ( this schedule is not applicable Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government,or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii)the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended,42 U.S.C. 5121 et seq., and Related Authorities ( o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information,documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits,examinations, excerpts,and transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably neeces to)const che onstruction other work siteses to provide pertaining FEMAo the Administrator work being ocomplet d authorized nder representatives' access the contract. OHS Seal, Logo,and Flags:The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. EXHIBIT I-1 ( �tf3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials(§200.322)(Over$10,000): (1)In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii)Meeting contract performance requirements; or(iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-quideline-cpq- program Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4)The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R.pt. 3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Contracting with small and minority businesses,women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses,women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I-2 ( Ott) EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6)Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs (1)through (5)of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60- 1.4. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity,or national origin.Such action shall include,but not be limited to the following:Employment, upgrading,demotion, or transfer, recruitment,or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal g duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT I-3 ��r�0 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. EXHIBIT I-4 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1)through (4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract,or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over$150,000) (1)The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn,report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. EXHIBIT I-5 Collier County Solicitation 18-7432-UP EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm, I acknowledge, the grant requirements identified in this document. Vendor/Contractor Name Cardno, Inc. :orz :::: 2019 J 24, ture Doug s E. er , ice President EXHIBIT I-6 t p.22 12/11/2018 9:34 AM Collier County Solicitation 18-7432-UP EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT,SUSPENSION,INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (1) The prospective subcontractor of the Sub-recipient, Collier County, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective contract shall attach an explanation to this form. CONTRACTOR Cardno, Inc. B • gna Dougl . Stoker, PE, Vice President Name and Title 1821 Victoria Avenue, Suite 1 Street Address Fort Myers, FL 33901 City, State, Zip 07-839-1683 DUNS Number Sub-Recipient Name: Collier County Board of County Commissioners C.A > EXH IBIT I-7 ,�,_ p.23 12/11/2018 9:34 AM Collier County Solicitation 18-7432-UP EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COWER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT status will be verified. Unverdable statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT Cardno, Inc. 46-2663666 To be determined IS THE PRIME AROMA-CERTIFIED DISADVANTAGED. VAN y ® IS THE ACTIVITY OF THIS CONTRACT_ MINORITY OR WOMEN BUSINESS ENTERPRISE? DBE? V Q CONSTRUCTION? Y Q (DBEJMBE/WBE)OR HAVE A SMALL DISADVANTAGED MBE? Y © CONSULTATION? 0IJ BUSINESS BA CERTIFICATION FROM THE SMALL BUSINESS ADMINISTRATION? A SERVICE DISABLED VETERAN' 'OBE? Y ® OTHER? Y Q 513B BA? Y NO IS THIS SUBMISSION A REVISION? Y N IF YES,REVISION NUMBER 8. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS M/WBE Electrical Design Electrical HA TBD 10% Associates,Inc. TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Douglas E. Stoker, PE January 24, 2019 Vice President EMAIL ADDRESS Of PRIME(SUBMIITER) TELEPHONE NUMBER FAX NUMBER doug.stoker@cardno.com 239.337.3330 239.672.4096 NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts.The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation.tf and when awarded a county contract,the prime will be asked to update the information for the grant compliance files. .., s-.t7H►11C(iY ,,. LOUD. Black American BA Hispanic American HA Native Atnerion NA subccnt.Oscan Annerian SAA Asian-Pacific Amerion APA Non-tAincerity Women NMW Other.not of any other group fisted 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT B fIFB/PIP or PO/REQ) GRANT PROGRAMICONTRACT ACCEPTED BY: DATE EXHIBIT I-8 `l4 12/11/2018 9:34 AM p.24' i1 Collier County Solicitation 18-7432-UP EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION (To be submitted with each bid or offer exceeding$100,000) The undersigned [Contractor]certifies, to the best of his or her knowledge,that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Cardno, Inc. Contractor(Firm Name) ign r ntractor's Authorized Official Douglas E. Stoker, PE,Vice President Name and Title of Contractor's Authorized Official January 24, 2019 Date EXHIBIT I-9 p.25 12/11/2018 9:34 AM ACO® 0yM/D0020YY) CERTIFICATE OF LIABILITY INSURANCE DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED uj U REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(Ies)must have ADDITIONAL INSURED provisions or be endorsed.If v SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this _ certificate does not confer rights to the certificate holder In lieu of such endorsement(s). m PRODUCER CONTACT 'O NAME: Aon Risk Servi ces Southwest, Inc. PHONE FAX Houston TX Office (A/C.No.Eel): (866) 283-7122 (Ale.No.): (800) 363-0105 MI 5555 San Felipe EMAIL o Suite 1500 ADDRESS: _ Houston TX 77056 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Zurich American Ins Co 16535 Cardno, Inc. INSURER B: Lexington Insurance Company 19437 380 Park Place Blvd Suite 300 INSURERC: Ironshore specialty Insurance Company 25445 Clearwater FL 33759 USA INSURERD: AIG Australia Limited 0972F1 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570080680229 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADOL SUBR POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYYI ((MMIDDIYYY') LTRA X COMMERCIAL GENERAL LIABILITY Y GL0018396104 06/30/2019 06/30/2020 EACH OCCURRENCE $1,000,000 {-xi DAMAGE TO RENTED $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) MED EXP(Any one person) S10,000 PERSONAL&ADV INJURY $1,000,000 n GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 m POLICY I X I PRO- LOC PRODUCTS-COMP/OP AGO $2,000,000 re JECT OTHER: 0 Ln A AUTOMOBILE LIABILITY BAP 0183962-04 06/30/2019 06/30/2020 COMBINED SINGLE LIMIT S1,000,000 (Ea accident) BODILY INJURY(Per person) Cl X ANY AUTO Z OWNED SCHEDULED BODILY INJURY(Per accident) mod•, AUTOS ONLY AUTOS PROPERTY DAMAGE 0HIRED AUTOS NON-OWNED (Per accident) +- ONLY AUTOS ONLY t UMBRELLALIAB OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS-MADE AGGREGATE . DED I 'RETENTION A WORKERS COMPENSATION AND WC018396004 06/30/2019 06/30/2020 x PER STATUTE OTTH- I EMPLOYERS'LIABILITY Y I N ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT S1,000,000 OFFICERM/EMBER EXCLUDED? N/A (Mandatory In NH) E.L,DISEASE-EA EMPLOYEE S1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S1,000,000— — B Archit&Eng Prof PSDEF1900430 06/30/2019 06/30/2020 Each Claim $1,000,000— Claims Made Aggregate 51,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached II more space Is required) Certificate Holder Includes: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier county, OR Collier County Government, OR Collier County. RE: Contract No. 18-7432-UP. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, OR, collier County are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured, but only in • accordance with the policy's provisions. should General Liability, Automobile Liability and Workers' Compensation policies be cancelled before the expiration date thereof, the policy provisions will govern how notice of cancellation may be delivered to CERTIFICATE HOLDER CANCELLATION _-'' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE , EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of county AUTHORIZED REPRESENTATIVE 5R Commissioners Naps sTamiL 3i 12a E. ^� i���j Yes �Q D�ea �i Naples FL 34112 USA C�,�y Yam/' Jwte�la eJ ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno, Inc. POLICY NUMBER See certificate Number: 570080680229 CARRIER NAIC CODE See Cc rti fi cafe Number: 570080680229 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If s policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSR ADDL SUBS POLICY NUMBER EFFECTIVE EXPIRATION LIMITS CFR TYPE OF INSURANCE INSR WVD DATE DATE (NIMQ)D/YYYY) (MM/DD/YYYY) OTHER p cyber Liability 0300018127 06/30/2019 06/30/2020 Annual $1,000,000 Aggregate SIR applies per policy terms & conditions Response Included Management 3rd Party Included Liability Data S1,000,000 Protection (f' t . ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno, Inc. POLICY NUMBER See Certificate Number: 570080680229 CARRIER NAIC CODE See Certificate Number: 570080680229 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations/Locations/Vehicles: certificate holders in accordance with the policy provisions. With respects to policy number PSDEF1900430 and 0300018127, Aon Risk Solutions (U.S.) is generating and distributing this certificate in an administrative capacity. Aon Risk Services Sydney Australia is the broker for the defined policy. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: "ACCORLDr ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno, Inc. POLICY NUMBER See Certificate Number: 570080680229 CARRIER NAIC CODE See Certificate Number: 570080680229 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CARDNO NAMED INSUREDS Cardno ChemRisk, LLC. Cardno EM-Assist, Inc. cardno Emerging Markets USA, Ltd. Cardno ENTRIX cardno ERI Cardno GS, Inc. Cardno Haynes whaley, Inc. Cardno JFNew Cardno MMA Cardno NC, Inc. Cardno TBE (AZ) cardno TBE (FL) Cardno TBE; TBE Group, Inc. Cardno TEC, Inc. Cardno USA, Inc. Cardno WRG, Inc. Cardno WRG, Inc. dba WRG Designs Inc. Cardno, Inc (OR) Cardno, Inc. (TX) Cardno, Inc. (FL) Ensight Haynes Whaley, LLC Entrix Inc. dba Cardno Entrix Environmental Resolutions, Inc. ES NY Engineering, P.A. PC. J.F. New & Associates, Inc. 7FNew TBE Group, Inc. (Adden) TBE Group, Inc. dba: Cardno TBE TBE Group, Inc., Cardno TBE TBE Professional Services, PLLC WRG North Carolina PLLC ACORD 101(2008/01) 02008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. Policy No. GLO 0183961 -04 Effective Date: 6/30/2019 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office(ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury"arises out of: (1) Your ongoing operations,with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b.above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to"bodily injury" or"property damage"caused by"your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U-GL-2162-A CW(11/18) Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. in the performance of: (a) Your ongoing operations,with respect to Paragraph 2.a.above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b.above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or"personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to"bodily injury" or"property damage" caused by"your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10(04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that"bodily injury", "property damage" or"personal and advertising injury"is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2.above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the"products-completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or"property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and U-GL-2162-A CW(11/18) Page 2 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence"which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an"occurrence"or offense that may result in a claim; (2) We receive written notice of a claim or"suit"as soon as practicable; and (3) A request for defense and indemnity of the claim or"suit"will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same"occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. U-GL-2162-A CW(11/18) Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section III—Limits Of Insurance: Additional Insured—Automatic—Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Section A.of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. I�I j.. it U-GL-2162-A CW(11/18) Page 4 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Other Insurance Amendment — Primary And Non- Contributory ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff.Date of End. Producer No. Add'I.Prem Return Prem. GLO 0183961-04 06/30/19 06/30/20 06/30/19 14340-000 N/A N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV— Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: BAP 0183962-04 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are"insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CARDNO USA, INC. Endorsement Effective Date: 06/30/2019 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXPECT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms' Exhibit "A-3" Agreement No. 18-7432-UC TO FOLLOW THIS PAGE Page 7 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP,-UC, -EV,-RB, 040 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) III CC NA I I NON-GGNA Contract# 18-7432-UC for "Professional Services Library Utility Collections/Distribution Systems Engineering THIS AGREEMENT is made and entered into this c�day of b , 2020 by and between the Board of County Commissioners for Collier Count , Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc. authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300, Lone Tree, CO 80124 (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 I■I 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 III WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 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. II Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. ❑l (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a, Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category,the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e, Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 it • 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.12. The CONSULTANT designates Thomas M. Nogaj, PhD, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 /„ The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT'S performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT'S non-performance whether or not the COUNTY obtained substitute performance. Page 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines- CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. • Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 (s,',O1 performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued period have been completed. The COUNTY may, at its Agreementp to the expiration of the prior p discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional one (1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT'S employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes,tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 t,l \ J consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statues. Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 11 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 \\ ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor,to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT'S acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth Page 13 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 and described in this Agreement, including those described in Article 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT'S intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. • CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: 239) 252-2667 E-Mail(s): Evelyn.Colon(a,colliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Y,.. 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage,prepaid, addressed to the following CONSULTANT'S address of record: Company Name: Cardno, Inc. Address: 1821 Victoria Avenue Fort Myers, FL 33901 Authorized Agent: Douglas Stoker, PE Attention Name & Title: Thomas Nogai, PhD, P.E. Telephone: (239) 337-3330 E-Mail(s): Doug.Stoker(c�cardno.com/thomas,nogai@cardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ,� 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432- UC , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (R ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. n At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Page 17 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. • ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 J comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) F. ^ Page 19 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller By• , ° Burt L. Saunders Chairman Date: , o. .7airntan's Ap ed as to F rm nd Legality: ,e_...e.tj — be 42, County Attorney Name Consultant: Consultant's Witnesses: Cardno, Inc. . . By: Witness , ,/� t 12/ fG/../S� !'F'_.t"l k"✓`I ,f *' `�-J`G"YC'�rJ . Name and Title ��=' Name and�Title a Witress f f Lfti it r Name and Title ` w ( Page 20 of 33 PSA Fixed Term Continuing Contract 2017.00' SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above,this Work Order is assigned to:Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Finn in accordance with following.method(s): ONegotiated Lump Sum(NLS)OLump Sum Plus Reimbursable Costs (LS+RC) Time &Material (T&M) (established hourly rate—Schedule A) ❑Cost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director Date APPROVED BY: type name,Department Head Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief,all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name&Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 // ll� SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 IC'A( B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum. B.2.4. 0 Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. • Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT 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 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 , 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 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title : Hourly.Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist $149 GIS Specialist $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew- 2 man $152 Survey Crew- 3 man $185 Survey Crew -4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. 11111 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 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty(30) days after demand, Page 27 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ;i J the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? ■ Yes No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes El No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? J Yes II No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? 0 Yes No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Page 28 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes III No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? n Yes 0 No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? ICI Yes No Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? n Yes n No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 i \ Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? U Yes n No Cyber Insurance: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required bythis Agreement? ��� Yes I No q A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent(20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. Page 30 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 : 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B, The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 nthis schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Cardno, Inc. (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services Library Utility Collection/Distributtion Systems Engineering " project is accurate, complete and current as of the time of contracting. fE BY: _ FE TITLE / i<<.f,,c DATE: ,� -?...es ' e• Page 32 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) ICI following this page (pages 1 through 9 ) n this schedule is not applicable r Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 iCA EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government,or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). Compliance with Federal Law, Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii)the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: O 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards O 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended,42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017(in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information,documentation,and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations,excerpts, and transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo,and Flags:The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. EXHIBIT I-1 €') EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials (§200.322)(Over$10,000): (1)In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii)Meeting contract performance requirements; or(iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-quideline-cpq- program Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Contracting with small and minority businesses,women's business enterprises, and labor surplus necessaryaffirmative steps to assure that minority Solicitor must take all p area firms §200.321 (a) Th e businesses,women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I-2 \..../ EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6)Requiring the prime contractor, if subcontracts are to be let,to take the affirmative steps listed in paragraphs(1)through (5)of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60- 1.4. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity,or national origin.Such action shall include,but not be limited to the following:Employment, upgrading,demotion,or transfer, recruitment,or recruitment advertising;layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing,or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT I-3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1)of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. EXHIBIT I-4 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through (4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over$150,000) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. . 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn,report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. EXHIBIT I-5 Collier County Solicitation 18-7432-UC EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name Cardno, Inc. Date February 6, 2019 Authorized Signature Doug s E. er , ice President • EXHIBIT I-6 �P.22 12/11/2018 9:44 AM C�11, Collier County Solicitation 18-7432-UC EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (1) The prospective subcontractor of the Sub-recipient, Collier County, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective contract shall attach an explanation to this form. CONTRACTOR Cardno, Inc. B • gna Dougl . Stoker, PE,Vice President Name and Title 1821 Victoria Avenue, Suite 1 Street Address Fort Myers, FL 33901 City, State, Zip 07-839-1683 DUNS Number Sub-Recipient Name: Collier County Board of County Commissioners EXHIBIT I-7 12/11/2018 9:44 AM ,yq P.23 Collier County Solicitation 18-7432-UC EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifable statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT Cardno, Inc. 46-2663666 To be determined LS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN y ® LS THE ACTIVITY OF THIS CONTRACT... MINORITY OR WOMEN BUSINESS ENTERPRISE? DBE? Y © CONSTRUCTION? Y (DBE/hi BEJWBE)OR HAVE A SMALL DISADVANTAGED BUSINESS BA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y (a) CONSULTATION? OY N ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE? Y ® OTHER? Y J© 5DB BA? Y NO IS THIS SUBMISSION A REVISION? Y N IF YES,REVISION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS M/WBE Electrical Design Electrical HA TBD 10% Associates, Inc. TOTAL: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMTTER DATE TITLE OF SUBMTTER Douglas E. Stoker, PE February 6,2019 Vice President EMAIL ADDRESS OF PRIME(SUBMTTER) TELEPHONE NUMBER FAX NUMBER doug.stoker@cardno.com 239.337.3330 239.672.4096 NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts.The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation. if and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. ETNNiCIir �COAE ` r_ 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 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT P(IFS/REP or PO/REQ) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT I-8 12/11/2018 9:44 AM I s{jl p.24 Collier County Solicitation 18-7432-UC EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION (To be submitted with each bid or offer exceeding$100,000) The undersigned[Contractor]certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Cardno, Inc. Contractor(Firm Name) ign ur ntractor's Authorized Official Douglas E. Stoker, PE,Vice President Name and Title of Contractor's Authorized Official February 6, 2019 Date EXHIBIT!