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Backup Documents 01/14/2025 Item #16E 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 E 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. County Attorney Office County Attorney Office �- n"/ ,/1 6 �s 4. BCC Office Board of County Commissioners 4 i/ i/iq ,f 4. Minutes and Records Clerk of Court's Office / I/0 a2 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Osmanis Nieves Borjas/Procure It Contact Information 239-252-2220 Contact/Department Agenda Date Item was January 14, 2025 Agenda Item Number 16.E.1 Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 18-7432-SW number if document is Bowman Gulf Bowman Gulf to be recorded Coast LLC Coast LLC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be ONB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the ONB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's ONB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on January 14,2025,and all changes made I_ N/A is not during the meeting have been incorporated in the attached document. The County i.,jV 1147an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not I BCC,all changes directed by the BCC have been made,and the document is ready for the ( hh an option for Chairman's signature. this line. 16E1 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 1 Y of 3-041004y , 2024 by and between Bowman Gulf Coast LLC d/b/a Robau,a Bowman Company ("Bowman Gulf Coast") 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 Robau and Associates, LLC ("Robau Associates"), which is attached hereto as Exhibit "A" (the "Agreement"); and WHEREAS, on September 12, 2024, Robau and Associates, LLC merged with and into Bowman Gulf Coast LLC d/b/a Robau, a Bowman Company with Bowman Gulf Coast being the surviving entity of the merger as documented in the Articles of Merger and Agreement and Plan of Merger filed with the State, and attached hereto as Exhibit"B"; and WHEREAS, Federal Contract Provisions and Assurances shall apply to the Agreement and shall take precedence over the terms of the Agreement, as reflected in attached Exhibit "C"; and WHEREAS, Bowman Gulf Coast, hereby represents to Collier County that by virtue of the merger it is the successor in interest in relation to the Agreement; and WHEREAS,the Parties wish to formalize Bowman Gulf Coast's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement,and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged by the Parties, it is agreed as follows: 1. Bowman Gulf Coast accepts and assumes all rights,duties,benefits,and obligations of Robau Associates under the Agreement, and subsequent amendments executed under the Agreement, including all existing and future obligations to perform under the Agreement. 2. The Parties hereby reaffirm and ratify each of the terms and conditions in the Agreement. 3. Bowman Gulf Coast will promptly deliver to County evidence of insurance consistent with the requirements of the Agreement. 4. Bowman Gulf Coast will promptly notify the County of any changes required to Key Personnel or Qualified License Professional identified in the Agreement. Page 1 of 6 Assumption Agreement - 0'90 1 6 E 5. Further supplements to, or modifications of, the Agreement shall be approved in writing by both Parties. 6. Notice required under the Agreement to be sent to Bowman Gulf Coast shall be directed to: Bowman Gulf Coast LLC d/b/a Robau, a Bowman Company Emilio Robau, PE 2770 Horseshoe Drive S. #7 Naples, FL 34104 (239) 204-4322; ext. 3556 Emilio.Robau@bowman.com 7. The County hereby consents to Bowman Gulf Coast'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 Bowman Gulf Coast as it would have Robau Associates for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. Signature page to follow Page 2 of 6 Assumption Agreement 0 0 1 6 E 1 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 n� I • By. By: /44 )1/...,10410€011006°— , Deputy Clerk •L. 'signature.only Burt Saunders, Chairman C.r Approved ssitto f9i;na-iind Legality: By: • .t�G y Je nne Sanseverino Assistant County Attorney Company's Witnesses: Bowman Gulf Coast LLC d/b/a Robau, a Bowman Company • / t W' n s By: Signature Kevin Payne Richard E. Brylanski, PE, Senior Vice President T Type/print witness name T T Type/print name and title T 4 nd W itne s Jackie Lopez T Type/print witness name T Page 3 of 6 Assumption Agreement • S 1 6 E 1 AFFIDAVIT REGARDING LABOR AND SERVICES Effective July 1, 2024, pursuant to § 787.06(13), Florida Statutes, when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services. Nongovernmental Entity's Name: Bowman Gulf Coast, LLC Address: 2770 Horseshoe Drive North Suite 7 Naples, Florida 34104 Phone Number: 2392044322 Authorized Representative's Name: Emilio J Robau, P E Authorized Representative's Title: Principal Email Address: emilio.robau@bowman.com AFFIDAVIT It Emilio J Robau (Name of Authorized Representative), as authorized representative attest that Bowman Gulf Coast, LLC (Name of Nongovernmental Entity) does not use coercion for labor or services as defined in § 787.06, Florida Statutes. Under penal y of ju , Ldeclare that I have read the foregoing Affidavit and that the facts stated in it are true. /if V - a//-f-it;) zs---- (Signature of authorized representative) Date STATE OFF"" COUNTY OF (69G4--'/�-�! Sworn to (or affirmed) and subscribed before me, by means oP51 physical presence