-9 (i) 12/11/2018 9:44 AM p.25 '4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDYYYY) 02/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED w REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. a IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If d SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 'r a> PRODUCER CONTACT .0 Aon Risk Services Southwest, Inc. NAME: Houston TX Office P(A/CNNo.Eel):E (866) 283-7122 (aC.No.): (800) 363-0105 ru 5555 San Felipe E-MAIL Suite 1500 ADDRESS: G 2 Houston TX 77056 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Zurich American Ins CO 16535 Cardno, Inc. INSURER B: Lexington Insurance Company 19437 380 Park Place Blvd Suite 300 INSURERC: Ironshore Specialty Insurance Company 25445 Clearwater FL 33759 USA INSURER0: AIG Australia Limited 0972F1 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570080680229 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICYE-XP- LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/VYvvY1� iMIWDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y GL0018396164 06/30/2019 06/30/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR DAMAGE TO RENTED $1,000,000 • PREMISES(Ea occurrence) MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY n JE� LOG PRODUCTS-COMP/OPAGG $2,000,000 OTHER: 8 A AUTOMOBILE LIABILITY BAP 0183962-04 06/30/2019 06/30/2020 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) Z EEEI OWNED SCHEDULED BODILY INJURY(Per accident) 8) AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE ONLY —AUTOS ONLY (Par accident) tt . V UMBRELLA LIAR OCCUR EACH OCCURRENCE — EXCESS LIAR CLAIMS-MADE AGGREGATE DED i (RETENTION A WORKERS COMPENSATION AND WC018396004 06/30/2019 06/30/2020 x PER STATUTE OTH- EMPLOYERS'LIABILITY Y/N ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? H." N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000— B Archit&Eng Prof PSDEF1900430 06/30/2019 06/30/2020 Each Claim $1,000,000 Claims Made Aggregate 51,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space Is required) Certificate Holder Includes: Collier County Board of county Commissioners, OR, Board of county Commissioners in Collier County, OR collier county Government, OR Collier County. RE: Contract No. 18-7432-US. Collier County Board of County commissioners, OR, 31 Board of county commissioners in collier county, OR, Collier County Government, OR, Collier county are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. Should General Liability, Automobile Liability and workers' compensation policies be cancelled before the expiration date thereof, the policy provisions will govern how notice of cancellation may be delivered to ig CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ata! Collier County Board of County AUTHORIZED REPRESENTATIVE Commissioners FL 3i Trail E. e. 15 e et 0� `� Naples FL 34112 USA :U�dScl� &B Nil ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: `4 ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno, Inc. POLICY NUMBER See Certificate Number: 570080680229 CARRIER NAIC CODE See Certificate Number: 570080680229 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR POLICY POLICY ADDI. SUBR POLICY NUMBERLIMITS LTR TYPE OF INSURANCE INSD WVD EFFECTIVE DATE EXPIRATIONDA (MM/DD/YYYY) (MM/DD/YYYY) OTHER D cyber Liability 0300018127 06/30/2019 06/30/2020 Annual S1,000,000 Aggregate SIR applies per policy terms & conditions Response Included Management 3rd Party Included Liability Data $1,000,000 Protection • ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved, The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: A FtEJP- ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno, Inc. POLICY NUMBER See Certificate Number: 570080680229 CARRIER NAIC CODE See Certificate Number: 570080680229 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations I Locations/Vehicles: certificate holders in accordance with the policy provisions. with respects to policy number PSDEF1900430 and 0300018127, Aon Risk Solutions (U.s.) is generating and distributing this certificate in an administrative capacity. Aon Risk Services Sydney Australia is the broker for the defined policy. is ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACOR❑ AGENCY CUSTOMER ID: 570000051836 LOC#: '4 ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Southwest, Inc. Cardno, Inc. POLICY NUMBER See Certificate Number: 570080680229 CARRIER NAIC CODE see Certificate Number: 570080680229 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CARDNO NAMED INSUREDS Cardno ChemRisk, LLC. Cardno EM-Assist, Inc. Cardno Emerging Markets USA, Ltd. Cardno ENTRIX Cardno ERI Cardno GS, Inc. cardno Haynes Whaley, Inc. Cardno JFNew Cardno MMA Cardno NC, Inc. Cardno TBE (AZ) Cardno TBE (FL) Cardno TBE; TBE Group, Inc. Cardno TEC, Inc. Cardno USA, Inc. Cardno WRG, Inc. Cardno WRG, Inc. dba WRG Designs Inc. Cardno, Inc (OR) Cardno, Inc. (TX) Cardno, Inc. (FL) Ensight Haynes Whaley, LLC Entrix Inc. dba Cardno Entrix Environmental Resolutions, Inc. ES NY Engineering, P.A. PC. J.F. New & Associates, Inc. JFNew TBE Group, Inc. (Alden) TBE Group, Inc. dba: Cardno TBE TBE Group, Inc., Cardno TBE TBE Professional Services, PLLC WRG North Carolina PLLC ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Insured — Automatic — Owners, Lessees Or ZURICH Contractors THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. Policy No. GLO 0183961 -04 Effective Date: 6/30/2019 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office(ISO) ISO CG 20 10 (10/01 edition); or b. The ISO CG 20 37(10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury", "property damage"or"personal and advertising injury"arises out of: (1) Your ongoing operations,with respect to Paragraph 1.a. above; or (2) "Your work",with respect to Paragraph 1.b.above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to"bodily injury" or"property damage" caused by"your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office(ISO) ISO CG 20 10(07/04 edition); or b. The ISO CG 20 37(07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that"bodily injury","property damage"or"personal and advertising injury"is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, U-GL-2162-A CW(11/18) Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. in the performance of: (a) Your ongoing operations,with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b.above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or"personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury"or"property damage" caused by"your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10(04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations(if no form is specified), such person or organization is then an additional insured only to the extent that"bodily injury", "property damage" or"personal and advertising injury" is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the"products-completed operations hazard"(if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard",which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or"property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and U-GL-2162-A CW(11/18) Page 2 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. (4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the "bodily injury" or"property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an"occurrence"or offense that may result in a claim; (2) We receive written notice of a claim or"suit"as soon as practicable; and (3) A request for defense and indemnity of the claim or"suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same"occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. U-GL-2162-A CW(11/18) Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section Ill—Limits Of Insurance: Additional Insured—Automatic—Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Section A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions, provisions and exclusions of this policy remain the same. • U-GL-2162-A CW(11/18) Page 4 of 4 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Other Insurance AmendmentPrimary And — a y Non- Contributory ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff.Date of End. Producer No. Add'I.Prem Return Prem. GLO 0183961-04 06/30/19 06/30/20 06/30/19 14340-000 N/A N/A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or"suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW(04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: BAP 0183962-04 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless • modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CARDNO USA, INC. Endorsement Effective Date: 06/30/2019 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXPECT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an"insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. • CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms'' Form W-9 Request for Taxpayer Give Form to the (Rev.October 2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.lrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank, Cardno Inc 2 Business name/disregarded entity name,if different from above a 3 Check appropriate box for federal tax classification of the person whose name is entered an line 1.Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entitles,not Individuals;see instructions on page 3): g ❑ individual/sole proprietor or ® C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate csingle-member LLC Exempt payee code(if any) i ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p g Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC if the LLC Is classified as a single-member LLC that Is disregarded from the owner unless the owner of the LLC Is code(f any) .c P. another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that n'2 is disregarded from the owner should check the appropriate box for the tax classification of Its owner, []y Other(see instructions)* (Appiestowr:was maintained,rsaem.u.sf to 5 Address(number,street,and apt,or suite no.)See Instructions. Requester's name and address(optional) 10004 Park Meadows Drive Ste#300 in 6 City,state,and ZIP code Lone Tree, CO 80124 7 List account number(s)here(optional) Mil Taxpayer Identification Number(TIN) Enter your TIN In the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding.For Individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — — entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the Instructions for line 1.Also see What Name and Employer Identification number i Number To Give the Requester for guidelines on whose number to enter. 4 5 — 2 6 6 3 6 6 6 Part II Certification Under penalties of perjury,I certify that: j 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be Issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)Indicating that I pm exempt from FATCA reporting is correct. Certification instructions.You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,Item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TiN.See the instructions for Part II,later. Sign Signature of Here U.S,person► f�y{,•� ei‹ �y Date► <_ ) a General Instructions t •Form 1099-DIV(dividends,Including Those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-fvtiSC(various types of income,prizes,awards,or gross noted, proceeds) Future developments.For the latest Information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and Its Instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who Is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), Information return with the IRS must obtain your correct taxpayer 1098-T(tuition) Identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer Identification number(IT1N),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer Identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(Including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns Include,but are not limited to,the following. If you do not retum Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What Is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) Form YY�9 Request for Taxpayer Give Form to the (Rev.October 2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.frs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your Income tax return).Name Is required on this line;do not leave this line blank. Cardno Inc 2 Business name/disregarded entity name,If different from above 3 Check appropriate box for federal tax classification of the person whose Hams is entered on line 1.Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entitles,not indiividuals;see a. instructions on page 3): p ❑ Individual/sole proprietor or ® C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate k.i5 single-member LLC Exempt payee code(it any) ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► Note;Check the appropriate box in the fine above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC If the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code of any) another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LW that 0 3 is disregarded from the owner should check the appropriate box for the tax classification of its owner. gi ❑ Other(see Instructions)► µnay to scowao nea.ned outside a,.u.s} & 6 Address(number,street,and apt.or suite no.)See Instructions. Requester's name and address(optional) 10004 Park Meadows Drive Ste#300 6 Clty,state,and ZIP coda Lone Tree, CO 80124 7 List account numbers)here(optional) MID Taxpayer Identification Number(TIN) Enter your TIN In the appropriate box.The TiN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other - entities,it is your employer Identification number(EIN).If you do not have a number,see How to get a _ 77N,later. or Note:If the account is in more than one name,see the Instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. 4 5 2 6 6 3 6 6 6 Part II Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.lam not subject to backup withholding because:(a)1 am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)Indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return,For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments other than Interest and dividends,you are not required to sign the certification,but you must provide your correct TiN.See the instructions for Part II,later. Sign signature of Here u.s.person► j,,„ J X , 4,� Date► T / �ev General Instructions /� •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest Information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and Its Instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/ForrW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who Is required to file an •Form 1098(home mortgage interest),109E-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(iIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),Individual taxpayer Identification number(MN),adoption taxpayer identification number(ATIN),or employer identification number •Form 1099-A(acquisition or abandonment of secured property) (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(Including a resident amount reportable on an information return.Examples of Information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What Is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) Exhibit"A-4" Agreement No. 18-7432-EV TO FOLLOW THIS PAGE Page 8 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP, -UC,-EV,-RB, Colo PROFESSIONAL SERVICES AGREEMENT TERM CONTINUING CONTRACT) �NN| CCNA | |N-Q�NA Contract# 18'7432-EV for "ProfessioO�| ��8rViC8SL|br8ry-EOv|rDnn�eOtGU��Qin�8nOg (��t�QQry� _ ' _� . THIS AGREEMENT is made and entered into this LLP—Nday ` 2020 by and between the Board of County Commissioners for Collier Countv(_.�;|orida a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and CardDo. |nC. authorized to do business in the State Of Florida, whose bUS|neSS address is 10004 Park Meadows Drive, Suite 3O0. Lone Tree, C[} 9O124 (hereinafter referred bJ8S the "CONSULTANT' and/or ''C[]NTRACTC)R''). VV Y T N E S S ET N: WHEREAS, the COUNTY desires to obtain the CDNSULTANT`8 services expeditiously when a need arises in connection with a Collier County project; and �� VV>�E��E/�S' Section 287.055. Florida 8t@tUhas, Consultant's Competitive NegotiationAct, " ~~NA^, makes provisions for G fixed term contract with a firm to provide professional services tUa political subdivision, such ae the CouOty� and �� WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions �� of Section 287.055. Florida 8tatUtGS, 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, N[)VV. THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto GQ[Se as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1 1 From time to time upon the written request or direction of the COUNTY as hereinafter � � id�d CONSULTANT eh�(| provide t� the COUNTY professional services (hereinafter the provided, ` '^8e-�--^--� | fre herein `heternn''Gervioas'' \no|udesaOAddiiione| Servimesauthorizedby written Amendment VrCh8nge {]/deranh8n8aft8rpnnvid8d. 1 2 C{}N��ULTANT aCknovv|edgeS and agrees �en/(oes underthis Aone8nl8ntare ho be � ' d db | | and COUNTY nnakaSDO [eprmsontahon F�qO���edbytheCDUNTY �n �D ��-n�e � �s� ony. Or guarantee to O[)NSULANT that the COUNTY will utilize CONSUTLAN7S services exclusively oratall. Pv�o | o[J3 /'S«a=ar*w.^mn:°wu" pm�u0/7wwvv� ....................... 13� All Services \obep8rf vonD�d � the (�[)N3ULTANTpursuant tD this Aoreen�entGh@UheiO conformance vviththe scope Of services,Vvhiohshall be described inaVVO[k(�Fder issued pursuant the procedures described herein, The form of the Work Order iS set fort at tached Reference to the term "Work Order" herein, with respect to authorization of Services, iOC|UdeS all written Amendments or Change Orders to any particular Work Order,Order, The CONSULTANT --'--Know|edges and agrees that each individual VV0[kOrder shall not exceed $2OO.O00o[ the XinnurnsU[n allowable hy law under Florida's Consultants' Competitive Negotiation Act, Section 287.055, Florida GtatUtea, as o[Oended, whichever is greater, and as agreed upon by the parties. W VVn[k order assignments for {}CNAcontracts shall be made in accordance with the curnsDt Procurement Ordinance, asamended. 1.4. -- (K8uhi-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 LibnaryRotatioD a Work assignments within each service category are awarded ono 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 canked, with the highest scoring Ornn placed in the first position inthe rotation. c. As each work assignment is identified the next firm in the nztat|OO will be offered the opportunity to negotiate that work assignment with the CDUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work oasignrnent, or be unable to reach o satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next fi[rn on the |(Gt UD0 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. /\ 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 3vvork assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject e work assignment for any nygeon must complete \Akorh 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 men/|oe category is oon1p(ete, a method that attempts to impart on equitable distribution of work among selected firma will be based on prior dollars awarded; with the hrrn having received the least amount of dollars being considered for the next work assignment. Page z"f'32 ,sx/.",`/ lun.cv=p".,w Contract zonm"vu2 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation, 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order, 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County. Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11, The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 I's.1 r esed In t,'oicH um,C om AL 201 7 ou.)V'i 2 1.12. The CONSULTANT designates Douglas Stoker, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1,13, The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14, The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 0133 Ps A I c,t'd (onimmug(,nt; 7 )U)\n The Contractor must specifically comply with the Florida Public Records Law to: 1 Keep and maintain public records required by the public agency to perform the service, 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT'S non-performance whether or not the COUNTY obtained substitute performance. RSA r•tvcd I e. i Comm:mg Conk act'0I 7 t,;iz} "er 2 1.17. The CONSULTANT 8g[BeS not to divulge, furnish or make available to any third persoD, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CDN8ULTANT`s obligations hereunder, or in the COWn}e of judicial or legislative proceedings where such information has been properly subpoenaed, any MOD-pUb|ic information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, SUb:onou|tants and sWboomtn3Ct0rS to comply with the provisions ofthis paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 118. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AUtoCAD DVVG or W1iC[oStaUon DGyJ format on a CID orO\/D. drawn in the Florida State Plane East (US F*S0 Coordinate System (NA[} 83/90). The drawings should either reference specific established Survey K8oDUrnePt8Uo0, such as Certified Section Corners (Half o[Quarter Sections are also acceptable), or when implemented,derived from the RTK(Real- Time Kinematic) QPS 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, e\c.). and adhere tD industry standard CAD specifications. ARTICLE TWO A[}[]|T|QNAL SERVICES OF CONSULTANT 21. 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 undSr this Agreement, such authority will be as established in the C{}UNTY`s P[OoUr8rnent 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 mppn}Va| for Additional Services will be deemed: (1) a waiver of any claim by CONSULTANT for such Additional Services and (ii) 8n admission by CONSULTANT that such Work is not additional but rather apart Df 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 bv (�[}NSULTANTin response \oanerDSrgenCy, an /\rn8Odnn8ntor Change CJrd8rshall 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 hDevv or should have hn0vvD of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above. waives C{}NGULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. [`nt.tcuoi'J3 ARTICLE THREE THE CDUNTY'SRESPONSIBILITIES 3.1, The COUNTY shall designate in writing a project manager to act as the C{}UNTY'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 inst[uc[iVns, receive information, interpret and define the C{JUNTY's policies and decisions with respect to CONSULTANT'S S8n/|CeS for the Project. However, the Project Manager is not authorized to issue any V8rb8| or written orders or instructions to the CONSULTANT that would have the effect, 0rbe interpreted tOhave 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 (}[d9[; b. The time the CONSULTANT is obligated tV commence and complete all such services as set forth in the Work Order: or . C. The amount of C0nnp8n38hOn the COUNTY is obligated or cOnnnli1t8d to pay the CONSULTANT as set forth in the Work Order. 32. The Project Man8ge[ShGU: a. Review and make appropriate F8connnnandati0ns on all [oqUeS1S submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b� P(0ViUG all criteria and information requested by CONSULTANT ostO the C{}UNTY`s requirements for the Services specified in the Work {)rder, including design otheot|Veu and con8traiOtS, spaCe, capacity and performance requirements, flexibility and expandability, and any budgetary |inlitSdOm c. Upon request frDnn CONSULTANT. assist CONSULTANT by placing at C{}N8ULT/\NT's disposal all available infV[DlahOD in the C(}UNTY'S possession pertinent to the Gen/iC8s specified in the Work {}rder, including existing dr8vViMQ3, SpeC|ficah0ns. shop drawings, product )iterature, 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) SR1 forth in the VV0rK Order to parf0[[D 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 OK1er. Said Schedule shall be in a ho[nl and content satisfactory tothe COUNTY, Services to be rendered by CONSULTANT shall be commenced, |`vi;c 7o(JJ p�.Anmo 10111/"m."x"I2(ompuzon ow)r"� � ` performed and completed iO accordance with the Work Order and the Schedule. Time is0fthe essence with respect to the performance of the Services under each Work Order. 42. 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 OeQ|eCt, including but not restricted to acts of nature orofpublic enemy, acts of government Or of the COUNTY, fires, Oooda, epidernic8, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) vvO[hing days after CUrnDlRnCenneUt Of such de|ay. stating the specific cause or causes thereof, or be deemed t0 have waived any right which CONSULTANT may have had tVrequest a time extension for that specific delay. 4,3. Unless otherwise expressly provided in the V\b)rk Q[d8r, no interruption, |nterferenme, inefficiency, suspension Or delay inthe commencement or progress OfC(}N|SULTANT`gServices from any cause Vvh@tSOeVer including those for which COUNTY may be responsible in vvhO|e or in part. shall relieve CONSULTANT 0fits duty to perform or give rise to any right todamages or additional compensation from the COUNTY. C{]NSULT/\NT's sole remedy against the COUNTY will be the right to seek oD extension Of time to the Schedule; provided, however, the granting of any such time extension shall not be 8 condition precedent tDthe ghJn3[neDd0ned ~NO [}arn8QR For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on |mtm completion. 4A. Should the CONSULTANT t8i| to cunnnnenCa, provide, perform Or complete any of the Services to be provided hereunder in a tiOle|y manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so8StO reasonably establish to the C{)UNTY's satisfaction that tile CONSULTANT's performance iSOr will shortly he back onschedule. 4,5, In no event shall any approval by the COUNTY authorizing CONSULTANT t0continue performing Work under any particular Work Order Orany payment issued by the COUNTY to CONSULTANT be deemed o waive[ Of any right or o|ainn 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 (� ___) yemr(G) f[orn that date, or until such (inleaa all outstanding VVork Orders issued w prior to --eXp),adoo of the Agreement period have been c0rDp|ohad. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all ufthe te/n)G and conditions contained in this Agreement for One ( 1 ) additional one ( 1 _) year(m) periods, The COUNTY shall give the CONSULTANT written notice of the COUWTY'o intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The Cnuntvy�anager. o/ his designee, [nay. at his discretion, extend the AQneemnentunder all of the tcrnlaand - conditions contained in this Agreement for up to one hundred and eighty (180) days The County MeDeg8/, or his designee, shall g|V8 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, PoL�e0o|'33 ARTICLE FIVE COMPENSATION 5.1 Cornp8D8ediOD and the FnaDD8r 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 PhCB 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 Dm hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the {}QUNTY'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 Uy the C[}NSULTANT'S employees and Subcontractors to perform the work (number Ofhours times hourly ratS). and for materials and equipment used in the project (cV8tDfrn@teha|S p|Us the contractor's mark-up). This methodology is generally us8d 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 charge. ASa general business practice, these contracts include bank-Up documentation of costs: invoices would include number of hours worked and billing Tate by position (and not company (Or subcontractor) timekeeping or paV[O|| [QCURiS), 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 M@teh8|S pricing methodology specified in paragraph 5.1 above. #1 Grant Funded: The hourly rates eo set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing eStin18te(w), as required by the grantor agency. ARTICLE SIX OWNERSHIP OFDOCUMENTS OA. Upon the completion or termination of each VV0,h Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, doCunoeDts, 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 Sh@|| specify whether the originals or CDp|8S Of such Project OoCUrU8ntS are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering tD the COUNTY the Project O000rnents The CONSULTANT, et its own expense, may retain copies of the Project Documents for its files and internal use, &2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional conlpensadOO. CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable ||CenSR in all of the Project Documents for the C0UNTY'o use with respect to the applicable authorized project ortaSk, The CONSULTANT warrants tO the COUNTY that it has full right and authority to grant this license to the COUNTY. FUdher, CONSULTANT Pamc9o[33 pyA Fixed x co,`c°"mm"^»C"m^p.zononvv,'2 ^ �,v consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law, The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however,such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in paragraph 8.1. 8.1. To the extent that the Agreement pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited in Section 725.08(1) & (2), Florida Statutes. [END OF ARTICLE EIGHT] Page 10 of 33 PSA Fid term Contmutng Contract 2017 00 Vet 2 ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract DOCLIments, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from naap0DSib|e companies duly authorized to do business inthe State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement hothe policies: 8.3.1. All insurance po|icien, other than the Business Automobile policy, Professional Liability pU|iCy, and the Workers Compensation po|iCy, provided by CONSULTANT to meet the requirements Of this Agreement shall name Collier County Board of County CorDnn|ssiOnenS. OR, Board Of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement arid shall contain a severability of interests' provisions. 9.3.2. CO[Dp@DieS issuing the insurance policy or policies shall have no recourse against the COUNTY for payment ofpP8rniunna or assessments for any deductibles which all are at the sole responsibility and risk OfCONSULTANT. 8,3.3 All insurance coverages of CONSULTANT shall be primary 10 any insurance Vrself- insurance program carried by the COUNTY. and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an (3ocU[reOCG Form patterned after the current |.8.O. form with n0limiting endorsements, must reference and identify this Agreement. 9.3,5 All insurance policies shall be fully performable |O Collier County, Florida, and shall be construed iD accordance with the laws o{the State nfFlorida. 9.4, The CONSULTANT, its suboonsu}tantS and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any Dfthem, 9.5, All insurance companies from xvhonn CONSULTANT obtains the insurance policies required hereunder must meet the following rninirnunn requirements: 9.5.1. The insurance oornpany Must beduly 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 V|^ orhigher. Po�c || n[33 ,,^/.~o /"n"cw^."mm:u"*,^m7*nvo� - ~� ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized iO writing by the COUNTY, The employment of, contract with, O[ use of the services of any other person or firm by {}ON8ULTANT. as independent consultant or O1heNwioe, shall be subject 10 the prior written approval of the COUNTY. NV provision of this Agreement shall, however, be construed as constituting aD agreement between the COUNTY and any such other person Orfirm. Nor shall anything in this Agreement be deemed to give any $Vch party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the 88n/}ces required under that Work Cnjer. Such personnel shall be committed 10 the project or task specified in the Work in accordance with the percentages noted |n the attached schedule. CONSULTANT shall also identify |nthat Schedule e@ChsubConaU|tant and subcontractor it intends to utilize with respect to the Subject Work Order. All personnel, subconsultants and Subcontractors identified in the Schedule shall not be removed oF replaced without the C[)UNTY's prior written consent, 10.3' The CONSULTANT is |i8b|S for all the acts or omissions Of its aubconsVhan1s or aubcoDh8ntcr3. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this AQn8erDeDt and any Subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the C[)NSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each gUbcoDSu|t8ntOr subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the aubConau}tant or Subcontractor so that the Suboonsu|dOg or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require e8chaubcoUSu|tant o[subcontractor 1Venter into similar agreements with its Sub-aubconmV|tantonrsUb-oubCOntrgctorn. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is @ third-party beneficiary ofeach contract entered into between CONSULTANT and each aubconSUkGDt0[ sUbcUOt/GCtOr, however nothing iD this Agreement shall be construed to create any contractual relationship between the COUNTY and any SuboOOSU|tantorsubcontractor. Further, all such contracts shall provide that, at the COUNTY`S discretiun, they are assignable to the COUNTY upon any termination Uf this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1, ThaC(JNSULTANT's acceptance nf final payment for Services provided under any Work Order shall constitute a full waiver of any and all dainna, except for insurance company subrogation C|eirns, by it against the COUNTY arising out of the Work Order orotherwise related to those 8en/iCeS, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Pa-c 12^[33 po,�r^rd/,,m'.^"uo~,.:c"",,mc'z.,,r'x^v Vetz ` ` � unsettled. Neither the acceptance Of CONSULTANTS Services nor payment by the COUNTY shall be deemed Uobe a waiver of any ofCOUNTY'S rights against CONSULTANT, ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services OfCONSULTANT, It |a agreed that either party hereto shall at any and all times have the right and option tDterminate this Agreement by g|V|Og to the other party not i8sS than thirty (30) days prior written notice of such termination. Upon this Agreement being So terminated by either party her8to, neither party hereto shall have any further rights or obligations Under this Agreement subsequent to the date of termination, except that G8n/iceS specified to be performed under previously issued Work Order, shall proceed tO completion under the terms Of this Agreement, 12.2. The CONSULTANT Sho|| be considered in material dgfau|t of this Agreement and SuCh default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in vxhD)e or in part, as further set forth in this 8eC1ioO, for any of the following remnons� (@) CDNGULTANT'a failure to begin Services under any particular VVV[k Order within the times specified under that Work Order, or (h) C[)N3ULTANT's failure to properly and hrne|y perform the Services to be provided hereunder or as directed by the COUNTY. Or (o) the bankruptcy or insolvency or general assignment for the benefit of creditors by CONSULTANT or by any Of CON8ULTANT's principals, officers or directors, or (d) C[}N8ULTANT`s failure to obey any |avVs. Onƒ{Dancen, regulations or other codes of conduct, or (e) C[}NSULTANT'8 failure to perform orabide by the terms and conditions of this Agreement and any Work Orders ineffect, o[ (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice ofthe material default. 12�3, If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in dBh3U|t. or that its default was eXcusab|e. orthat the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, them the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4. b8|VVv. and {}ONSULTANT's remedies against the COUNTY shall be the same as and be limited to those affOKj8d CONSULTANT under paragraph 12.4 below. 124. NobmithStondingaOy(hing herein t0 the contrary (including the provisions Vfparagraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any \Ak}[k Orders in effect, in VvhV|e or in part, vvi(hnVt cause upon seven (7) calendar days written notice to CONSULTANT. In the event ofsuch termination for convenience, C[}NSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be Got|t|8d to any other or further recovery against the C[}UNTY, including, but not limited to, anticipated fees or profits Dn Services not required to be performed. CONSULTANT must mitigate all Such costs to the greatest extent reasonably possible. 12,5, Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth Pave 13.,|'33 osa/'.°um"nc^*"^umuc..*u,znnmwv=. 2 and described in this Agr8enn8n\. iOdUding those described inArticle O. that are in {:(}NSULT/\NT'S possession - or under its control arising out 0fo[ relating tD this Agreement Orany Work Orders. 128 The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written U �� DfsUohSVmp�naiOn� |f � oFanyporti0Dofthe Services tObe rendered hereunder are so suspended, the CC}N8ULTANT'S sole and exclusive remedy shall be to seek 8nextension of time to its schedule in accordance with the procedures set forth in Article Four herein. 127. In the event (i) 1he COUNTY fails to make any undisputed payment to CONSULTANTwithin forty-five (45} `days after such payment is due as set forth in the Work <}nderOrsuch other time as required by Florida's Prompt Payment Act 0r (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued V\k»rk Order. and (i|) the COUNTY has failed to CV[a such default within fourteen (14) days uf receiving vVri�ennDU /� 0fSarn8 �ornC{�N��ULTANT. then (�{)NSULTANT may stop� `ifS' performance ^uOder �h� Subject VV0rh Order until .such d��aU|� i6 cured, after giving the COUNTY a second fourteen (14) days written notice Of [|ONSULTANT's intention to stop performance Linder the applicable Work Order. |f the Services are sO stopped for G period ofone hundred and twenty (120) consecutive days through no act o/ fault ofthe CONSULTANT or its sUbcoD8u|tmnt or subcontractor ortheir agents or employees or any other persons performing portions Of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONBULTANT's intent to terminatethatVVnrk Order. If the COUNTY does not cure its default within fourteen /14> days after receipt OfCDN8ULTANT's written nOUCa, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1, The CONSULTANT warrants that CONSULTANT has not employed or retained any cornpany or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, oOnOpaDy. COrpOraUOD, individual or fi[On, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon Vr resulting from the award or making nf this Agreement o[ any Subsequent Work Order. 13�2. �� (�<�fd/\ Projects: In accordance with provisions of Section 287.055` (5)(a). FloridaSiotut �� th8 CONSULTANT agrees to execute the required Truth-|n-Negod8hon Certificate, attached hereto and incorporated herein as Schedule O. certifying that wage rates and other factual -unit costs Supporting the compensation for CON8ULTANT'm services tobe provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and Current at the time of the Agreement or Such subsequent Work Order. The CONSULTANT agrees that the original price as set forth iD each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Pa�­cl4o[33 p^A/'.`'or�,".c"nm.°,"u^^,.*��zo;n*^vo,z ',~� or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2, In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: 239) 252-2667 E-Mail(s): Evelyn.ColonAcolliercountyfl.gov Pave 15 it 33 rt,,,"ontsolluig('ontra,t 21; 7(1(o)V . 18.2. All notices required or made pursuant b} this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail Ge[viCe, postage pn]paid, addressed to the following C[)NSULTANT'S address Cfrecord: Company Name: Cardnm' Inc. Address: 1821 Victoria Ave. FL My8nS, FL33801 Authorized Agent: [)ouA|oa Stoker, PE, VP Attention Name & Title: Telephone: 239-337-3330 E~N8ai|(s): dDuC�3toker(aDO3[dnO.comn 16.3. Either party may change its address of record by written notice hDthe other party given in accordance with requirements Ofthis Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests ofthe COUNTY and assume towards the COUNTY a duty of the highest trust, coD6dence, and fair dealing. 17.2, No rnodifioation, vvak/8[, suspension or termination of the Aon}ennemt or of any terms thereof shall impair the rights o[ liabilities of either party 173 This Agreement is not osSiOnab\e. Or otherwise transferable in vvhoha or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party ofa breach Of any provision 0f this Agreement shall not bedeemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5, The headings of the Articles, Schedules. Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in Such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17,7. Unless otherwise expressly noted henain, all representations and covenants of the parties shall Survive the expiration o[ termination of this Agreement. Pv:c |hvf 33 /vwlr""nc^"""m"ur"="",zn1?w*v,,2 . *�r 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule 0 CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE. Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432- EV , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box IS ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18,1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida. which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. I) At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Page 17 ul'33 \1 i:e.,Jrrrns t[,ntlrumw l',n.JC1 20171,09 Vcr 2 shall be adiUshydb} exclude any GUnlsby VYhichthe <�(]UNTYdetermines the Q}nnpeD8a\onVVas increased 'due to inaccurate, incomplete. Or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY Ofand i6in compliance with the terms Of Section 287.133/2\/@\ 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 public entity crime may not Submit a bid. proposal, V[ reply oO g contract to provide any goods or services to a public entity: may not submit bid. propoaB|. 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, prmpOoa)8^ or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, SUpp|ie[ subCVntraot0[, or consultant Linder contract with any public entity: and may not transact business with any public entity in excess 0fthe threshold amount provided ins. 287.O17 for CATEGORY TWO for 8 period of 36 months h]U0Vving the date of being placed on the convicted vendor |i8L" ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the p@rtieS, the parties shall make o good faith mffDd to resolve any Such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the CC}UNTY'S staff person who would make the presentation of any settlement reached during O8Ao1iaUOne to the COUNTY for approval. Failing [esO|UtiOo. and prior to the commencement of depositions in any litigation between the parties arising out of this AgroenlenL the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the C[)UNTY's staff person who Would make the presentation of any settlement reached at mediation tO the COUNTY'S board for approval. Should either party fail h) submit t0mediation as required hereunder, the other party may obtain a court order requiring rnGdi31i0n under section 44,102^ Fla. S\aL 20.2. Any suit V, action brought by either party \o this Agreement against the other party relating to or arising Out of this Agreement must be brought in the appropriate federal or state cQUhS in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE |K8K8lGRAT|C]N LAW COMPLIANCE 21.1, By executing and entering into this agreement, the CONSULTANT is formally aChDovv\edQ|Dg without exception or stipulation that it is fully responsible for C8nOp|yiDg with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, 8S either may be amended. Failure bythe CONSULTANT to Pnuo |Nc,[33 rsap^^aaooc^�=wgc~`v�,zmr^.wvr^z ' �� comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page 19 of.33 PSA cited Tenn Continuing Contract 2011 000 Ver 2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST; BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller A - / , alAM By: C,. By: ., Burt L. Saunders Chairman Date: ' ,...-a_..... Atttas t:o clrairman's 'Sfgil*Te$111Y. pproved as to Form and Legality: Cd'unty Attorney Cokol oil eveen-L-- Name (:\,...oul nt's Witnesses: rs \ Consultant: Cardno, Inc. --- Witness . 04 / r i 4e lief i;s041 474 ame and 1 I Nam nd Title ( tnes 7.0 Xi Name and Title Page 20 of 33 NA Fv,ed Term Ctnittnerng Contract 2017 009 Vet 2 1 't, SCHEDULE A WORK ORDER Contract(10-0000"Name of Contract" Contract Expiration Date: _,?U This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions ol'thc Agreement referenced above,this Work Order is assigned to:Name of'Firm 5_o e of Work: As detailed in the attached proposal and the following: * Task I * Task I1 * Task III Schedule of Work: Complete work within days from the dime of the Notice to Proceed which is accompanyint,this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement it 00-00()1)will survive and remain subject to the terms and conditions of that Agreement until the completion or terniination of this Work Order. Compensation: in accordance with the Agreement referenced above,the County will compensate the Finn in accordance with following method(s): ❑Neg,otiated Lump Sum (NLS) []Lump Sum Plus Reimbursable Costs (LS RC)[Tyne & Material (T&M) (established hourly rate Schedule A) ]Cost Plus Fixed Fee (CPFF). (define which method will he used for which tasks)as provided in the attached proposal. 'fast; I S Task II 'Task ill TOTAL FEE $ PREPARED BY: _ Name and Title Date APPROVED l31' (Dept Name), Division Director Date APPROVED BY: _type name,Department I lead Date by the signature below,the Firm(including employees,officers aridror,agent:)certifies,and hereby discloses,that,to the best of their knowledge and belief,all relevant fuels concealing Nett,present,or currently planned interest or activity thnaneral,contractual,ort,:mi?.atiunnd,or otherwis:e)which relates to the proposed work.and hear on whether the Firm has it potential conflict have been fully disclosed. Additionally,the Firm agrees to Willy the Procurement Director.in,,tiering within 4$hours of learning ot'any actual or potential conflict of interest that arises durioa ore Work Order and/or project duration Acc' pml:)13Y: (Firm Name) Name&Title of Authorized Officer ).)ate Page 21 of 33 PSA Fried Tenn Continuing Contract 2ii 17.ftt'19 Ver 2 ' SCHEDULEB BASIS QFCOK0PENSTAT|C)N 1. SERV|CES BAA. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a p0p0S8| from CONSULTANT for such ServiceS, said proposal to be in compliance with the terms of this Aoom8[DeMt. If the parties peach an agreement with respect to such 8en/io9s, ino|uding, but not limited to the SOOpe. compensation and schedule for performance of those 88rv/Ceu, 8 VVOrh Order shall be issued which incorporates the 1ernn3 of the understanding reached by the parties with respect to such Services. BAA.1 The COUNTY may request that CONSULTANT in writing advise the COUNTY o{ (i\ the estimated time of CC)NSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY r the ra|nnbu[Sgb|e expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply Such estimate tO the COUNTY based OnCDNSULTANT's good faith analysis. B1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described ina Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to aUthB[lZGtiOD of Services, includes all written VVO(h [)rdg[ Modifications Or Amendments. 6.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without avvhUen Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B,1A Upon issuance of a Work Order aS aforesaid, CONSULTANT agrees t0 promptly provide the Services required th8reby, in accordance with the terms of this Agreement and the subject Work Order. 2' COMPENSATION TO CONSULTANT B,2.1. Payments for Basic Services and Additional Basic Services ms set forth herein Or the Work Order shall be [nade upon presentation of the CONSULTANT'S invoice approved by the COUNTY. B.2.2 Payments will be made for services furnished, de|ivered, and aooepied, upon receipt and �| 0f�nVO|�es �ubrnit��dOnth� doteofs�n/i�eso,vviUlinsix (0} nnonthsafter ournp1edonmf approval ` ' 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 bo deemed of the essence with respect to the timely Submission of invoices under this Agreement. Yny=27o|}J 'SA//=u,u^.cm./,x MIT c""=^zu/rouvvmz /'— B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to nl8h8 payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses 0ra3u Lump Sum. 8.2A. A]Time and Material Fees� Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S P8rSODne|, with respect to this AoreerAent, including all indirect payroll related ous10 and fringe beDefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each rUUOth|y Application for Payment, CONSULTANT shall Submit detailed time [eoO[dG, 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 QbaU benn overtime pay without the COUNTY's prior written approval. B24.1. For Additional Services provided pursuant tO Article 2of 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 Baod all Reimbursable Expenses 8h8|| comply with the provision of Section B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. 13.2.42. Notwithstanding anything herein t0the cOntr3ry, in nO event may C[)NSULTANT'n monthly billings, on a cumulative baSig, exceed the aunn determined by nnU|tip|yiDQ the applicable riot to exceed taSh(S) limits by the percentage the COUNTY has determined CONSULTANT has completed such task aSOf that particular monthly billing. B.2.5. J-11 Lump SUnl Fees: The fees noted in the Work Order shall constitute the |U[np sum arnoWDt tnbe paid 10 CONSULTANT for the performance uf the Services. C[>NS[JLTANTshG|| SUbrn|t to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated 1obe required for the completion ofthe Services authorized under the Work Order and any then-authorized Additional Garvioes, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall he no overtime pay without the COUNTY'S prior written approval. B.2.0. For Additional 8e[vinae provided pursuant toArticle 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based Onthe services 1obe provided and @o set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any SUbConsV|tGntor subcontractor (o be utilized by CONSULTANT for G particular Work Order nrAdditional Services. CONSULTANT shall be limited to a nlaxirnurn markup of five percent (596) on the fees and expenses associated with such subcOnSU|tGnfs and subcontractors. 6.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Gen/ioee performed and Pnwv.23ol'33 py^/.^,u/".mcw.w^",.»c,"~../7o/7,wvv",� � �rq 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 mtehenle0t shall be in such form and supported by such documentation GS 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 83Sio Services and Additional Services. Invoices ehoU be reasonably sVbstaDhmted, 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 e[ro,G, b||UM0 not reflecting actual work done, n0 signature, 8tC.) shall be returned to CONSULTANT for correction. Invoices shall besubmitted OD C<]NSULTANT'S |ett8rhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. 13210. 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 ahG|| continue to pedb[[n the Services required Of it under this Agre8[U9nt, as directed by the COUNTY, pending FeSo|Ution of the dispute provided that the COUNTY continues to pay to CONSULTANT all arnounts 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 app[VV@|, no expenses inCU[[8d by CONSULTANT will he deemed tobae reimbursable expense. 8.8.3. The COUNTY agrees to v8innburSe CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the 8arviceS, at its direct cost with no markup; to the extent such reimbursement is permitted !n the Work Order and in uocord8DC8 with Section 112.061. F.8.. or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures |OoQ[red by the CONSULTANT as stated bS|ovv 5.3.3,1. Cost for reproducing documents that exceed the number of documents described in this Agn88r09nt and postage and handling of Drawings and Specifications including duplicate Gets 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 n0Sp8c\ to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, ifapproved by the C{}UNTY, mnay include coach airfare, standard accommodations and rnea|a, 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. 53.53 Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24u[J3 pxA I 1"..c"m""^."�c"n//cc. N/znoyvpz . � 5,33.4. Permit Fees required bxthe Project. 5.3.3.5. Expense of models for the C{}UNTY^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, 5.3.37. Other items oOrequest and approved iD writing by the COUNTY 5.3.4. The CONSULTANT shall bear and pay all overhead and Other expeDse8, except for authorized reimbursable eXp8DSe5, incurred by CONSULTANT in the performance Of the Services. 5,3,5. Records 0fReimbursable EXp8DSeS Sh8(| be kept on ageneraUy recognized accounting basis. Puuc25nf33 /'S^a^ ,!/"u,c"m.nymp 2*170o0vuz � SCHEDULE B ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $175 Project Manager $150 Senior Engineer $125 Engineer $95 Senior Inspector $117 Inspector $95 Senior Planner $164 Planner $130 Senior Designer $128 Desi ner $109 Environmental Specialist $109 Senior Environmental Specialist $120 Scientist/Geologist $115 Senior Scientist/Geologist $115 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $133 Senior GIS Specialist. GIS Specialist $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew 2 man $152 _ Survey Crew- 3 man $185 Survey Crew -4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. Ii Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA F ixedlorn Contmknag Contract 2017 Vcr 2 SCHE[JULEC INSURANCE COVERAGE 1. The 8nl0UDta and types of insurance coverage shall COnfV[n1 to the following [niDinurn P8qU|n8MleDhs with the Use of |DSUraDoe Services {]fhCa (/G[)) fOnn3 and endorsements or their equivalents, If CONSULTANT has any Se|AOBuPed retentions or deductibles under any of the below listed rninirnUnn required COVer8ge3. CONSULTANT nUW8t 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 beC[)NSULTANT`a sole responsibility. 2 The insurance required by this Agreement shall be written for not |e8G than the limits specified herein D/ required by law, whichever iogreater. 3. Coverages shall be maintained without interruption from the date of commencement 0fthe services until the date of completion and acceptance of the Project bytheC{)UNTYO[8Ssp8d6ed in this Agreement, whichever |alonger. 4, Certificates 0f insurance acceptable tD the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the h]C( that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder In oddiiioO, cedified, true and exact copies of all insurance policies required shall be provided to the CC}i]NTY, on a timely basis, if requested by the COUNTY. Such certificates shall Contain o provision that coverages afforded Linder the policies will nOt be canceled or allowed LO expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, iDe like manner, within twenty-four /24` hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insure[. and nothing contained herein shall relieve C[}N3ULTANTof this requirement to provide notice. In the event ofa reduction iD the aggregate |i,ni{ ofany policy to be provided by CONSULTANT hereunde[. CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5, All insurance coverages of the CONSULTANT shall be primary to any insurance Drself- insurance pn}gna[n carried by the COUNTY applicable to this Project. 8. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown On the Certificate of Insurance is in compliance with the requirements of this Agreement. 7� CONSULTANT shall require each of its sUbCDDSU|tantS to procure and nnaint@iO, umd| the completion of the subc0ngu|tGnt'S SSrVic9S, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY, O� Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement oretits sole discretion shall be authorized fo purchase SUch coverages and charge the CONSULTANT for such coverages purchased, If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, ]'ngr27..[3J ryAo,*^ ioxocmmo..mgcm.un�,It)/,m.vv"/2 / - the COUNTY has the righth] Vffset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be UDder no obligation to purchase such iR$uranC8, nor shall it be responsible for the coverages purchased Or the insurance company or companies Used. The deCiS|OM Of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any 0f its rights Linder the Agreement. 8. If the iDhi8|. Or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the AoreSrn2Dt. the CONSULTANT shall furnish to the C{)UNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(jes), Failure ofthe Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed o material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10� WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? # Yes —1 No VVDrk9FS' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work Under this Agreement in accordance with the laws of the State ofFlorida. The amounts of such insurance shall not b8 less than: a Worker's Compensation - Florida Statutory Requirements b. Employers' Liability The Coverage must include Employers' Liability with a minimum limit Of$1.DO0.UOO for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed 11, United States Longshoreman's and Harbor Worker's Act coverage shall bemaintained where applicable to the completion of the VvVrh. Kequir,d hy`hi,Ag,uctncv/? Fl\co � , No 12. Maritime Coverage (Jones Act) shall b6 maintained where applicable tothe completion of the work. Required by this Agreement? | | YeS EN No 13. COMMERCIAL GENERAL LIABILITY, Requiredby this Agreement? F111Yee [—1 No A, ConlnlerCig| General Liability |nSVranca, written on an ^oncurnence" b8s\s, ahe|| be maintained by the CONSULTANT. Coverage will inC|uda, but not be limited to, Bodily Injury, Property [)annmge. Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Cornpieted Operations and Products and Completed Operations Coverage, Products and Completed Operations coverage shall be PmLc28^[3J pSA/m"w/,nnc'o"m'y..ec*m,wzo'rwpm,z / �,� maintained for a period Of not less than five (5) years following the completion and acceptance bu the COUNTY of the work Linder this Agreement. Limits of Liability GhgU not be less than the h}U8w/inO: Coverage nh8U have nlin|nluol |inlds of $ 1.OUO.ODO Per Occurrence, $2.000.000 aggregate. B. The General Aggregate Limit Sh8U apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement rnndi5eo insurance provided under the following: ConO[n8rd@| General LiQbU|h/ Coverage Part. The General Aggregate L/Ooit under LIMITS DF INSURANCE applies separately tO each 8f Your projects avvWy from premises owned byor rented tVyoU." Applicable deductibles or self-insured retentions shall be the sole responsibility ofCONSULTANT. Deductibles or self-insured retentions carried bythe CONSULTANT shall be subject to the approval of the Risk K4aDagern8O1 Director or his/her designee. 14� Collier County Board of County C8[nrniaSinne[e, OR. Board of County Commissioners in Collier County. OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any Other insurance maintained by, or available for the benefit of,the Additional Insured and the Contractor's policy shall be endorsed acoovding|y, Contractor shall 8DSU[e that all sVbcVDL[aCtOrS comply with the same insurance requirements that the Contractor iS required \omeet. 15, VVatmFonoYl Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not |ena than the Connrnn/cia| General Liability |inQh shown in Subparagraph (1) above ifapplicable to the completion nf the Services under this Agreement. Required by this Agreement? Fv- Yea [-', No 16, Aircraft Liability coverage shall be carried by the CONSULTANT or the 8UBCDN8ULT/\NT in limits of not |osn than $5.000.000 each ocou[[gDC8 if applicable to the completion of the Services under this Agreement. Required by this Agreement? | IYeo FEW No 17, AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? [Oil Yes (-1 NO Business AL11tm Liability: COv8[8gB shall have DniDirnunl UUnitG of $ 1.00O'00O Per OcoU[rBnce, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include.- Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS tNSURANCE. Required bv this Agreement? [] Yee No yx�n2Vaf3J pyArnur,"nc^"ono~oc°"�=cczn/roovv*,z ° / Technmkxly Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. POLLUTION INSURANCE. Required by this Agreement? 1WYeS [-} No Pollution Insurance: Coverage shall have [ni0inlUrO limits Of$ 1.000.000 Per DCCun8RCe. 20, UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and. if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and Sh@}| include all coverages on a ''fo<|OvviOg fornn'^ basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance, 21. PROFESSIONAL LIABILITY INSURANCE, Required by this Agreement? L Yen |l No & Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for C|airnS arising out of the performance of professional services under this Agreement. CONSULTANT waiV8s its right Vfrecovery against COUNTY as to any claims Linder, this iDSurance. Such insurance shall have limits of not |eeS than $ 1^000.000 each c|Ginl and aggregate. B. Any deductible applicable to any C|8im shall be the 8O|e responsibility of the CONSULTANT. Deductible amounts are subject <o the approval of the COUNTY, C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D� The policy retroactive d818 will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall p[OnnpUy submit Certificates of Insurance providing for an unqualified written notion to the COUNTY of any cancellation of coverage or reduction in limits. other than the application of the aggregate ||O1its provision. yn addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after naCmipt, of any notices of expiration, oanooUntion, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate |<[nit reinstated to the full extent permitted Linder such policy. CONSULTANT shall promptly submit G Certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY 11w4r30'.[33 rsx/'wwu1'e,"`ounu,wmuc""/,oviw/rnovv~,z '^ -�� 22 VALUABLE PAPERS INSURANCE. In the snha disCn3tkJO of the C{}UNTY. CONSULTANT may be required to purchase valuable papers and records coverage for plans, speC[fic@bODS^ drawingS, reports, rnaps, bODks, blueprints, and other printed documents inan amount sufficient tO cover the cost of recreating or reconstructing valuable papers o[ records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY, A. If the COUNTY notifies CONSULTANT that a project profess)ona| UabUitvpDUcyYViU be purchased, then CONSULTANT agrees to use its best efforts in COopeF8UoD' with THE COUNTY and theC(]UNTY'8 iD8u[Gn08 FepreSentabve, k} pursue the rn8xinnVno credit available from the pn3f8DoimnG| liability carrier for a r8duCUDD in the premium of CC)NSULTANT^s professional liability policy. If no credit is available from CONSULTANT'S oUrFent professional policy 'underwriter, then CONSULTANT agrees to pursue the rnaxinnurn credit available 0Othe next renewal policy, i/ a renewal occurs during the term of the project policy (and on any subsequent professional |i@Ui|hy policies that renew during the term of the project policy), CONSULTANT agrees that any such credit will fully accrue to the COUNTY. 8h0,|d no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree tonegotiate in good faith a credit oD behalf of the COUNTY for the provision of project-specific prOh3SSioOa| |iabi|ityinmurance policy in consideration for a reduction in C{)N8ULTANT^s self-insured net8DhVD and the [iSh of uninsured orunde/in8uredconsultants. B. The CONSULTANT aqreeGtO provide the following information when requested by the COUNTY o[ the CO[]NTY'o Project K8@na8er� 1 The date the professional liability insurance renews. 2� Current policy limits. 3 Current dedu{tib|8S/Se|f-inSured retention. 4 Current underwriter. 5� Amount (in both dollars and percent) the underwriter will give GSa credit ifthe policy is replaced by an individual project policy. G Cost of professional insurance aSg percent 0frevenue, 7 Affirmation that the des/gn O[nn will complete 8 d[De/y project e[[u[s and omissions application. C. If the COUNTY elects to p4m:h@Se a pn4eCi professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, Dmnni0Q CONSULTANT and its professional sub000Su|tantSa6 OGMled insureds, ENO OF SCHEDULE C 11ou,31 ^|'33 11yA/^,ua'o`o*,."~uucmnup/zm7mwVor2 Othis schedule is not applicable SCHEDULE TRUTH \N NEGOTIATION CERTIFICATE in compliance with the Consultants' Competitive Negotiation Aot, Section 287,055, Florida Statutes, Ca� (company'sno. |oo� (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the \ service- of the CONSULTANT to be provided under the Professional Services Agreement� / concerning "Professional Services Library-Environmental Engineering CuteAory p/ jeotinecuunmte^ oomp|etoundcunentonofthe|imeofcnniroctinQ. BY-. T|TL � 4�� ���=�^^��='� � �� � � DATE: ��m'»�' _- Pave 32 of 33 m^ 2017 009*a SCHEDULE E Federal Contract Provisions and Assurances Other: (Description) 9 following this page (pages 1 through ) Li this schedule is not applicable Page 33 or 33 PSA 1.1‘ed t crm Continuing Contiact 201'7009 WI-2 EXHIBIT FEDERAL_ FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (% OFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order), Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the aubcontrect that (i) the subcontractor is bound by the Venna of the Federally-Funded Submwond 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 o*the subcontractor's performance of work under this Agreement, to the extent allowed and required bylaw. Specifically. the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: u 2C.F.R, Part2O0 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44C.F.B. Part 2O6 c The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.0 5121 a\aeq.. and Related Authorities n FEMA Public Assistance Program and Policy Guide, 2O17(in effect for incidents declared onor after April 1. %817) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. it is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the czntractor to provide certain information, documentation,and other reporting in order to satisfy reporting requirements |o the granting agency, Access to Records: (1) The contractor agrees to provide the County. the FEyNA Administrator. the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, pape:s, and naonrdm of the Contractor which are directly pertinent to this contract for the purposes of making audits,examinatiuny, excerpts, and transcriptions. (2)The Contractor agrees hopermit 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 FEK4A Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo,and Flags: The contractor shall not use the DHS seal(s),logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval, No Obligation by Federal Governmenti The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies /o the contractor's actions pertaining to this contract. ------------------------- [*H181T/-1 ~-- �� o-� EXHIBIT FEDERAL CONTRACT_ __ __ Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and pd(oiom relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Twnninudmu: Should the Contractor be found to have tsi|od to peMunn his services in a manner satisfactory tothe County as per this Agnammon*. the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be sole judge o/non'padonnenoe. |n the event that the County terminates this Agreement, Contracto,'s recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services riot performed, Rights to Inventions Made Under a Contract orAgreement: |/the Federal award meetm the definition of"funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract with a small business finrn or nonprofit organization regarding the substitution of parties, assignment or performance of axperimenta| developmental, or research work under that "funding agreement,' the County must comply with the requirements of37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Sroa|| Business Firms Under Government Grants, Contracts and Cooperative Agreemeotn." and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials(§20O.322)(Over$1U.OU8): (1)|n the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i)Cumpwttive|ywithin atimofraune providing for compliance with the contract performance schedule; (ii)Meeting contract performance requirements;or(iii) At a reasonable price. (2) Information about this requirement is available at EPA'o Comprehensive Procurement Guidelines web site. h!tpa./ANmmw,epqJgLq��j;�!�i8ILlqomprehensive'nrocu,emeot-quiddine±mz program Suspension and Debarment: (1) This contract is a covered transaction for purposes oY2C.F.R. pt. 18O and 2 C.F�R. pt, 3000, As such the contractor is required to verify that none of the contractor, its principals (defined /t3C.F.R, § 18&0gS). or its affiliates (defined a12C.F.R. § 180.8U5) are excluded (defined at 2 C.F.R. § 180.A4O) or disqualified (defimedat2C.FR. § 18D.935). (2) The contractor must comply with 2 C.F,R. pt. 180. subpart C and 2C,F.R� pt. 3UOO. subpart C and must include orequirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a mmioMa| representation of fact relied upon by the County. If it is later determined that the contractor did not comply w/ith2C.F.R. pt. 18O.subpartCand2C�F.R, pt. 3000. mubpart C. in addition tu remedies available 0othe 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. 18O. subpart C and 2 CY.R.pt.3000,subpat C while this offer is valid and throughout the period uf any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requHng such compliance in its lower tier covered transactions. Contracting with small and minority businesses,women's business enterprises, and labor surplus area finno §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses,women's business enterprises, and labor surplus area firms are used whenever possible, (b) Affirmative steps must include: (1) Placing qualified mmuU and minority businesses and woman'o business enterprises 'On solicitation lists-, (2)Assuring that small and minority businesses,and women's business enterprises are solicited wveoever they are potential soumem� __--- ------- EXHIBIT|'Z - EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements. when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the reouirement permits, which encourage participation by small and minority businesses,and women's business enterprises; (5) Using the services and assistance. as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6)Requiring the prime contractor, if subcontracts are to be let,to take the affirmative steps listed in paragraphs(1)through(5)of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1,3 must include the equal opportunity clause provided under 41 C.F,R. §60- 1,4. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity,or national origin. Such action shall include,but not be limited to the following.Employment, upgrading,demotion,or transfer,recruitment,or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in ail solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion,sex. sexual orientation, gender identity,or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,proceeding, hearing,or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding,a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1966, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor, EXHIBIT I 3 '2j EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII, In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncomp lance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. EXHIBIT i-4 I, '19� EXHIBIT FEDERALCONTRACTPROVS|ON8ANDA8GURANCE8 _ (4) Subcontracts.The contractor o.,subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through (4)of this section and also a clause requiring the subcontractors 10 include these clauses in any lower tier subcontracts. The prime contractor shall be nonpooeib|a for compliance by any subcontractor or lower tier xubcontnoc:u,yith the clauses set forth in paragraphs (1) through (4) of this aeotkzn." AdministraUxe. Contractual, or Legal Remedies (mver $15O.8U0): Unless otherwise provided in this conhrac , all claims. cuuntepdaimu, disputes and other matters in question ba$meow the local government and the con\mnctor, arising out oforrelating to this contmct, or the breach o/it,will be decided by arbitration, if the parties mutually agnee, or in a Florida court of competent jurisdiction. Clean Air Act and Federal VVate, 9u||udon Control Act: (over$15O.O00) (1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended` 42 U,G.C. § 7401 e/ meq, (2) The contractor agrees to comply with all applicable standards, orders o/regulations issued pursuant tothe Federal Water Pollution Control Ac\, as ornended. 33 U,&C. 1251e/anq, (3)The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn,report each violation as required to assure notification tothe Federal E mergency Management Agency, d the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees toindudethewe requirements in each subcontract exceeding S15U.0O8 financed |nwhole or in part with Federal assistance provided by FEK8A. Byrd Anti-Lobbying Amendnnont(31 U.S.C. § 1352 (as amended) (over$1U0.8OV): Contractors who apply or bid for an award of$100,000 or niore shall file the required certification, Each tier certifies tuthe 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 Congnauu, officer or employee of Congresa, or ar, employee of member of ConQnauo in connection with obtaining any Federal contract, grant, or any other award covered by31 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 upto the naoipienL^ State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction fora pjblic entity crime or on the discriminatory vendor list may not submit o bid on acon\naot to provide any goods or services to a public entity, may not submit o bid on aconhnct with a public entity for the construction or repair ofapublic building n,public work, may not submit bids on leases of real property (oa public enhty, may not be awarded or perform work as auuntnactor. auppUmr, subconbactor, or consultant under contract with o public entity, and may not transact business with any public an\|\y in excess of $25.000.00 for a period of28 months from the data of being placed on the convicted vendor list o,on the discriminatory vendor list, Lobbying: No funds received pumuan,io this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(6). Florida S!ckutas, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or tier duties and incorporate into all subcontracts the obligation to comply with Section 20,055(5). Florida Statutes. Record Retention ' The contractor shall maintain and retain sufficient records demonstrating its compliance with the tonnm of the Agreement for o period o/ at least five (5) years after final payment is made and shall allow the County. FDEN|,or its designee's access to such records upon request. collIef Cum*v Svlicnmmp1er*;c-Ev EXHIBIT BO��CONTRACT PROVISIONS� .......... � Acknowledgement uf Terms,Conditions, arid Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement,a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the aubnontnector is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal |ewe and nego|eUonm. and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subco-itractor's pedonnonn*of work under this Agmenoont, to the extent allowed and required by law, The recipient ahoU document in the quarterly report the subcontractor's progress in performing its work under this agreement, For each subcontract, the Recipient shall provide awhtton statement to the Department em0n whether the omboontnactoria a minority vendor as defined in Section 288703^ Fla.Stet On behalf ofnmy firm' |acknowledge,the grant requirements identified in this document. Vendor/Contractor Name____Candno` |nc._ Duha December 11. 2O1O Authorized Signature me-President EXHIBIT|-6 uxx� C0111ef cuuoty Smicitawnn1or«su4"v EXHIBIT FEDERAL C0NTFAl��PROV|S|�NSANDAS3URANCES CERTIFICATION REGARDING DEBARMENT,SUSPENSION,|NEL|G(BI&TY and VOLUNTARY|EXCLUSION Contractor Covered Transactions (|) The prospective subcontractor of the Sub'reoipient. Collier County, certifies, by submission ofthis document, that neither it nor its prino`pm|a is presently debarred, suspended, proposed for debarment, declared ine|igib|e, 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$n1hioform. CONTRACTOR Cmrdno, |no By: Signature Stevan P. Howarth, PE, Vice President Name and Title 1821 Victoria Avenue, Suite 1 Street Address Fort Myers, FL339O1 Chy, State,Zip 07-830-1683 DUNS Number December 11. 2019 DuUa Sob-RecipientName: Collier County Board oy County Commissioners DE7N Contract Number Z0801 FEMA Project Number" 4337DRFLP0000001 EXHIBIT -7 � w@ `_- Collier County Solicitalion 18 7432 EV COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be vet*ied Unveritable statuses will require the vendor/Prime Contractor to either provide a revised statement or provide source downierinon COntratItOr th.3t f,rPlv(-5,3 contra,.I A.VENDOR/PRIME CONTRACTOR INFORMATION PRIML NAME PEillsat f ib NUMBER CON TRACI DOLLAR AMOUNT • Cardno, Inc, 45-2663666 I s;IA hi''I A FLOHIDA.IERTIFIFD DISADVANTAC,f D, VETERAN? Y 0 ,S THE ACTIVITY OF THISCONTRACT, MiNORITY OR WOMEN BUSINESS ENTERPRISE ? mirtrimar/wer)?OR HAVE A SMALL EASADVANTAGED DBE Y CONSTRUCTION? BUSINESS RA CERTIFICAtION FROM THE SMALL BUSINESS MBE? Y ffp CONSULTATION? 0N ADMINISTRAltION?OR A SERVICE DISABLED VETERAN' WBE? Y 410) OTHER? SOB FIA? Y (i) IS THIS SUBMISSION A REVISION) (N) lir yES,RTVISIONNUMBE 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, MBE, SUBCONTRACTOR OR TYPE OF ETHNICITY PERCENT OF CONTRACT WBE VET, SUPPLIER WORK OR CODE DOLLARS SMB8A NAME SPECIALT (See Below) MBE/DBE/SEE WD Environmental Sciences,Inc Waste Disposal a Projects under this _ Professional Services HI if Cella Molnar&Associates.Inc. Public Involvement NMW Library cotract wit _ vary, Therefore, „.„ Asbestos/Indoor contract percentages SHE Greenfield Environmental,Inc 0 Air Quality for our fv-/BEIDBEISBEI Ambient Technologies,Inc Environmental 0 D/MAA/Alet/SMB8A :SOB firms will be based upon each assignment. 107 ALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OE SUBMITTLR DATE TITLE OF SUBMITTER Steven P.Howarth,PE December 11,2019 Vice President EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER steve.howarth©cardno.c,om 239 337,3330 239 672.4096 Noll:This information is used to track and report anticipated DBE or MBE participation in federally funded contracts.The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation and when awirdad Coulty;antr it,tho,prare wit be asked to update the information for the grant compliance files. ETHNIC! CODE TV Black Anieor,ao rt,,oan:L ismer,r.an 'sate American NA- Subt.;)ot Asian Arn,,nr.:411 SAA Astir Pafc American APA _Ilon-MIrtority Wornt.r Ntvl Othpr riot at if other grout)listedii D.SECTION TO BE COMPLETED BY COLLIER COUNTY vAR-,Mi t4"1 NAMI itt CON1RAt,T AN T PROGRAM/CON RAc ACCEPTED BY: CATE 11/18/2019 11:43 AM Exhibit 1-8 p 33 Collier County ommhatmm1x-74o2-sv EXHIBIT FEDERAL ASSURANCES _ LOBBYING CERTIFICATION (Tobe Submitted wbi-Leacb Did nr offer exceeding$1OO.008\ ` ` _....... ... .... ........ The undersigned(Contractor]certifies. to the best of his or her knowledge.that: 1, No Federal appropriated I'Linds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence on officer or employee of an agency, e Member o[Congress, an officer o,employee of Congress,oran employee ufa Member of Congress in connection with the awarding o=any Federal contract, the making of any Federal grant the making of any Federal /oan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan,ur cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid o,will be paid to any person for influencing o,attempting ho influence an officer o employee of any agency. o Member of Congress, en officer or employee of Con0meao, or an employee of Member of Congress in connection with this Federal cnnt/act, g,ant, 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 dOCLments for all subawardoo| all tiers (including subcontracts, subgran1a, and contracts under grants, loans, and cooperative agreements)and that all nubvadpiento shall certify and disclose a0000ding|y. 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 toa civil penalty of not less than$10.OUOand 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. |n addition, the Contractor understands and agrees that the provisions of31 U.S.C. § 38O1 at noq.. apply to this certification and disclosure, ifany. Cgrdno. lnu. Contractor(F|nnNoma) AigntofCo ohaadOfhcio| StevenP, Howarth, PE, Vice President Name and Title uf Contractor's Authorized Official December 11. 2D1S Date .......... �'������� EXHIBIT|-9 Ac-tD,RE:p- CERTIFICATE OF LIABILITY INSURANCE DATE'MM/DDITYYY) C70.W3/7020 THIS CERTIFICATE CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SI, AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policylles)must have ADDITIONAL INSURED provisions or be endorsed.If - SUBROGATION IS WAIVED,subject to the torrns and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsernont(s). ....- c PRODUCER CONTACT a, NAME, Aon Risk Services Southwest. Inc ei4ifirit FAX INC."F 0, 866281?Ii2 (ROO) 163-010S 1; Houston TX Office7:;c.N.., , . 5555 San Felipe E-MAIL -0- suite 1.S00 ADDRESS. = Houston TX 7705fi USA INSURER(S)AFFORDING COVERAGE NAIC 4 INSURED 16535 INSURER A: Zurich American Ins Co Cardno, Inc., INsuRER a, American Guarantee & Li abi I i ty Ins Co 26247 380 Park Place Blvd Suite 300 INSURER C: I ron ialshore Spec ty Insurance Company 25445 . Clearwater FL 33759 OSA /NSURER 0: Lexington Insurance company a.9437 INSURER E, INSURER F: COVERAGES CERTIFICATE NUMBER: 570082941806 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA10 CLAIMS. Limits shown are as requested. INSR Ant,SUBR POLICYEFF 1 POLICTEXP LTR TYPE OF INSURANCE INSDI WVD If POLICY NUMBER LiaMiDtrilYYY1!j1VIMIDDIYYYY.)4 LIMITS A C COMMERCALMENCRALLABILgY 'ral.001i 0396.105 0b/3012v10i0ii i0/202 I EACH OCCURRENCE S2,000,000 bAsiAZEICiPtFiln CI AIMS,MADE rx I(,TCCUR S i 000,000 2REMISES4En0=WtmA!_ Per Propel IVN.$Z.M MED EXP Any ore pee.,on) S10,000 PERSONAL A ALIV INJURY $2,000,000 8 m GEN't AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE Si0,000,N° '---- .- PCX 1CV 1771.74 ..1'"°C PROGUCTS,COMPIOPAGG 52,000,000 gi m GTHER 8 A ammo BILE Luatrry BAP 0183962-05 06/30/2020 06/30/2021 cOMBINtO SINGLE OMIT S2,000,000 0 fEarmAreel ......._. 0 x" 1 ANY/OTC DODILY INJURY(Hof tmon,I,) 2 . —ISCHEDULED BODILY A.ILIFRY(Per acc:,Iiir ()IMRE() 21 AUTOS ONLY , 1 AUTOS - pRopERTYDAMAGE M RIREnAUTUS iNeFhOWNEO 1 Wm ecandeetL _i Autos omy 1 ! •E" i 0 B W UMBRELLALAB X OCC,UR A0(018332703 06/30/20 000/30/20/1 EAcH OCCURRENCE SID.000,000 , EXCESSLAB CLAMV.5-MACE tAGGREGATE $10,000,000 i GEO IRETENT1ON : A WORKERSCOMPENSATIONAND WC 0183460uS '06/:imoin CE130ROZ11 ,1 PER StATuTE otu. EMPLOYERS'UADIUTY YIN ! ^ I Ea-, ANY PROPRIETOP,'PARTNERI EXECUTIVE N N,A I EL.EACH ACCIDENT 51,000.000 Or rICERMEMBEft FXCLUDEDS (Mandatory in NH) . . if.L OrtlEASE,EA DAP;OYEE 51,000,000 It pm,,1«,:alpi,,IP(Ekif DESCRPTION OF OPERATIONS Wu* F.L DiSEASE.POUCY uNIU Si,000,000 0 rArchit&ing Prof leSoe12000430 05/30/2020,C6/30/2021 Aggregate $3,750,000----......, ;Claims Made I Each Claim $3,750,GOO.111111, ....xi'. I I -613,1 DESCRIPTION OF OPERATIONS r LOCATIONS.'VEHICLES ACORD 101,A4Jelitional Remarks Schedule,may he stiachad lfrown spAco I,required) 1.• ContracT Number: 1.8-7432-Ev - Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier da County, OR, Collier County Government, OR, collier is included as Additional Insured in accordance with the policy provisions nce of the General Liability and Automobile Liability policies as required by written contract. The General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory.to other,Insurance availab!e to an Additional Ka.,. Insured, but only in accordance with the oolicy's provisions. The Umbrella Liability policy evidenced herein provides excess ,it ,r.4 and follows form of the underlying General Liability. Automobile Liability, Pollution Liability. Professional Liability, and w- ,': mr- Employers Liability policies. with respects to policy number PsoFF2000430 Ann Risk solutions (U.S.) is generating and gill CERTIFICATE HOLDER CANCELLATION - -t ,,.. .._ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF: NOTICE WILL DE DELA/Eno) IN ACCORDANCE MATH THE 2- •T.:, POLICY PROVISIONS, @Lass Collier County Board of AUTHORIZED REPRESENTATIVE County Commissioners 3925 Tamiami Trail E, Or' Naples FL 34112 USA *59-42.149:Zeidrxe)54.2esseeri(Leule rn . ,.....1 .=== MI 511988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03i The ACORD name arid logo are registered marks of ACORD AGENCY CUSTOMER ID: S70000051.836 LOC#: Akic-c-mr ADDITIONAL REMARKS SCHEDULE Ann Risk Services Southwest, Inc. cardno, Inc. N:onEe See certificate Number: 570082941806 P,HREP see certificate Number: 570082941606 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability insurance INSURER(S)AFFORDING COVERAGE NAIC# INSERER INSURER INSURER ADDii N Al, POLICIES policy below does not include limit in WTI-nal:OH,TeICT In he corresponding policy on the ACORD certificate form for POTH 1 NH I( INNIt ADDI 1 NNNIII111 I FT) N tON IVIltS R kt INSO WN't) INNIT HIVE I)))1))1 1 •OTHER C Env Ste I. 002::.6V06 06/30/7020 06/30/2021 Each $10,000 000 Occur mice Aggregate $10,000 000 • 1 ACORD 101(2008/01I c 2008 ACORD CORPORATION All rights reserved The ACORD name and toga are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: Ak4C-C)VW ADDITIONAL REMARKS SCHEDULE Pageoi _ ACti0OCY NAN...0 IMILIRL Aon Risk Services Southwest, Inc. Cardno, Inc. WC;LICIN'NaluftFR See Certificate Number: 570082941806 cAR.F.qte Qor See Certificate Number: 570082941806 ncnve:Art ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance AdOrborel Lew:row ofOoeolPom.fLocovere4 VelooloN distributing this certificate in an administrative capacity. Aon Risk Services Sydney Australia is the broker for the defined policy. ACORD 101(200stei) 2008 ACORD CORPORATION.All rights teserveri. The ACORD name and logo are registered mai*,of ACORO AGENCY CUSTOMER ID: 570000051.836 LOC#: AC-4:7W CY ADDITIONAL REMARKS SCHEDULE AGENCY NAME)INSURED 'Aon Risk Services Southwest, Inc. cardno, Inc. POLICY NUMBER See Certificate Number: 570082941806 CAPREP NA,L.COCE see Certificate Number: 570082941806 CFFE.IIIVF VATS ADDITIONAL REMARKS •THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance CARDNO NAMED INSUREC Cardno ChemRisk, LLC. Cardno EM-Assist, Inc. Cardno Emerging markets USA, Ltd. Cardno ENTRIX Cardno ERI Cardno GS. Inc. Cardno Haynes Aaley, Inc. Cardno JFNew Cardno MMA Cardno NC, Inc. Cardno TBE (AZ) Cardno IRE (FL) Cardno TBE; TBE Group, Inc. Cardno TEC, Inc. Cardno USA, Inc. Cardno WRG, Inc. Cardno WRG, Inc. dba WRG Designs Inc. Cardno, Inc (OR) Cardno, Inc. (TX) Cardno, Inc. (FL.) Ensight Haynes whaley, LLC Entrix Inc. dba Cardno Entrix Environmental Resolutions, Inc. ES NY Engineering, P.A. PC. 3.F. New & Associates, Inc. JFNew TBE Group, Inc. (Adden) TBE Group, Inc. dba: Cardno TBE TBE Group, inc., Cardno TBE TBE Professional Services, PLLC WRG North Carolina PLLC ACORD 101{200Si01} 2008 ACORD CORPORATION i All rights reserved. The ACORD name and logo aro registered marks of ACORD Contr������ Liability ` ��`�y ���K�K�U�0N�n�aU ��������es � �� ~�� 0��U��0�^ '� ��-- — '� Supplemental-- Coverages And �~����u��uo Conditions `���~".����n8 Policy No, FAT Date of 1101 1"XI) unle of w uroaw of End *odtwerwo /ddl *ew ketuln*em oLDn1ozuo 'us 06/30/2020 06m012021 06/3012020 14340000 lwCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ |TCAREFULLY. This endorsement modifies insurance provided under the, Commercial General Liability Coverage Part NON-OWNED WATERCRAFT SCHEDULE ____ YYatencraftLanQ\h� xse\ | (If no amount is shown above. 51 feet applies,) A. Non-owned Watercraft Liability Extended Coverage Paragraph (2)of Exclusion 2.g.Aircraft,Auto Or Watercraft under Section I —Coverage A—Bodily Injury And Property Damage Liability is replaced by the foUm*ing� (2) A watercraft you do not own that is: (o) Less than the length shown in the Non-Owned Watercraft Schedule cf this endomement-, and (b) Not being used to carry persons or property for ochorgm� B. Damage Tp Premises Rented Or Occupied ByYou 1. The last paragraph under Paragraph 2. Exclusions of Section | — Coverugm A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c.through n.do not apply to damage by"specific perils"to premises while rented to you or temporarily occupied by you with permission of t,o owner. A separate Damage to Premises Rented -o You Limit of Insurance applies to this coverage as described in Section III—Limits Of Insurance. 2. The paragraph directly following Paragraph (6) in Exclusion j. of Section | — Coverage A — Bodily Injury And Property Damage Liability )a replaced by the fo||owinQ� Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage by "specific perils"), including "property damage" to the contents mfsuch pramioes, rented to you under moto\ agreement for a period of 14 o/ fewer consecutive dayn. A separate Limit of Insurance applies to Damage to Premises Rented 10 You ae described |n Section III—Limits OfInsurance. 3. Paragraph 6.of Section III—Limits Of Insurance is replaced by the following: G. Subject to Paragraph S. above. the Damage To Pnam|mee Rented To You Limb is the most wewill pay under Coverage A for damages because of"property damage"to any one premises while rented to you, or in the coaa of damage by one or more 'specific perils" to any one premises. while nanhnd to you or temporarily occupied by you with permission of the owner. 4. Paragraph a.of the"insured contract"definition under the Definitions Section is replaced by the following: u-GL-Imm-Eow(04m») puqe I of Includes copyrighted material m Insurance Services omue.mc. with its permission a. A contract for a lease of premises, However, that portion of the contract fore lease of premises that indemnifies any person or organization for damage by "specific porilu^ to premises while rented to you or temporarily occupied by you with permission of the owner is not an"insured contract-, S. Paragraph (ii) under Paragraph 4.b.(I) of the Other Insurance Condition under Section |V — Commercial General Liability Conditions is replaced by the following: <ii) That is property insurance providing coverage for ''apaciMo perils" for premises rented to you or temporarily occupied by you with permission of the owner, G. The following definitions are added 8z the Definitions Section* "Specific peh!u" means fire, ||ghtning, exp|osinn, windstorm or hai|, nmnke, aircraft or vah|c|es, not or civil commotion, vandalism: leakage from fire extinguishing equipment,weight of snow, ice or sleet or"water damage". "Water damage" means accidental d)uchorQo or leakage of water ursteam as the direct result of the breaking or cracking of any part cfa system or appliance containing water orsteam. C. Additional Insured—Lessor Of Leased Equipment—Automatic Status When Required In Lease Agreement With You 1. Section It—Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in a vvhttom contract or written agreement that nuuh person(s) or organ izahon(u) be added as an additional insured on your poDoy. Such person(s) nrorganization(o) is an additional insured only with respect to liability for"bodily injury", .'property damage" or "pnmora| and advertising injory" caused, /n whole or in part, by your maintenance. operation cr use of equipment leased to you by such person(s)or organization(s). However, the insurance afforded|o such additional insured: m. Only applies to the extent permitted by law: and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. 2. With respe::t to the insurance afforded to these additional insureds,this insurance does not apply to any "oouurnanoa''which takes place after the equipment lease expires. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured�or h. Available under the applicable Limits of Insurance shown in the Declarations: whichever ialess. The insurance provided by this Paragraph C. shall not increase the applicable Limits of Insurance shown in the Dedmnsduna, D. Additional Insured—Managers Or Lessors OfPremises 1. Section U—VVhu Is An Insured is amended to include as on additional insured any person(s) ororgmnizohon(y) that you have agreed in a written contract or written agreement to name as an additional insured, but only with respect to liability arising out of the mwn*,ship, maintenance or use of that part of premises leased to you and subject 0o the following additional exclusions: This insurance does not apply to: a. Any"occurrence"which takes place after you cease to be a tenant in that premises, b. Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured manager or lessor of the premises leased hoyou. However,the insurance afforded b such additional insured: a. Only applies to the extent penniKedby|aw� and u'GL-moo-eow(0w/13) Page zoro b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III-Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of Insurance shown in the Declarations: whichever is less. The insurance provided by this Paragraph D. shall not increase the applicable Limits of Insurance shown in the Declarations. E. Additional Insured-State Or Governmental Agency Or subdivision Or Political Subdivision-Permits Or Authorizations 1. Section II - Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivison or political subdivision that you have agreed in a written contract or written agreement or that you are required by statute. ordinance or regulation to name as an additional insured, subject to the following provisions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. b. This insurance does not apply to. (1) "Bodily injury„ "property damage"or"personal and advertising injury„arising out of operations performed for the federal government, state or municipality; or (2) "Bodily injury" or"property damage included within the"products-completed operations hazard''. However,the insurance afforded to such additional insured: a. Only applies to the extent permitted by law: and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds,the following is added to Section III-Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured; or b. Available under the applicable Limits of insurance shown in the Declarations; whichever is less. The insurance provided by this Paragraph E.shall not increase the applicable Limits of Insurance shown in the Declarations. P. Personal And Advertising Injury Coverage-Assumed Under Contract Or Agreement 1. Exclusion e.of Section I-Coverage B-Personal And Advertising Injury Liability is replaced by the following. 2. Exclusions This insurance does riot apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to (1) Liability for damages that the insured would have in the absence of the contract or agreement: or (2) Liability for"personal and advertising injury" if u-GL-9060-E CW(04/13) Page 3 of fr Includes copyrighted material of Insurance Services Office,Inc_,with its permission. (a) The liability pertains to your business and is assumed in a contract or agreement that is an "insured contract"; and (b) The "personal and advertising injury" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability so assumed in such "insured contract' reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of"personal and advertising injury", provided' (i) Liability to such party for. or for the cost of: that party's defense has also been assumed in the same contract or agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 2. For purposes of this"personal and advertising injury'coverage only: Paragraph d. and the second to last paragraph under Paragraph 2. of Supplementary Payments Coverages A and B are replaced by the following: d. The allegations in the"suit" and the information we know about the"occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee: So long as the above conditions are met, attorneys" fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Such payments will not be deemed to be damages for "bodily injury" "property damage" or "personal and advertising injury" and will not reduce the limits of insurance. G. Insured Contract Amendment Paragraph f. and f.(1) through f.(3) of the "insured contract" definition under the Definitions Section is replaced by the following: f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury", "prooerty damage" or "personal and advertising injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement' (1) That indemnifies a railroad for"bodily injury', "property damage" or "personal and advertising injury" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks, road-beds, tunnel, underpass or crossing: (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of; (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or d-awings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (3) Under which the insured, if an architect. engineer or surveyoo assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection. architectural or engineering activities: (4) That indemnifies a person or organization for"personal and advertising injury": (a) Arising out of advertising, publishing, broadcasting or telecasting done for you or on your behalf; or (b) To an "employee" of such person or organization that does advertising, publishing, broadcasting or telecasting for you or on your behalf: or (5) That indemnifies a labor leasing firm for"bodily injury"to"leased workers" u-GL-1060•E CW(04/13) Page 4 of ex Includes copyrighted material of insurance Services Office,Inc.,with its permission H. Medical Payments—Increased Reporting Period Paragraph a.of Section I—Coverage C—Medical Payments is replaced by the following� w. We will pay medical expenses as described below for"bodily injury"caused by an accident: (1) On premises you own o,rent: (2) On ways next to premises you own mr rent,ur (3) Because cf your operations; provided that: (a) The accident takes place in the"coverage territory"and during the policy period: (b) The expenses are incurred and reported to us within three years of the date of the accidert� and (c) The injured person submits to exam|noUon, at our expense, by physicians of our choice as often as we reasonably require. |. Broad Bail Bond Coverage Paragraph 1.b. under Supplementary Payments—Coverages A And B is replaced by the following: b' The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies, VVedo not have ko furnish these bonds, J. Amendment—Duties|u The Event of Occurrence,Offense,Claim orSuit The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit nf Section (V—Commercial General Liability Conditions. Notice of an "occurrence" orcfan offense which may naau|t in m claim under this insurance or notice of claim or ^'suit" shall be given to us as soon as practicable after knowledge of the ^000unenue'', ufeoae, claim or "suit" has been reported to your officer, manager, partner uran "employee" authorized authorized by you to give or receive such notice. Knowledge by "employees" other than your officer, manager, partner or "employee" authorized by you to give or receive such notice ofam''oocunanoe" offense, claim or^muiy'does not imply that you also have such knowledge, In the event that an insured reports an "occurrence"to your workers compensation carrier and this '':cnurnence^ later develops into m General Liability daim, covered by this Coverage Part, the insuned's tui|um to report such ''occurrence" to Lis et the time of the "occurrence" shall not be deemed to be a violation of this Condition, You must. however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim, K. Unintentional Failure To Disclose Or Describe Hazards Paragraph 6. Representations of Section IV—Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and nomplete� b. Those statements are based upon representations you made hous� and o. Wm have issued this policy m reliance upon your representations, Coverage will continue ho apply if you unintentionally: (1) Fail to disclose all hazards existing at the inception uf this poUoy� or (2) Make an error, omission o, improper description of premises or other statement ufinformation stated in this policy. You must notify us in writing an noon as possible afterthe discovery of any hazards or any other |nfoonukzn that was not provided tous prior tn inception of this Coverage Part, L. Bodily Injury Redefined The"bodily injury"definition under the Definitions Section is replaced by the following, u'G,1060.,sow(04113) Page 5 of 6 /vm^ue,copyrighted nia/mon|mmsvranoe Services Office,|xc..with its permission, "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. This includes mental anguish, mental injury, shock, fright or death resulting from bodily injury, sickness or disease. M. Two Or More Of Our Coverage Parts/Policies The following is added to Section III—Limits of Insurance: 1. Subject to Paragraph 2. or 3. above, whichever applies, if this Coverage Part and any other Commercial General Liability Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same "occurrence", only the highest available Each Occurrence Limit under any such Coverage Part or policy applies to such"occurrence. 2. Subject to Paragraph 2, above, if this Coverage Part and any other Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same offense, only the highest available Personal And Advertising Injury Limit under any such Coverage Part or policy applies to such offense. 3. Under this Coverage Part and all other Zurich underwriting company Coverage Parts or policies to which Paragraphs 1. and 2. above combined apply, the most we will pay for all injury or damage because of "bodily injury"or"property damage""occurrences","personal and advertising injury"offenses and medical expenses is: a. The single highest Coverage Part or policy General Aggregate Limit: or b. The single highest Coverage Part or policy Products-Completed Operations Aggregate Limit, whichever applies, whether such "occurrence", offenses or medical expenses are covered by one or more than one Zurich underwriting company policy. 4. Any existing provisions under Paragraph 4. Other Insurance under Section IV—Commercial General Liability Conditions that may be contrary to the provisions of this endorsement are amended to comply with the changes in coverage as stipulated in Paragraphs 1., 2., and 3.above. This provision does not apply to any Coverage Part or policy issued by us or any other Zurich underwriting company affiliated with us specifically to apply as excess insurance over this Coverage Part, N. Your Work Redefined Paragraph a.(1)of the"your work"definition under the Definitions Section is replaced by the following: 22. "Your work", a. Means' (1) Work or operations performed by you or on your behalf, but does not include work or operations performed by another entity who joined with you to form a partnership or joint venture not shown as a Named Insured in the Declarations, which terminated or ended prior to the effective date of this policy, and All other terms and conditions of this policy remain unchanged U-GL-1060-E CW(04/13) Page 6of6 Includes copyrighted material of Insurance Services Office.inc.,with its permission. Exhibit"A-5" Agreement No. 18-7432-RB TO FOLLOW THIS PAGE Page 9 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP,-UC, -EV,-RB, O7 0 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) CCNA P NON-CCNA Contract# 18-7432-R8 for Professional Services Library Road & Bridge Study, Planning and Design Category Qar°'THIS AGREEMENT is made and entered into this day of , 20 20 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Cardno, Inc, authorized to do business in the State of Florida, whose business address is 10004 Park Meadows Drive, Suite 300, Lone Tree, CO 80124 (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 El WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE. in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth, The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services exclusively or at all. Page.I 01'33 i'SAYvan CoraInuingf'ontrAo 2017 ON\ler 2 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. WI Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. II (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 decl ne a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded: with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PsA rtNed I'Lkon Continuing Contrao 2017 otlq Vet 2 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services: and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7. 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, ail licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11 The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 l'SA Twd reT111 contmoing contrao 2017 ON Wr 1.12, The CONSULTANT designates Douglas Stoker, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1,11 The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. the Local Government Prompt Payment Act (218.735 and 218.76 F,S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 433 1"0,1 \‘11 1 crm Contwoing Conitao 2017 009 Ver 2 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law, 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY's approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. Page 5 of 33 I'S A I t\cd'Term Cortnnuing Contmvt 2017 009 VQr 2 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 CONSULTANTs obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way-ROW, centerlines- CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed; (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page 6 of 33 PSA 1owt1 1 rri,Coutintling Comraci 20I71J±N Vcr 2 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3,1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement: b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, Page 7 of 33 Ps\Fc .i 1;:11C0n0riwog Conuact 2017 009 Ver 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 CONSULTANTs Services from any cause whatsoever, including those for which COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion 4,4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one ( 1 ) additional one ( 1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA l'INWTurin Contmume Contritct 2( 7 Ver 2 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project(cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 RSA fiNcti Toon ConOntuntt Contract 201 7 1109 AV 2 consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY, ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder, The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination this Agreement or (b) the date of the Work Order is completed. whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in paragraph 8.1. 8.1. To the extent that the Agreement pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited in Section 725.08(1) & (2). Florida Statutes. [END OF ARTICLE EIGHT] Page 10 of 33 tow Consuming Coniract 2017 COQ Vcr 2 ARTICLE NINE INSURANCE 9.1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida. and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of 'Class VI" or higher. Pau I I of 33 psA Tenn commumg coonct 2017 OW Vor 2 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm, Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10,2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12(4.33 PS, Continton Contract 2017 009 Vcr 2 unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct. or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12,4 below. 12.4. Notwithstanding anything herein to the contrary(including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings. models, and other material set forth page 13 of 33 cmo,,,„v( ' ,,c 2017 009 vcr 2 and described in this Agreement, including those described in Article 6, that are in CONSULTANTS possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.8. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein, 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13 2. IIIII CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 or33 vs I COlitillt1114:!Coniract 2017 009 Ver 2 or non-current wage rates and other factual unit costs. An such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount. the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1, All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Sandra Herrera Division Director: Procurement Services Division Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: (239) 252-2667 E-Mail(s): Evelyn.ColonAcolliercountyfl.qov 15 0E33 I iNcd I crm couttntorle Controct 2W 7 00')Vcr 2 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Cardno, Inc. Company Name: Address: 1821 Victoria Ave. Ft. Myers, FL 33901 Authorized Agent: Douglas Stoker, PE, VP Attention Name & Title: Telephone: (239) 337-3330 E-Mail(s): doug.stokerAcardno.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17,2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3, This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17,5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6, This. Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 Ps A t-L,,;.6 r.-rm Ukultmulfig Cfmtinet 2uf 7 009 Vet 2 17,8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions & Assurances Solicitation # 18-7432-RB , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17,10. IIII Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17,11. Applicability. Sections corresponding to any checked box (10 ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. El At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-ln-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Page 17 of 33 NA Fixes]Tam COMMUltle CO:IMACt'20i 700\'er 2 shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19,2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids. proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor. or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list " ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida, The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21,1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seo, and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to Page 18 of 33 1'SA I Red !erm 0111t1110114g Coqiruct 2017 MP Vet'2 comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page t9 or33 NA Freed Term Conti ne ng,Comma t 2017 009 Ver 2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller By: By: Burt L. Saunders Date:, , Chairman Attests to Chairman's s'irirth!r?only, AppRnred as to rm nd Legality: County Attorney Consultant: S4. Oi Name Consultant's Witnesses: Cardno, Inc. By: Witness/4 / 77 Douglas Stoker,Vice President e--47-A-6-L. 0OgiAJ744-/ Name and Title Name and Title Wi[ 11Z ness p T0 ki Name and Title Page 20 of 33 PA Contrattrog Contract 2017 009 Vcr 2 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above.this Work Order is assigned to:Name of Firm Scope of Work: As detailed in the attached proposal and the following: • Task I - * Task Il * Task Ill Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement )00-000()will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation In accordance with the Agreement referenced above,the County will compensate the Firm in accordance with following method(s): DNegotiated Lump Sum (NLS) Lump Sum Plus Reimbursable Costs(LS+RC) OTime & Material (T&M) (established hourly rate - Schedule A) Cost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I S Task II S Task III S TOTAL FEE S PREPARE)BY Name and Title Date APPROVED BY: (Dept Name).Division Director Date APPROVED BY: type name,Department Head Date fly the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that.to the best of their know edge and belief all relevant facts coneernine past,present.or currently planned interest oraetivlty(financ'ial,contractual,orgenrrational,or otherwise)which relales to the proposed work,and bear on whether the Firm has a potential confiet have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director.in writing within 4t 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 of33 PSA Fixed Term Continuing Contract 2017.009 Ver.: SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liablity for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches' as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 or33 PSAIi 'd Fern °rimming Conyuct 20171)04 WI 7 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. AT 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.2A.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. [S] Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors B.2,8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and Page 23 of 33 II\cd Term caatiaa rontrso 2017,000 Vert \ rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. 8.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.2.10. Notwithstanding anything in the Agreement to the contrary. CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement. as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 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 CONSULTANTs 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 1 iwti ,:rin Contmuinv Cominct 2017 609 Va 2 5 3.3A Permit Fees required by the Project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3 6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.3.7. Other items on request and approved in writing by the COUNTY. 5.3.4. 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 0133 NA I iwd'term etwtmutty Contract 2017 609 Ver,2 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE . _ Title Hourly Rate Principal ' $238$201 Senior Project Manager .........._._ .„..... Project Manager $165 ...,_ Senior Engineer $175 Engineer — $136 _ Senior Inspector $117 Inspector $96 ....,... _...._.„..,..., . Senior Planner $164 Planner $130 Senior Designer $128 , , ....._ _.. Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 _ --, Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist - $149 GISSpecialist $114 Clerical/Administrative $73_ Senior Technician $102 _ _, ....._ Technician $83 . _._ . Surveyor and Mapper $142 CADD Technician ,_$95 Survey Crew - 2 man $152 Survey Crew - 3 man $185 Survey Crew - 4 man $218 Senior Architect $177 $148 Architect The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. 111 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 o f 33 PSA Fixed Term Continuing Colima 2017(07 Ver 2 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the Insiyance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6 The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, Pa 27 of 33 PSA 1 Tenn(. ' nung cow ract.2017 )(),)Ver 2 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? !I Yes I No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required t.1), this Agreement? El Yes D No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? 0 Yes I No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? 11! Yes 0 No A Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage. Personal Injury. Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Pee 28 ol 33 PS) id I om Contitming Contraist 2017(519 Va 2 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of• $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording, "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? It, Yes E No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? II Yes At No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? III Yes I No Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Yes it No Page 29 0E33 PSA "Nral Continuaig Cow rata 20170N V e{ • Technology Errors and Omissions Insurance: Coverage shall have minimum limits of Per Occurrence 19. CYBER INSURANCE. Required by this Agreement? 11 Yes El No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21 PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? Yes E No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. Page 30 or 33 tv..t.1 I cm( ,flume Coninci 20 t 7 O'(')Vcr 2 1/40 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT. agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants, B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5, Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Ccm6oauima.(.ontract 20k7,Ws9 Vcr 2 yt°+ [1] this schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Cardno, Inc. (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Professional Services Library-Road & Bridge Study, Planning and Design Category project is accurate, complete and current as of the time of contracting. BY: TITLE: Douglas St'oker,Vice President DATE: 03 August 2020 Poge 32 of 33 I'S A Posed Terni Contmuing Contrnct 2017 009 Vet 2 SCHEDULE E Other Federal Contract Provisions and Assurances (Description) following this page (pages 1 through ) this schedule is not applicable Page 33(.433 PSA ''"'d 1Perna Commtonf!Contract N$7 4A19%/a 2 EXHIBIT FEDERAL CONTRACT PROVISIONS AND AS8URANCEG _ FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government,or an Agency thereof, Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 OFR Part 200.23) the definition of CONTRACTOR is on entity that receives o contract(including o purchase ordor). 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 Subawan1 and Grant Agreement, (ii) the subcontractor isbound 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 bylaw, Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal. State, and local laws, regulations, codes and ordinances" o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44C.F.R. Part 2UG o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, examended.42U.G.C, 5121e1seq.` andRn(mVadAu\nohUea o FEMA Public Assistance Program and Policy Guide, 2017(in effect for incidents declared omor after April 1. 2O17) Ro' rt -|n The contractor will provide any information required to comply with the grantor agency ' ra uirmm \m and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, om the Federal orState grantingagency may require the contractor to p mvioeuortaininfnnnehon.documentation,and other reporting in order to satisfy reporting requirements b/the granting agency- Access 10 Records: (1) The contractor agrees to provide the County, the FEKAAAdministrmkor, the ComptrollerGeneral of the United S of their th | drepresentative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits,examinations,excerpts,and transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seat, Logo, and Flags,The contractor shall not use the DHS seal(s), logos, crests,or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. No Obligation by Federal Government,The Federal Government is not a party bo this contract and isnot subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U,S,C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. _ EXHIBIT|' 1 rx. EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES _ Energy Efficiency Standards: The contractor agrees vm comply with mandatory standards andpdides relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Termination: Should the Contractor be found to have hsi|oU to perform his memionu in a manner satisfactory the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with o thirty(3O)day written notice. The County shall be sole judge ofnmn-perfonnance. |n the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion nf the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to. any damages or any anticipated profit on portions of the services no!porfnmnwd, Rights oo Inventions Made Under a Contract mrAgreement: |f the Federal award meets the definition of'funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract vvith a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of mxperimenta}, deve|opmerka|, or research work under that"funding eement.^ the County must comply with the requirements of 37 CFR Part4U1. "Rights to Inventions Made by Nonprofit Organizations and GmoU Business Firms Under Government Grants, Contracts and Cooperative Agreemen\e.` and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions, Procurement of Recovered Materials<§JV0-322)(Over$1O.0OU): (i)|n the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i)Competitively within a timeframe providing for compliance with the contract performance schedule;(ii)Meeting contract performance requirements: < At a reasonable price, (2) Information about this requirement is available at EPA'a CmnpnmMano|va Procurement Guidelines web site, ii ,tiep Suspension and Debarment: (1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2CF.R. pt. 8UO0.Ae such the contractor io required ho verify thatnone n[the contractor, its principals (defined o<2C.F.R. § 18O,805)^ or its affiliates(defined at 2 C.P.R� @18O.8D6) are excluded(defined at 2 CF.R. § l8OA4O disqualified (detnedak2C,F.R. § 18O.935). (2)The contractor must comply wim2 CF.R. p1B- e� '` -`bcCand2C.F.R pL3UDO. uubpa�C and must include a requirement kz comply wkb these regulat ions |- any lower dtransactionercovenodtransaction it enters into. (3) This certification is a material -ua t mentoUonofa�re|iegupnnbytheCou�y, |Y|\ia!atordntarn�ned\hat8`eoontrmoiordidno1oomp� with—' 2 C.F.R.pt, 18O. subpart C and 2C.F.R. pt38UO. subpart C. in addition(o remedies ovai(anletuthe County,. the Fm�mnd Government may pursue available remedies, including but not Um|1ed to suspension - — ` 4 The bidder 0o comply w"�h�hnnoquirwm*r�ooy2 CF R p\ 18O and/o,debermen\� ( ) a erorpropnnwragromo c � . � � , subpart C and 2 C.F.R. pt.3OOU.mubpa�C while this offer is valid and thmughout the pehodoY any#xo\�o\ thatmayadso�o' this offer. The bidder or proposer further agrees to include a provision requiring such compliance im its lower tier covered transactions. Contracting with small and minority businesses,women's business enterprises, and labor surplus area Qmmm b200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affinnedve steps must include. <1> Placing qualified omoU and minority businesses and mmmmn'o business enterprises on eoUdtotion|ista| (2)Assuring that small and minority businesses,and wmmen's business enterprises are solicited whenever they are potential sources; - EXHIBIT|-2 � �7 EXHIBIT F CONTRACT (3) Dividing total requirements, wilen economically feasible, into smaller tasks m quantities to permit maximum participation by small and minority businesses, and womefobusiness enterprises; (4) Establishing delivery schediles, where the requirement . which encourage participation by small and minority businesses, and women's business enterprises; (6) Using the services and oasietonce, as upproprimha, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department oYCommerue� and . (6)Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed |m paragraphs(1)through (5)of this section. Equal Employment Opportunity Clause (§604.4): Except as otherwise provided under 41 C.F.R. Part 80`all contracts that meet the definition nf'federally assisted construction mrnbnct" in 41 C.F.R, §G0^1-3 must include the equal opportunity clause provided under 41 C.F,R. §60- 1.4� During the performance nf this contract, the contractor agrees omfollows: |. 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, cn|or, religion, sex sexual orientation, gender identity,or national origin,Such action shall include,but not be limited to the following,-Employment, upgrading,demotion, or transfer,recruitment,or recruitment advertising,layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. O The contractor will, in all solicitations nr advertisements foremployees placed byo,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. |||. 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 disdooedthecompensetionnfiheomp|nyeaoropplicantorannthornmployaen,app|icant. Thia 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 vvI^odnnot otherwise have access to such |nfnrnnat|on, unless such disclosure is in response |umformal 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. |V. The contractor will send to each labor anion or representative of workers with which it has m collective bargaining agreement or other contract or understanding, a notice to be provided bythe agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 2O2nf Executive Order 1124Gof September 24. 1905. and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions oy Executive Order 11348of September Z4` 1S85. and of the rules, regulations, and relevant orders of the Se=retary of Labor. EXHIBIT|-3 � `� ` EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES - __ V4. The contractor will hum)uh all information and reports required by Executive Order 11240of September 24, 1965. and by the m|os, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access ho his booka, rocn,do, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. V||. In the event of the contractor's non-compliance with the nor,discrimination clauses of this contract or with any of such m|es, raAu|ahonn, or o,dern, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1866. 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 uy otherwise provided bylaw. V1N. The contractor will include the provisions of paragraphs (1) through (8) in ovary subcontract or purchase order unless exempted by ru|eo, ragu|e§ons, or orders of the Secretary of Labor issued pursuant to section 2O4of Executive Order 1124Ooy September 24. 1SG5. mo that such pmuvieions will be binding upon each subcontractor or vendor.The contractor will take such action with respect tn any subcontract or purchase order on may ba directed by the Secretary f Labor oaa means cf enforcing such provisions including sanctions for nononmp|ianoe� Provided, however, that in the event the contractor becomes involved in, orio threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States, Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100.000): Where apW)oab|e, all contracts awarded bythe solicitor in excess of $1QO.U0O that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.8,C. 3702 and 3704, as supplemented by Department of Labor regulations(2BCFR 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 who|| require or permit any such xmborerormechanic in any workweek in which he o/she is employed on such work to work in excess of forty hours in such workweek unless such taborer or mechanic receives compensation at m naha not |eao than one and one-half Umoo the basic rate of pay for all hours worked in exnpum of forty hours in such workweek. (2) Violation: liability for unpaid wages liquidated damages. |n the event nf any violation oY 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 addidmn, such contractor and subcontractor shall be liable tothe 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 ahmU be computed with respect to each individual laborer o,mnchanic, including watchmen d guards, employed in violation of the deuow set forth in paragraph (1)of this section, in the sum or$1O 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 ciause set forth in paragraph (1)of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name ofthe Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payableon account of work performed by the contractor or subcontractor under any such contract or any other Federal contrmcow|th the same prime contrautor, or any other federal contract subject tothe Contract Work Hours and Safety Standards Act,which)o held by the same prime contractor, such sums os may be determined tobe necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section, EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts,The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract,or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over$160,000) (1)The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn,report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity. may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. EXHIBIT I 5 Cattier County Solicitation 18-7432-R6 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms,Conditions,and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement,a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to induce in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract,the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288,703, Fla.Stat. On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name Cardno, Inc. Date December 11, 2019 ,�✓ Authorized Signature Douglas Stoker, PE,Vice President EXHIBIT I 6 P•3U 11118r2019 11:33 AM ~ Collier Cnvmv oolicxmwn1o;^oo-Ra EXHIBIT FEDERAL_CONTRACT PROVISIONS AND ASSURANCES | -- ........ CERTIFICATION REGARDING DEBARMENT,SUSPENSION,INELIGIBILITY and VOLUNTARY EXCLUSION ___' -___- Contractor Covered Transactions (|) The prospective subcontractor of the Sub-recipient, Collier Coun<y, omhifien, by submission of this dooumard, that neither it nor its principals is presently deberred, ouupended, 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 10 this form. CONTRACTOR Ca;dnu`\nc. By ' Douglas E�8tohnr. PE, Vice President Name and Title 1821 Victoria Avenue, Suite Street Address F /N FL33QU1 City. State,Zip 07'838-1683 n'UNS'Wumher December 11. 2U1Q Dmha Sub-Recipient Name: Collier County Board o/County Commissioners DEM Contract Number Z0001 FEMA Project Nombor. 4337ORFLP00OOUO1 ____ EXHIBIT|-7 Collier County Solicitation 18-74324R8 COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verif,ed.Unveritable statuses will reou.re:he Vendor/Prime Contractor to either provide a revised statement or provide source documentation that validates a status.Contractor rne.a,s an entity that receives a contract. A.VENDOR/PRIME CONTRACTOR INFORMATION PRIME NAME PRIME FEiD NUMBER CONTRACT DOLLAR AMOUNT Cardno, Inc. 45-2663666 IS IRE PRIME A ELORIDA-CFRTIFtECT DISADVANTAGED, VETERAN? V N 'STK.ACTiViTY OF THIS CONTRACT, MINORITY OR WOMEN BUSINESS ENTERPRISE (DBUMBEAVBEY?OR RAVE A SMALL DISADVANTAGED DBE? Y N CONSTRUCT/ON? N BUSINESS 8A CERTIFICATION ROM THE SMALL BUSINESS MBE? Y N CONSULTATION? V ADMINISTRATION?OR A SERVICE DISABLED VETERAN? WISE? Y N OTHER? V N SOB 8A"> Y N IS THIS SUBMISSION A REVISION? V N IF YES,REV1SIONNuMBER EL 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,MBE, SUBCONTRACTOR OR TYPE OF ETHNICITY PERCENT OF CONTRACT WBE VET, SUPPLIER WORK OR CODE DOLLARS SMB8A NAME SPECIALT (See Below) Y WBE/DBE KB Environmental Sciences,Inc Noise Studies 0 Projects under this , Professional Services DBEAMMBE Cuest Corporation of America,Inc. Public Involvement NMW Library coitract will vary. Therefore. contract percentages for our D/MNVAtet/SMB8A firms will be based upon each assignment. _- TOTALS C.SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Douglas E.Stoker,PE December 11.2019 Vice President EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER doug.stoker@cardno,com 239.337.3330 239.672.4096 NOTE:This information is used to track and report anticipated DBE or NIBE participation in federally-funded contracts.The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation.If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files, ETHNIC! CODE TY Black American BA ETSFEdnr American HA Native American NA Subcont,Asian American SAA Asian-Pacific American APA Non,Mint.tifip Women NMW Other:not of any other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT 4 OFB/REP or PO/REQ) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE p 32 11/18/2019 11'33 AM Collier County aomitown1n-74nz-Ro EXHIBIT FEDERAL CONTRACT PROVS|ON�ANDAS�U�ANCE8 _ LOBBYING CERTIFICATION (To ba submitted with each bid ur offer ex:e9dia81O0,0OO) ---- ---------' 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 anypersom for influencing or attempting\o influence en officer or employee ofan agency, e Member d Congress, unofficer 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 entedrig 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 ho influence an officer or employee of any agency, o Member of Congress, mn officer or employee of Congress, or on employee of Member of Congress in connection with this Federal cnntroor, grant, lnmn, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL 'Disclosure Form tm Report Lohbying.`in accordance with its instructions. 3, The undersigned shall require that the language of this certification be included in the award documents for all subawerdsmt all tiers (including uubcontrmc1u, subgnan|o, and contracts under grants, |omns, and cooperative agreements)and that all subrecipients shall certify and disclose accorcringly. This onrtYfinoUun is o material representation of fact upon which re|ienoewas placed when this transaction was made orenmered into, Submission o/this certification ioa prerequisite for akin or entering into this transaction imposed by31. U,&C. § 1352 (as amenced by the Lobbying Disclosure Act of 1995).Any person who fails to file the required certification shall be subject\oo civil penalty ofnot less than $10.00O and not more than $1OO,000 for each such failure. The Contractor nenifimn or affirms the truthfulness and accuracy of each da*ammn\ of its cedi800dnn and disclosure, f any. |n addition, the Contractor understands and agrees that the provisions of31U,S.C, 3801et ooq.'apply tn this certification and disclosure,ifany, Cerdnu^ Inc. Contractor(Firm Name)_ 41- /6igr�� f Cphtnec*o�sAu\honzedOffida| / ~� DoughasE. Stoker, PE,Vice President Name and Title uf Contractor's Authorized Official December 11, 2D1G ' Date EXHIBIT-g %�^� ------"ei . AACAr.:D.R.CP 4......----- CERTIFICATE OF LIABILITY INSURANCE GATE(MAUDEPYYTY0810,112020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 6 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES q _.BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING ,INSURERIS) AUTHORIZED t REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If ;.: SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this t°4. .,...certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT a, 1D NAME: Ann Risk Services Southwest, Inc. INC xt----Sii-r 7;?"8,1 7122 — AX a/ L4ouSton TX Office 're a,E ), iArC. o N , (MO) 363-0I0i 5555 San Felipe E-MAIL - Z Suite 1500 ADDRESS: 2 Houston TX 77056 USA INSLMERMAFFORDMOCOVERAGE , RAMP .-- ASURED AsURERIU 2W-id', American Ins Co 16535 Cardno, Inc. INSURER LE I EDDSDOEE Special ty Insurance Company 25445 10004 Park meadows Drive ____ Suite 300 ASURERC: Lexington Insurance Company ---7g43V------- Lone Tree CO 80124 uSA INSURER D. INSURER E:---- INSURER 11: COVERAGES CERTIFICATE NUMBER: 570083.451174 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPEQT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested Pm ,,ADDL SUBR POLICY EFT POLICY EXP LTR TYPE OF INSURANCE !INSD WVD POLICY NUMBER ....TMIA(DO/YrrYL ImMeDIVEYYY) LIMITS A X COMMERCIAL.GENERAL LISEELITY Y Ci 0018396107, 06/Jni2070 Ofi/30/102I EAr.:HoccupkENcE 'S1,000,000 - I cLmos-mAot [ PRE x]occuR 150.4?;r10.AFFiTED 51.000,000 ... Pk,Pmift0 Agr)3.21,1 MED EXP{Any one pwysni 510,000 PERSONAL 4 ADy INJURY $2,000,000 g GEM AGGREGATE UM T APRA S PER. GEt(ERAL AGGREGATE $2,000,006 <r POLICY X pkoc iPRODUCTS COMPMPAGG $2,000,000 .q OTHER 4 m A AUTOMOBILE LIABILITY Y BAP 0133962-05 06/30/2020 06130/2021 coi,s3wED SINGLE OUT Si.,000,000 fEe aeci1orai EMILY INJURY(PVT person; 0 x ANY AUTO --- _ —SCHECULED 'BODILY 11-1URY(Per Accideal) O OWNED ANTOS . TO AUTOS 0141 — •Y Note-OWNED PROPERTY DAMAGE o HIRED AUTOS OFII.V (Per;(eciden(1 AUTOS°NU% 2 , . • EACHOCcORPENCE I UMBRELLALIAB I !OCCUR : * ----i AGGREGATE EXCESSUAB iCLAMS-MAOE ..: _........._ _...... , .„..,...„..............,... ,............—........4. 16i67--11ENTICN A WORKERSCOMPENSATIONAND WC:C.4.6.19600 06/ 0/2020 06/Im921 ,LER STATUTE i 1NH. EMPLOYERS'LIABILITY Y 1 N --- ANY PROPRIETOR,PARTNER•fkE CLIME —, 1 E.L.EACH ACCIDENT S1,000,000 OETIOER1PEPPER EXCLUDED, ". Ni A (Msmiatory In NNI EL USEASE-E.A EMPLOYEE $1,000,000 N yea,Jor-cnbo ander DESCRIPTION OF OPERATIONS Oetom EL teSEASE-POLICY LIMIT SI,000,000— C Arch i tAErig Prof P500,2000430 106/30/2026 06/30/2021 Aggregate 51,000,000— i claims made Each claim 51,000,000...ALM. I DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remark*Schednle,may be attached II more space is required) Mr- RE: Contract NO. 18-7432-RB ROA & Bridge study, Planning & Design - Collier County Board of County Commissioners, or Board it!. of County Commissioners in Collier County, or Collier County Government, or Collier County are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. The General Liability . policy evidenced herein is Primary and Non-contributory to other insurance available to Additional InSured, but Only in _a.. accordance with the policy's provisions. Should General Liability, Automobile Liability, Professional Liability and workers' Compensation policies be cancelled before the expiration date thereof, the policy provisions of each policy will govern how le-4 notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. with .a111"CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE .e-J EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED A ACCORDANCE WITH THE POLICY PROVISIONS. i.....r. AI_Ai e...-, Collier county Board of County AUTHORIZED REPRESENTATIVE Commissioners . .J 3295 Tamiami Trail E. Or' Naples FL 3411/ USA t.....C4 CAM(4.9f-teied L.9(LifiSGWe ,,A6% "III ."./i9813.2015 ACORD CORPORATION.All rights reserved, ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000051836 LOC#: AIX:7,CW?iTir ADDITIONAL REMARKS SCHEDULE Page of AGE NGY NAVEL)INSUPEL;. Alm Risk Services southwest, Inc_ Cardno, Inc, POLIGY NUA15ER See Certificate Number: 570083451174 CARFOM COOG See Certificate Number: 570083451174 Er,FrCTIVI:tvo E ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance sddre rioW,:g0,,or(4,,,ao, respects to policy number PSDEP2000430 Aun Risk Solutions (u.s,) is generating and distributing this certificate in an administrative capacity, Aon Risk Services Sydney Australia is the broker for the defined policy. ACORO 161 12008/01) 7:;NOS ACORO CORPORATION.All rights reserved The ACORD name and loga are registered marks of ACORD AGENCY CUSTOMER ID; S70000051836 LOC#: 46 C-4:::)Fe C). ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services Southwest, Inc. Cardno, Inc. POLICY NIUMIIER See Certificate Number: 570083451174 (ARRIEIR NU:CODE See Certificate Number: 57008345117d EPFECIIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability insurance CARDNO NAMED INSUREDS Cardno CheniRilk, LLC. Cardno Em-Assist, Inc. Cardno Emergirg Markets USA, Ltd, Cardno ENTRIX Cardno ER1 Cardno GS, Inc. Cardno Haynes Whaley, Inc. Cardno jENew Cardno MMA Cardno NC, Inc. Cardno IRE (A2) Cardno TOE (FL) Cardno TOE; TOE Group, Inc. Cardno TEC, Inc. Cardno USA, Inc. Cardno WRG, Inc. Cardno wRG, Inc. dba wRG Designs Inc. Cardno, Inc (OR) Cardno, Inc. (TX) Cardno, Inc. (EL) Ensight Haynes whaley, LLC Entrix Inc. dba Cardno Entrix Environmental Resolutions, Inc. ES NY Engineering, P.A. PC. J.E. New & Associates, Inc. JFNRW THE Group, Inc. (Adden) TOE Group, Inc. dba: Cardno TOE THE, Group, Inc-, Cardno TOE rot Professional services, PLLC WRG North Carolina PLL.K. ACORD 101 f200810” '608 ACORD CORPORATION,All lights reserved The ACORD name and Moo are registered marks of ACORD Additional Insured _ Antoymat`c _ Owners, Lessees Or ZK0RUCH Contractors �. . .. .� _ .........______ _ THIS END ��E88��TCHAN����THEPQL|��. PL�A�E �EAD|��A�EPUL '.�— — �� � Policy No. BLOU1O38G1 '85 Effective Date 6/30/2020 This endorsement modifies insurance provided under the� Commercial General Liability Coverage Part A. Section 11—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under written contract orwritten agreement executed by you, but only with respect to liability for "bodily injury' "property damage" or "personal and advertising injury" and subject to the fb|kmv)ng: 1' K such written contract or written agreement specifically requires that you provide that the person ororganization be named as an additional insured under one or both of the following endorsements, a. The Insurance Services Office(|SO) ISO CG201O(1V01 mdhion)� or b. The ISO CG2O37 (1001 ediUon), such person or organization is then on additional insured with respect to such endonaemenVn ' but only to the extent that"bodily injury", "property damage"or"personal and advertising injury"arises out of: (1) Your ongoing operations, with 'eopeotbm Paragraph 1.a.above; or (3) "Your work°. with respect ko Paragraph 1.b.above, which io the subject of the written contract o,written agreement, However, solely with respect tuthis Paragraph 1.` insurance afforded to such additional insured: (m) Only applies if the "bodily injury". "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (b) Does not apply to "bodily injury"o,"property dmmaQo'^caused by "your work"and included within the ''prod ucts'oomp|oted operations hazard" unless the written contract orwritten agreement specifically requires that you provide such coverage to such additional insured. 2. |f such written contract or written agreement specifically requires that you provide that the person ororganization be named as an additional insured under one or both of-the following endorsements. o. The Insurance Services Office(|SD) ISO CG201O (O7/Q4edihnn): or b. The ISO CG2U37(D7/04odiUno). such person or organization is then an additional insured with respect to such andomnman|(m), but only to the extent that"bodily injury","property damage"or"personal and advertising injury"is caused, in whole or in part, by: (1) Your acts oromisminns:or (3) The acts or omissions of those acting on your behalf, u'GL�1/14w1x8 Page 1m* Inciudes copyrighted matenal of Insurance Services Office,Inc..wit its permission. in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) .'Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured. (I) Only applies if the "bodily injury", "property damage" or"personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or"property damage" caused by"your work"and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2.above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 10(04/13 edition,any subsequent edition or if no edition date is specified);or b. With respect to ongoing operations(if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage or"personal and advertising injury"is caused, in whole or in part by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations, which is the subject of the written ccntract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Will not be broader than that which you are required by the written contract or written agreement to. provide for such additional insured; and (c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2.above apply and such written contract or written agreement requires that. you provide that the person or organization be named as an additional insured: a" Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the"products-completed operations hazard"(if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard",which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreementt to provide for such additional insured; (3) Only applies if the"bodily injury" or"property damage"occurs during the policy period and subsequent to your execution of the written contract or written agreement; and U-Gt. 111 h(11118) Page 2 of 4 Includes copyrighted material of Insurance Services Office.Inc.,with as permission. (4) Does not apply to "bodily injury" or "property d - ' caused ' "yourwork" and included within the^pnoduo�-uomp}e\ed operations hoaaoy unless |h wntten contract or written agreement specifically requires that you provide such coverage bo such additional insured. B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement the following additional exclusion epp||es� ' This insurance does not apply to"bodily injury''. "property damage'or'pe/oonai and advertising injury"arising out of the rendering of, or failure to vemde,,any professional architectural,engi-ieehng or surveying nan/icen including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications, or 2. Supervisory, inspection, architectural or engineering activities Tbia exclusion applies even if the n|oimu against insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the "bodily injory" or "property damage'. or the offense which caused the 'personal and advertising in/ur/', involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect tn the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence,Offpnae, C|e|nn O,Suit of Section/V—Commercial General Liability Conditions: The additional insured must see toitthat (1) We are notified as soon as practicable of an"occurrence"or offense that may result in a claim, (2) VVo receive written notice ofa claim nr''uuiY'oo soon ma practicable"and (3) A request for defense and indemnity of the claim o,"suit'will promptly be brought ogomot any policy issued by another insurer under which the additional insured may be an insured in any capacity, This provision does not apply to insurance on which the additional insured is a Named |onunod if the written contract n, written agreement requires that this coverage be primary and non'oontribuhory O. Solely with respect hn the coverage provided by this endorsement: i. The hu||mwinQ is added to the Other Insurance Condition of Section |V — Commercial General Liability Conditions.- Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured ioaNaned Insured under such other insurance,and b. You are required by written contract o/ written agreement that this insurance be primary and not seek contribution from any other insurance available Vz the additional insured. 2. The following paragraph is added to Paragraph 4b. of the Other Insurance Condition under Section |V — Commercial General Liability Conditions: This insurance is excess over, Any of the other insurance, whether primary, exceme, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage hzrthe same"occurrence", nffenuo, claim or''uuh" This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required bya written contract or written agreement tu provide coverage to the additional insured ona primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Pert by an endorsement showing the additional insured in e Schedule of additional mouneds, and which endorsement applies specifically to that identified additional insured. u*L'1114(nnn Page onv4 F. Solely with respect to the insurance afforded to on additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added Vz Section III—Limits Of Insurance � Additional Insured —Automatic—Owners, Lessees[}r Contractors Limit The most wo will pay on behalf nf the additional insured|o the amount oYinsurance: 1. Required by the written contract or written agreement referenced in Section A.of this endorser-nent-I or, 2. Available under the applicable Limits of Insurance shown in the Declarations. whichever ialess This endorsement shall not increase the applicable Limits of Insurarce shown in the Declarations All other terms, ound|tionm. provisions and exclusions of this policy remain the same, o'mL,1/14(11/m} Page 4vv� Includes'mm/"um^umrm"a/m Insurance services Office,Inc-wiw its*er'niom/on. 0 Additional Insured — Automatic — Owners, Lessees Or ^�8U *�u�K�* ����u�x��xu Contractors Policy No smum,un/n./ c,v,mulv"(p"t cx Dale"rc[lit Producer No Axmpww muun,- u, suoo1uxnn1'os omommozo 0m3012021 06/3012020 143*0000 |mcL THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. Named Insured-, CAP, C� D0O USA, INC. Address(including ZIP Code): 10004 PARK !,,JEADD*,TS DR, 3DIIE, 3D0 LONE TBEP./ 1"'10 80I24 This endorsement modifies insurance Provided under the: Commercial General Liability Coverage Part A. Section 11—Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization iaan additional insured only with respect to liability for"oodily injury", "property damage" or"personal and advertising injury" uauuad, in whole orinpart, by� 1. Your acts oromissione�ur 2. The acts nr omissions o(those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-cmmp(ahad operations hazand". which io the subject o/the written contract or written agreement, However,the insurance afforded (o such additional insured: 1. Only applies to the extent permitted by law, and 2. Will not be broader than that which you are required by the written onntrooi or written agreement to provide for such oddkiuno! insured. B. With respect to the insurance afforded to these additional insureds. the following additional exclusion applies. This insurance does not apply to� "Bodily injury", "property damage"or'personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including a. The preparing, approving or failing to prepare or approve mapo, shop drawings, op/niune, neportm, nuwoya, field orders,change orders or drawings and mpecifiootione� nr b. Supervisory, inspection, architectural or engineering activities This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by-that insured, if the ''ocourrenoa" which caused the "bodily injury" or"property damage', or the offense which caused the''nemuno| and advertising inju;r, involved the rendering ofur the failure to render any professional ar:hitectura|, engineering or surveying services. ufaL-`,ra-Fmw(0w13) Page of Includes copyrighted material p/Insurance Services Office,mo`with its num`ismnn. C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV— Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an"occurrence" or offense that may result in a claim: 2. We receive written notice of a claim or"suit"as soon as practicable, and 3. A request for defense and indemnity of the claim or"suit" will promptly be brought against any policy issued by another ir.surer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement 1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured 2. The following paragraph is added to Paragraph 4.b.of the Other Insurance Condition of Section IV--Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence". offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance. 1. Required by the written contract or written agreement referenced in Paragraph A.of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. U-Gi.-1175-•F Cvv(oat13) Page 2 of 2 Includes copyrighted material of Insurance Services Office,inc..with its permission. 9 Blanket Notification to Others of Cancellation ZU URKCH or Non—Renewal THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ|TCAREFULLY. ________ Policy No. GLOO183SG1'05 Effective DeWOf/3O/2O2O This endoeemen!applies hu insurance provided under the� Commercial General Liability Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the 0m1 Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled o, non-renewed to each person ororganization ohuvvn in e list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification, Such list: 1. Must be provided 8zuo prior to cancellation ornnn-nnoewa|; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled o,non'renewed: and 3. Must beinan electronic format that ia acceptable tous. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named InSUred. VVe will mail ur deliver such notification to each person or organization shown in the list 1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium-, or 2. 4t least 3O days prior ho the effective date of: a. C000e||adion, if cancelled for any reason other than nonpayment of premium-, or b. Non'mnewa|. but not including conditional notice ofrenewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notification with respect to Paragraph B.1. or Paragraph B.2. above. C. Our mailing or delivery of notification described in Paragraphs A.and B. of this endorsement is intended as m courtesy only. Our failure to provide such mailing or delivery will ont� 1. Extend the Coverage Part cancellation ur non-renewal date: 3. Negate the cancellation cxnon'ronowa|;nr 3. Provide any additional insurance that would not have been provided in the absence of this endorsement, uGL'1521-Bow(01n9) Page Iorz D. We are not responsible for the accuracy, integrity, bme|nosoandva|idityofinfonnodonnontahnedimthe|i*dpmvded !ouams described in Paragraphs 4.and 8. of this endorsement. — ------ ---- | SCHEDULE | / _ The total number of days for mailing or delivering with respect to�aragraph B.I. of 10^ this endorsemootio amended tu indicate the following number ofdmyai The total number of days for mailing or delivering with respect to Paragraph B.2. of 3O~° this endorsement io amended to indicate the following number ofdayo� _ ~ |fan umber)s not shown here, 1U days continues noapply. ' |fe number ie not shown heny. 3OdayoconUnueohoapp\y� � ' ' All other terms and conditions of this policy /erre\nUnchanged. oaL-15/1'ecVV(01/19) Page zofz Notification to Others of Cancellation UR1CH I't 1 tev No. FA I)tit!of Poi. Exp flue o!PoI. rift`Date of Errd Producer Add-1 Prenr Return Prem BAP 0183962-05 06/30/2020 06/30/2021 06/30/2020 14340000 _.... I; INCL b THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the; Commercial Automobile Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below, and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s)/Organization(s): Number of Days Notice: AS REQUIRED BY WRITTEN CONTRACT 30 All other terms and conditions of this policy remain unchanged, U-CA-812-A CW(05/10) Page 1 of 12 Includes copyrighted material of Insurance Services Office,Inc.,with its permission, WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non-renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However,such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non-renewal, b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed;and c. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list: a. Wthin seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b, At least 30 days prior to the effective date of: (1) Cancellation,if cancelled for any reason other than nonpayment of premium; or (2) Non-renewal, but not including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non-renewal date; b. Negate the cancellation or non-renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity: timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy,) Endorsement Effective 06/30/2020 Policy No. WC 01839600E Endorsement No. Insured Cardnu USA,Inc_ Premium Insurance Company Zurich American Insurance Company WC990643 Page 1 of 1 ?Ed.01.13i Includes copyright material of the National Council on Compensation Insurance.Inc.used with its permission. 4f 2012 Copyright National Council on Compensation insurance,Inc.All Rghts Peservod. _Policy wumompoospzuoomo Advice of Cancellation mo Entities Other than the Named Insured Limited ms-moU Notification in the event that the Insured cancels this policy for any reason other than non-payment of premium. and-. (o) the effective date ofconoeUotionin prior tu the expiration of the Period o(Covecand (b) the Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is cancelled (hereinafter the'Certificate Hn|dors'). and has provided to the UnUexw,ite,s, either u|mauy or through its broker of record. the email address of the contact atsuctenuty.end the Uodonwr8ers nave received information after the Named Insured receKed notice of cancellation of this policy and prior to this policy'cancellation effective uate' ma electronic spreadsheet mut is oocemoh|m to the Underwriters The Underwriters shall provide aowoo of cancellation'via e-mail to such Certificate Hu|ders Proof of the Underwriters emm|mg such aUAoe. using the mhxmahcnpmwueutYCnndno USA Inc, will serve as proof that the Undemrrito,s hue fully satisfied their obligations unoer this endorsement,This endorsement does not affect. in any way, cov-,ragp p'o°Uou under this Policy or the cancellation of this Policy or the effective date thereof, nor shall this endorsement invest any rights m any entity who is not an |noveo under this Policy Contractors Uia0n^Uitm �����K�U�0���t�UK~�������0 A�^0 .�UK��K��K�- - Supplemental ~ �~��r^o=~vv Conditions ~.on=K^�� v"ons llk)iw� N'n Flifoble,w,Pot VV.11owe tot 1101, mcaw of am modmer N41 Add / neni Return*rem GLon1umoo -05 nman,2oeo 0613012021 ommomum /4340007 /NoL THIS ENDORSEMENT CHANGES THE POLCY, PLEASE READ IT CAREFULLY, This endorsement modifies insurance provided under the� Commercial General Liability Coverage Part NON-OWNED WATERCRAFT SCHEDULE Watercraft Length'. feet (If noamount is shown above, 51 feet applies,) � A. Non-owned Watercraft Liability Extended Coverage Paragraph (2) of Exclusion 2.g.Aircraft,Auto Or Watercraft under Section I—Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: (a) Less than the length shown in the Non-Owned Watercraft Schedule of this endorsement and (b) Not being used$o carry persons o,property for acharge; B. Damage Tm Premises Rented Or Occupied ByYou i. The last paragraph under Paragraph 2. Exclusions of Section | — Coverage A — Bodily Injury And Property Damage Liability in replaced bx the following. Exclusions c.through n.do not apply to damage by"specific perils" to premises while rented to you or temporarily occupied by you with permission of the mxnnr. A separate Damage to Premises Rented To You Limit of Insurance applies tuthis coverage asdescribed in Section U|—L|miux Of Insurance. 2. The paragraph directly following Paragraph (6) in Exclusion j. of Section | — Coverage A — Bodily Injury And Property Damage Liability ia replaced by the following: Paragraphs (1). (3) and (4) of this exclusion du not apply to "property damage" to premises (other than damage by "specific pmh|s''). including "property damage" to the contents of such pmmisen, rented to you under rental agreement for period uf14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You aa described in Section III—Limits OfInsurance. 3. Pa,agrmphG.nfSectionU|—LimitsC>f|nsurancaimrop|ooedbythefoUowing� 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises while rented to you, or /n the case of damage by one or more "specific pe"|s" to any one pvemisas, vvb8e rented to you or temporarily occupied by you with permission of the owner, 4. Paragraph a.cf the"insured contract"definition under the Definitions Section is replaced by the following: u^01.'1060-Eow(04/13) Page 1mo includes Copyrighted mawav/m insurance ocm|cPS Office.inc-with its permission, m. A contract for a lease of premises. Howave,, that portion of the contract for a lease of premises that indemnifies any person o, organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract": S. Paragraph (ii) under Paragraph 4.b.(1) of the Other Insurance Condition under Section <V — Commercial General Liability Conditions is replaced hy the following: (iU That is properly insurance providing coverage for "specific peh|o" for premises rented to you or temporarily occupied by you with permission xd the owner; 6. The following definitions are added to the Definitions SecUom "Specific perils" means fine. |ightninQ, exp|unkzo, windstorm or hail, xmoke, oinonaft o/ vehio|en, hot or civil commotion,vandalism, leakage from fineextinguishing equipment,weight of snow, ice or sleet or"water damage^ "Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking cf any part ofa system or appliance containing water orsteam. C. Addit|ono| Ineurwd—LesmorOfLeaaodEquipmwnt—AutmmaticStatus When Required|n Lease Agreement With You i. Section U —VVhu Is An Insured is amended to include as an odd&mna| insured any person(s) ororgaolzmdon(m) from whom you |eoma equipment when you and such penoun<a> or organization(s) have agreed in aw/hben contract or written agreement that such pe,son(e) o, ongoniza\ion(u) be added as an additional insured on your policy. Such person(s) ururganizadon(o) is an additional insured only with respect to liability for "bodily Injury",property damage" or "personal and advertising injury" cauoed, in whole o, in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). However, the insurance afforded to such additional insured: m. Only applies(o the extent permitted by law: and b. Will not be broader than that which you are required by the cun\nao1 or agreement tn provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contracto, agreement with you for such leased equipment ends. 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any ^occurrenoe'which takes place after the equipment lease expires, 3^ With respect to the insurance afforded to these additional insureds, *he following is added to Secfion III—Limits of|nsurannm� The most we will pay on behalf of the additional Insured is the amount of insurance: a. Required by the written contractor written agreement you have entered into with the additional insured,or b. Available under the applicable Limits of Insurance shown in the Declarations: whichever ioless. The insurance provided by this Paragraph C.shall not increase the applicable Limits of Insurance shown in the Declarations. D. Additional Insured—Managers Or Lessors CfPremises 1. Section 11 —Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) that you have agreed in o written contract or written mQnsemaot to name as an additional insured, but only with respect to liability arising out ofthe omnemhm, maintenance or use of that part of premises leased to you and subject to the following additional exclusions: This insurance does not apply to a. Any"occurrence"which takes place after you cease to be a tenant in that premises, b. Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured manager nr lessor of the premises leased$oyou. However, the insurance afforded to such additional insured: a. Only applies m the extent permitted by|aw� and u'GI.-1060-scvv(04113 Page nvro Includes copyrighted mateom"rinsurance Services Off ice,Inc-with its oe,m/s,mn. a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied by you with permission of the owner is not an"insured contract"; 5. Paragraph (ii) under Paragraph 4.b.(1) of the Other Insurance Condition under Section IV — Commercial General Liability Conditions is replaced by the following: (ii) That is property insurance providing coverage for "specific perils" for premises rented to you or temporarily occupied by you with permission of the owner: 6. The following definitions are added to the Definitions Section: "Specific perils" means fire, lightning, explosion, windstorm or hail, smoke. aircraft or vehicles, riot or civil commotion, vandalism. leakage from fire extinguishing equipment,weight of snow, ice or sleet or"water damage". "Water damage" means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. C. Additional Insured—Lessor Of Leased Equipment—Automatic Status When Required In Lease Agreement With You 1. Section II—Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in a written contract or written agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization's). However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law,and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. 2. With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after the equipment lease expires. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III—Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement you have entered into with the additional insured: or b. Available under the applicable Limits of insurance shown in the Declarations, whichever is less. The insurance provided by this Paragraph C. shall not increase the applicable Limits of Insurance shown in the Declarations. D. Additional Insured Managers Or Lessors Of Premises 1. Section II —Who is Art Insured is amended to include as an additional insured any person(s) or organization(s) that you have agreed in a written contract or written agreement to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of premises leased to you and subject to The following additional exclusions: This insurance does not apply to: a. Any"occurrence"which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured manager or lessor of the premises leased to you However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law: and 4J-Gt..•1o6o.E CW(04/13) Page 2 of 6 Includes copyrighted material of insurance Services Office,,Inc.,with its permission. b� Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Secton III—Lit-nits ofinmunanne� The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contractor written agreement you have entered into with the additional insured: or b. Available under the applicable Limits of Insurance shown in the Declarations: whichever is less. The insurance provided by this Paragraph D. shall not.increase the applicable Limits of Insurance shown inthe Declarations. E. Additional Insured—State Or Governmental Agency Or subdivision Or Political Subdivimlon—PmrmitsOr Authorizations 1. Section 11—Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision that you have agreed in a written contract or written agreement or that you are required by statute. ordinance or nagu|ehon to name as an additional inoured, subject to the following provisions'. u. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. b, This insurance does not apply to: (1) "Bodily injury", "property damage" or"personal and advertising injury"arising out of operations performed for the federal government, state urmonioipo|ity� or (2) "Bodily injury"or"property damage included within the"prod ucts-completed operations hazard". However, the insurance afforded tu such additional |nounod� m. Only applies fo the extent permitted by law: and b. Will not be broader than that which you are required by the contractor agreement to provide for such additional insured. 2. With respect tothelnour000eaffordedLothmoeadditiona|inaunsdy' thefnDmm}ngiaaddodhn8edionU\—Linnbs of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance., o. Required by the written contract or written agreement you have entered into with the additional insured: or b, Available under the applicable Limits of Insurance shown io the Dec|mmbonm� whichever isless The insurance provided by this Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations. F. Personal And Advertising Injury Coverage—Assumed Under Contract Or Agreement 1. Exclusion e. of Section I—Coverage B—Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: m. Contractual Liability "Personal and advertising injury" for which the insured hao assumed liability in e contract or agreement, This exclusion does not apply to: (1) Liability for damages that the insured would have m the absence cf the contract or agreement or (2) Liability for"personal and advertising injury" if: u�L'1oaoeCw(nw13) Page z'ao (a) The liability pertains to your business and is assumed in a contract or agreement that is an "insured contract`� and (b) The "personal and advertising injury" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability so assumed ;n such "insured connacy', reasonable attorney fees and necessary litigation expenses incurred by or for o party other than an insured are deemed to be damages because of"personal and advertising /njury''. provided: (0 Liability to such party for, or for the cost of, matpurty'a defense has also been assumed in the same contract uragreemant-, and (ii) Such attorney fees and litigation expenses are for defense of that party against a ok/i| or alternative dispute resolution proceeding inwhich damages to which this insurance applies are alleged 2. For purposes nf this"personal and advertising injury^coverage only Paragraph d, and the second to last paragraph under Paragraph J. of Supplementary Payments—Covena0mm Amnd B are replaced by the following: d. The allegations in the''suit' and the information we know about the"occurrence" or offense are such that no conflict appears ho exist between the interests of the insured and Lhe interest uf the lndemnitee: So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemni{ea` necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Such payments will not be deemed hobe damages for "bodily injury'". "property damage" or "personal and advertising injury" and will not reduce the |im|ho of insurance, G. Insured Contract Amendment Paragraph t and [(1) through [(3) of the "insunaU contract" definition under the Definitions Section is replaced by the following. [ That pan of any other contract or agreement pertaining to your business (including on indemnification of a municipality in connection with work performed fora municipality) under which you assume the tort liability of another to pay for "bodily injury", "property damage" or "personal and advertising injury" to a \hirg person o, organization. Tort liability means a liability than would be imposed by law in the absence of any contract or agreement, Paragraph[.does not include that part of any contract orageemon,� (1) That indemnifies a railroad br''bodi injury", "property damege" or "personal and odvertisng injury" arising out ofconstruction ordomo|h\oo operations within SO 0amt nfaly railroad property and affecting any railroad bridge ortrestle, trauka, road-beds.tunne\, underpass or crossing', (2) That indemnifies an architect, engineer or Surveyor for injury or damage arising out of: (o) PrepahnQ, appmvinQ, or failing to prepare or approve, mupu, shop drawinQs, opinions, nepmta, uun/eya. field orders, change orders or drawings and specifications, or (b) Giving directions or motructiono, or failing to g/wa them. if that is the primary cause of the injury or damage, (3) Under which the moured, if an amhitect, engineer or surveyor, assumes liability for an njury or damage edo|ng out ofthe inaued'u rendering o/ failure to render professional oemicea, including those Ueamd in (2) above and supervisory, inspection, architectural or engineering activities, (4) Thatindomnifieaepersonnro*gan}zationhzr''pamono|andadvertin|nginjupy^: (u) Arising out of advertising, publishing, broadcasting or telecasting done for you or on your behalt or (b) To an "employee" of such person or organization that does edvertising, pubHmhing, broadcasting or telecasting for you ornn your behalf; or (8) That indemnifies a labor leasing firm for"bodily injury" to"leased workers", U,sL�IosmsGw(0wm) Page^ofo Includes copyrigmou material m insurance er~ic^o Office,/rm. wim its permission H. Medba| Paymenty—InmrmaaedReponingPehod Paragraph a. of Section |—Coverage C—Medical Payments is replaced by the following: a. VVow/iUpoymedica|expenn*namdenczibedbelmwfo/~bodi|yinjury^oausadbyanaocident, (1) On premises you own o,rent; (2) Oo ways next tn premises you own or rent;or (3) Because of your opaxobona� provided that: (a) The accident takes place in the"coverage territory" and during the policy period: (b) The expenses are incurred and reported to us within three years of the date of the accident: and <o> The injured person submits to awaminadon, at our expense, by physicians of our choice as often as we reasonably require. I. Broad Bail Bond Coverage Paragraph 1.b. under Supplementary Payments—Coverages A And Bis replaced by the fo||mwing� b' The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies, VVedo not have to furnish these bonds. J. Amendment—Duties|n The Event uf Occurrence,Offense, Claim orSuit The following paragraphs are added tnParagraph 3. Duties In The Event OfOccurrence, Offense, Claim Or Suit of Section|V—Commercial General Liability Conditions, Notice of an "occurrence" orofon offense which may oaon|t in a claim under this insurance nrnotice ofaclaim or "su8^ shall be given to us as soon as practicable after knowledge of the "occurrence". #ffenue, ciuim or "suit" has been reported tn your officer, manager, partner oron "employee" authorized by you to give or receive such notice. Knowledge by "employees" other than your officer, manager, partner n/ ''emp|uyae' authorized by you to give or receive such notice of an "occurrence", offense, claim or"suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to your workers compensation carrier and this"occurrence" later develops into a General Liability daim, covered by this Coverage Port. the ineumd`s failure to report such ''uouureoue° touoatthehmeoythe^ocuurnenoo^ ehe|| notbedeemad \ubeavio|o4ionofthiaConditmn. You must, hmwever, give us notice as noon as practicable after being made aware that the particular claim is General Liability rather than a Workers Compensation claim. K. Unintentional Failure To Disclose Or Describe Hazards Paragraph 6. Representations of Section IV—Commercial General Liability Conditions is replaced by the following: $. Representations By accepting this policy, you agree. a. The statements in the Declarations are accurate and complete: b. Those statements are based upon representations you made houo� and o. VVe have issued this policy in reliance upon your representations. Coverage will continue Um apply if you unintentionally: (1) Fail Vu disclose all hazards existing ot the inception of this policy, or (2) Make an error, omission or improper description of premises or other statement ofinformation stated in this policy. You must notify us inwhingasaoonampousibleaftnrUhediaooverycfanyhaaommorunyotherinhonnotinnV1at was not provided tous prior hn inception of this Coverage Part L. Bodily Injury Redefined The"bodily injury"definition under the Definitions Section is replaced by the following� uGI.-1060-E Gw(mw1n Page 5 of 0 /nuuoeo copyrighted material of insurance Services Office Inc.,with its permission "Bodily injury/ means bodily injury, sickness or disease sustained by o person, including death resulting from any of these ed any hme. This includes mental anguish, mental injury, shock, �ghiordaa� /aauNog from bodi� i�ury n|cknossord|semse. ` M. Two Or More Of Our Coverage Parts/Policies The following io added to Section III—Limits of|nsuruncm: 1. Subject to Paragraph 2. or 3. above. whichever applies, if this Coverage Pert and any other Commercial General uaonny Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply tu the same ^ocounanco" only the highest available Each OcounenoeLimit under any such Coverage Padorpohcyeppi'oxto such''oocur^000e^ 2' Subject to Paragraph 2.above, if this Coverage Part and any other Coverage Part or policy providing Commercial General Liability insurance issued to you by us or any other Zurich underwriting company affiliated with us apply to the same nffenae, only the highest available Personal And Advertising Injury Limit under any such Coverage Part o,policy applies bu such offense, 3. Under this Coverage Port and all otner Zurich underwriting company Coverage Parts or policies to which Paragraphs Y. and 2. above combined app|y, the most we will pay for all injury or damage because uf ''bodUy irqury"or"property damage"~000ummnoea''. "personal and advertising injury"offenses and medical expenses is: m. The single highest Coverage Part or policy General Aggregate Limit; o, b. The single highest Coverage Part or policy Prod ucts-Completed Operations Aggregate Limit, whichever applies, whether such ''occurmnce" offenses or medical expenses are covered by one or more than one Zurich underwriting company policy. 4. Any existing provisions under Paragraph 4. Other Insurance under Section [V—Comrnorc)a| Qonens| L|oWU%y Conditions that may be contrary to the provisions of this endorsement are amended to comply with the changes in coverage ao stipulated in Paragraphs 1.. D.. and 3.above, This provision does not apply to any Coverage Part or policy issued by us or any other Zurich underwriting company nMD|imtegwithusspecifioa||y (oapp|yoyexceuoinuuranmeoverthisCovenaQePart. N. Your Work Redefined Paragraph a.(1)of the"your work"definition under the Definitions Section is replaced by the following: 22. "Your work": a. Means (1) Work or operations performed by you or on your behalf, but does not include work or operations performed by another entity vvhojomed with you to honn o partnership or joint verdure not shown an a Named Insured in the Deu|aredono, which terminated or ended prior to the effective date of this policy', and All other\anno and conditions of this policy remain unchanged u�GL.1060-Eom(003 Page 6 Ot f-', includes oonyfmmcu material Of Insurance Sv,wcsu Office,mo. "wx its Permission, Exhibit"B" Asset Purchase Agreement TO FOLLOW THIS PAGE Page 10 of 10 Assumption Agreement Agreement Nos. 18-7432-CE,-UP,-UC, -EV, -RB, S ASSET PURCHASE AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2023. BETWEEN: CARDNO CONSULTING, LLC a limited liability company existing under the laws of Delaware, previously operating as Cardno, Inc. (the "Seller") OF THE FIRST PART - and - STANTEC CONSULTING SERVICES INC. a corporation existing under the laws of New York (the "Buyer") OF THE SECOND PART THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows: 1.0 DEFINITIONS 1.1 Defined Terms For the purpose of this Agreement, unless the context otherwise requires, the terms set out in Schedule 1.1 shall have the respective meanings set out in Schedule 1.1 and grammatical variations of such terms shall have corresponding meanings. 2.0 PURCHASE AND SALE OF PURCHASED ASSETS 2.1 Purchased Assets Subject to the provisions of this Agreement, the Seller agrees to sell, assign and transfer to the Buyer and the Buyer agrees to purchase from the Seller, effective as of the Time of Closing, all of the property, rights, interest and assets used in connection with or otherwise relating to the Purchased Business (other than the Excluded Assets), whether real or personal, tangible or intangible, of every kind and description and wheresoever situate, as a going concern (collectively, the "Purchased Assets"), including without limitation, the following: Page 1 (01° (a) Equipment. All equipment, facsimile machines, photocopiers, fixtures, furniture, furnishings and other fixed assets owned by the Seller and used in connection with the Purchased Business; (b) Agreements. All executed or potential orders or Contracts for the provision of services associated with the Purchased Business(the "Work Backlog"); (c) Work Product. All work product of the Seller related to the agreements described in subsection 2.1(b) above; (d) Unbilled Revenue. The Seller's interest in the unbilled revenue related to the agreements described in subsection 2.1(b) above (the "Unbilled Revenue"); (e) Accounts Receivable. All accounts receivable of the Seller relating to invoices for work undertaken by the Seller related to the agreements described in subsection 2.1(b) above up to and including the Closing Date (the "A/R"); (f) Proposals. The Seller's interest in any outstanding proposals associated with the Purchased Business; (g) Intercompany Balances. All intercompany receivables and intercompany payables of the Seller up to and including the Closing Date (the "Intercompany Balances"); (h) Prepaid Expenses. All prepaid expenses held by third parties which were made by the Seller prior to the Closing Date associated with the Purchased Business; (i) Sublease Receivables. All receivables of the Seller in connection with subleasing of any leased property; (j) Computer Hardware and Software. All computer hardware and software, including all rights under licences and other agreements or instruments relating thereto which are owned by the Seller or to which the Seller is entitled; (k) Employee Advances. Any right to repayment of advances to Employees; (I) Income Taxes. All income Tax installments paid by the Seller and the right to receive any refund of income Taxes paid by the Seller; (m) Policies of Insurance. Any policy of insurance or plan for the benefit of employees generally pursuant to which the Seller or any of its directors, officers or Employees are insured; (n) Stantec GS Shares. Any issued and outstanding shares held by the Seller in Stantec GS Inc. and any interests in subsidiaries or joint ventures held through Stantec GS Inc.; and Page 2 co)e:1 (o) Books and Records. All books and records (other than those required by law or subject to confidentiality requirements to be retained by the Seller, copies of which, excluding those books and records subject to confidentiality requirements, will be made available to the Buyer), including, without limitation, library and technical reference books, project files related to the agreements described in subsection 2.1(b), drawings, client lists, advertising material, employee manuals, personnel records related to the current Employees, supply records, unbilled revenue records and correspondence files (together with, in the case of any such information that is stored electronically, the media on which the same is stored). 2.2 Excluded Assets The Purchased Assets shall not include any (a) agreements associated with the projects listed in Schedule 2.2(a); or (b) those retained licenses listed in Schedule 2.2(b) (collectively, the "Excluded Assets"). 3.0 ASSUMPTION OF LIABILITIES 3.1 Assumption of Certain Liabilities by the Buyer Subject to the provisions of this Agreement, and excepting only the Retained Liabilities, the Buyer agrees to assume, pay, satisfy, discharge, perform and fulfill, from and after the Time of Closing, all obligations or liabilities of the Seller accrued or incurred on or prior to the Time of Closing, including: (i) those obligations and liabilities of the Seller (excluding the Retained Liabilities), and (ii) those obligations and liabilities of the Seller existing as at the Time of Closing and thereafter arising under: (a) any leased property; (b) the lease exit liabilities to landlords in connection with any leased property; (c) the Seller's obligations arising pursuant to the Contracts comprising the Work Backlog, including the liabilities for deferred revenues, the Unbilled Revenue and any software licenses included in the Purchased Assets; (d) the Seller's liabilities to vendors, contractors, subcontractors and/or subconsultants for items or services provided to the Seller, including in connection with the A/R and the Unbilled Revenue; (e) the Seller's liability for accrued expenses; (f) any intercompany payables; (g) liabilities of the Seller for all costs and expenses, including payables, accrued liabilities, bank obligations, shareholder loans and all other indebtedness of the Seller incurred up to and including the Closing Date and further including those liabilities, invoices for which might be received after the Closing Date, but which are for services, supplies or events rendered to the Seller prior to the Closing Date; (h) liabilities of the Seller at the Closing Date with respect to accrued wages and salaries, commissions, bonuses, vacations and holiday pay, workers' compensation levies, withholding deductions for federal and state income Taxes, Page 3 CAO other payroll deductions, pension plan deductions as well as liabilities relating to benefits already in place and accruing in favor of the Employees; (i) liabilities of the Seller in respect of claims arising out of professional services provided by the Seller in association with the Purchased Business prior to the Closing Date; and (j) income Taxes payable by the Seller accrued in the operation of the Purchased Business prior to the Closing Date. (collectively, the "Assumed Liabilities"). 3.2 Retained Liabilities The Seller agrees to retain all liabilities not specifically included in the Assumed Liabilities (the "Retained Liabilities"), including, without limitation, those liabilities in connection with the Excluded Assets. 3.3 Liability and Warranty Obligations The Buyer shall assume all liability, warranty and other claims and obligations arising in respect of services provided by the Seller in connection with the Purchased Business up to the Time of Closing whether such claims are raised before or after the Time of Closing. 3.4 Responsibility for Work Completed by the Buyer Related to Ongoing Projects The Buyer shall be solely responsible for and shall indemnify and save harmless the Seller from and against all liability, warranty and other claims and obligations arising in respect of services provided by the Buyer after the Time of Closing in connection with the agreements described in subsection 2.1(b). 4.0 PURCHASE PRICE 4.1 Purchase Price The aggregate purchase price (the "Purchase Price") payable by the Buyer to the Seller for the Purchased Assets shall be plus the Buyer shall assume the Assumed Liabilities. The Purchase Price s a e satisfied by the payment referred to in section 4.2 and the assumption of the Assumed Liabilities as provided in section 3.1. 4.2 Payment of the Purchase Price The Purchase Price shall be paid on the Closing Date by way of promissory note on the terms as attached as Schedule 4.2. 4.3 Allocation of Purchase Price The Seller and the Buyer agree to allocate the Purchase Price among the Purchased Assets as shown in Schedule 4.3 and to report the sale and purchase of the Purchased Assets for all federal, state and local Tax purposes in a manner consistent with such allocation. The Seller and the Buyer shall in the reporting of such sale and purchase Page 4 CqO execute such forms and make such elections as are appropriate in order to report the sale and purchase consistently to the Taxing authorities. 5.0 REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller represents and warrants to the Buyer as follows and acknowledges that the Buyer is relying on such representations and warranties in connection with its purchase of the Purchased Assets: 5.1 Organization The Seller is a limited liability company duly formed and organized and validly subsisting under the laws of Delaware and has the power to own or lease its property and to perform its obligations hereunder. The Seller is duly qualified as a limited liability company to do business in each jurisdiction in which the nature of the Purchased Assets makes such qualification necessary. 5.2 Authorization This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against the Seller by the Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. 5.3 Sufficiency of Purchased Assets The Purchased Assets owned or leased by the Seller are and have been sufficient to carry on the Purchased Business to the Time of Closing. 5.4 Title to Personal and Other Property The Purchased Assets are owned beneficially by the Seller with good and marketable title thereto, free and clear of all Encumbrances and the Seller has the right, title and interest to sell, assign or transfer the Purchased Assets to the Buyer pursuant to the terms hereof. 6.0 REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows and acknowledges and confirms that the Seller is relying on such representations and warranties in connection with its sale of the Purchased Assets: 6.1 Organization The Buyer is a corporation duly incorporated and organized and validly subsisting under the laws of New York and has the corporate power to enter into this Agreement and to perform its obligations hereunder. 6.2 Authorization Page 5 Cq0 This Agreement has been duly authorized, executed and delivered by the Buyer and is a legal, valid and binding obligation of the Buyer, enforceable against the Buyer by the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. 7.0 MERGER OF COVENANTS, REPRESENTATIONS AND WARRANTIES The covenants, indemnities, representations and warranties contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall merge on the closing of the transactions contemplated hereby. 8.0 CLOSING DATE AND TRANSFER OF POSSESSION 8.1 Transfer Subject to compliance with the terms and conditions hereof, the transfer of possession of the Purchased Assets shall be deemed to take effect as at the Time of Closing. 8.2 Further Assurances From time to time subsequent to the Closing Date, each party to this Agreement covenants and agrees that it will at all times after the Closing Date, at the expense of the requesting party, promptly execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby. 9.0 INTERPRETATION 9.1 Currency Unless otherwise indicated, all dollar amounts in this Agreement are expressed in U.S. funds. 9.2 Sections and Headings The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, section, subsection or Schedule refers to the specified Article, section or subsection of or Schedule to this Agreement. 9.3 Number, Gender and Persons In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing Page 6 Cq0 persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever. 9.4 Accounting Principles Any reference in this Agreement to "GAAP" refers to generally accepted accounting principles that have been established in the United States of America, including those approved from time to time by the Financial Accounting Standards Board or any successor body thereto. 9.5 Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided. 9.6 Time of Essence Time shall be of the essence of this Agreement. 9.7 Applicable Law This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the State of Delaware and the federal laws of the United States applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such state and all courts competent to hear appeals therefrom. 9.8 Successors and Assigns This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective successors and permitted assigns. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. 9.9 Amendments and Waivers No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver for future breaches unless otherwise provided. 9.10 Schedules The following Schedules are attached to and form part of this Agreement: Schedule 1.1 - Defined Terms Schedule 2.2(a) - Excluded Projects Schedule 2.2(b) - Excluded Permits and Licenses Schedule 4.2 - Promissory Note Page 7 S Schedule 4.3 - Book Value of Net Assets Sold (collectively, the "Schedules"). 9.11 Notices Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: (a) if to the Seller: Cardno Consulting, LLC 400-10220 103 Avenue NW Edmonton, AB T5J 0K4 Attention: Corporate Secretary (b) if to the Buyer: Stantec Consulting Services Inc. 400-10220 103 Avenue NW Edmonton, AB T5J 0K4 Attention: Corporate Secretary Any such notice or other communication shall be deemed to have been given and received on the day it is delivered if personally delivered, on the day on which receipt is acknowledged if sent by facsimile or other means of recorded electronic communication, (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the tenth Business Day following the date of mailing; provided, however, that if at the time of mailing or within ten Business Days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid. Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this section 9.11. 9.12 Counterparts This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. Page 8 C40 9.13 Electronic Signatures This Agreement may be executed manually or electronically, by facsimile or PDF, by the parties hereto and may be executed in separate counterparts, each of which when so executed and delivered shall be an original, that all such counterparts shall together constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] Page 9 Col0 IN WITNESS WHEREOF this Agreement has been executed by the parties. CARDNO CONSULTING, LLC Per: Per: STANTEC CONSULTING SERVICES INC. Per: Per: [Signature Page to the Asset Purchase Agreement] eqo CARDNO CONSULTING, LLC - and - STANTEC CONSULTING SERVICES INC. SCHEDULE 1.1 DEFINED TERMS (a) "A/R" has the meaning set out in subsection 2.1(e); (b) "Assumed Liabilities" has the meaning set out in section 3.1; (c) "Business Day" means any day, other than a Saturday or a Sunday, on which the main branch of the Bank of America is open for business; (d) "Closing Date" means January 1, 2023 or such other date as the Seller and the Buyer may mutually determine; (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time; (f) "Contract" means any agreement, indenture, contract, lease, deed of trust, licence, option, instrument or other commitment, whether written or oral; (g) "Employees" means those employees of the Seller who are employed in the Purchased Business immediately prior to the Time of Closing; (h) "Encumbrance" means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing; (i) "Excluded Assets" has the meaning set out in section 2.2; (j) "GAAP" has the meaning set out in section 9.4; (k) "Intercompany Balances" has the meaning set out in section 2.1(g); (I) "Purchase Price" has the meaning set out in section 4.1; (m) "Purchased Assets" has the meaning set out in section 2.1; (n) "Purchased Business" means the business carried on by the Seller consisting primarily of professional consulting and engineering services but excluding the Excluded Assets and the Retained Liabilities; (o) "Retained Liabilities" has the meaning set out in section 3.2; Page 1 EII) (p) "Schedules" has the meaning set out in section 9.10; (q) "Taxes" means any federal, state, local or non-US income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental including taxes under Code §59A, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other Tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person; (r) "Time of Closing" means 12:02 AM MST on the Closing Date, or such other time on the Closing Date as the Seller and the Buyer may mutually determine; (s) "Unbilled Revenue" has the meaning set out in subsection 2.1(d); and (t) "Work Backlog" has the meaning set out in subsection 2.1(b). Page 2 cqO SCHEDULE 2.2(a) EXCLUDED PROJECTS [SCHEDULE REDACTED] 0,10 SCHEDULE 2.2(b) EXCLUDED LICENSES [SCHEDULE REDACTED] Cqo SCHEDULE 4.2 PROMISSORY NOTE [SCHEDULE REDACTED] SCHEDULE 4.3 BOOK VALUE OF NET ASSETS SOLD [SCHEDULE REDACTED] ° Cq0