or ❑ online notarization this ii day of,� ate' , 20 , by niL.' AA:'vn.J (Name of Affiant), who produced his Florida Driver's License as identification. .fir' PAut.BEAM Notary Pub c (not required when digital) _° Notary Public•State of Florida Commission#HH 391245 osr,' My Comm.Expires May 20,2027 I S' Z L. I Bonded through National Notary Assn. I Commission expires Personally Known OR Produced Identification ❑ Type of Identification Produced: 0 16E1 Exhibit"A" Agreement No. 18-7432-CE "Professional Services Library Civil Engineering Category" Following this page Page 4 of 6 Assumption Agreement CAO 1 6 E 1 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) ■ CCNA NON-CCNA Contract# 18-7432-CE for "Professional Services Library Civil Engineering Category THIS AGREEMENT is made and entered into this c 3day of e (\s„( , 20g-b by and between the Board of County Commissioners for Collier County, Flori a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Robau and Associates, LLC authorized to do business in the State of Florida, whose business address is 2770 Horseshoe Drive S. Suite 7 Naples, Florida 34104 (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 'NI WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANTS RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CA() 1 6E 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. U 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.I 1 6 E 1 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 autho rization 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 (CAC, 1 6 E 1 1.12. The CONSULTANT designates Emilio J. Robau, 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.I ` 1 6 E 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.I 1 6 E 1 the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines- CL, edge-of-pavement-EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 1 6 E 1 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 1 6 E 1 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 1 6 E 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. ■ Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 k 0) 1 6 E 1 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 0 1 6 E 1 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 r'r 1 6 E 1 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.l 16E1 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 (ti-A`1 16E1 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.1 1 6 E 1 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 Vcr.1 ..its 1 6 E 1 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: Robau and Associates, LLC Address: 2770 Horseshoe Drive S. Suite 7 Naples, Florida 34104 Authorized Agent: Emilio J. Robau, Managing Member Attention Name & Title: 239 Telephone: (239) 206-8000 E-Mail(s): ejr@robau-designs.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 g 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 iIPSA Fixed Term Continuing Contract 2017.009 Vcr.1 CA O 1 6 E 1 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. IN) 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 ( N ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. �✓ At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. Page 17 of 33 PSA Fixed Term Continuing Contract 2017.005 Ver.1 s'=r\ 1 6 E 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 1 6 E 1 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 ft wt;i 1 6 E 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 By: Q�C •. By: Date: 2 r 0�1 j/1 Burt L. Saunders "2DV , Chairman fittest as�o Cliairinan's signature only, Ap roved s to and Legality: bQ .{CH2L Country'Attorney Name Consultant: Robau and Associates, LLC Consultant's Witnes es: e By: /4-'66 . Wi ss 6.14/tall cr ROM() 4A4AM6b1"4 gdtjfh N me and Title Name and Title 1264" ADO A�!4 L.C. , 444- Witness nn 1 tlailko. Verrm*cciro , PrejeJ EAo1+eer Name and Title I Page 20 of 33 PSA Fixed"Penn Continuing Contract 2017.009 Ver.l i l 0 1 6 E 1 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. TaskI $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director Date ti 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) I'. Name&Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Cont inuing Contract 2017.009 Ver.l ;CAO SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. B.1 .4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT's invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 PSA Fixed Tenn Continuing Contract 2017 009 Ver.1 1 6 E 1 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. El 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 1 6 E 1 B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES { B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 1 6 E 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. is Page 25 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 1 6 E 1 SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist $149 GIS Specialist $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew - 2 man $152 Survey Crew - 3 man $185 Survey Crew -4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. ■ Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E1 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty(30) days after demand, Page 27 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CAO 1 6E 1 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? ■ Yes n No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? El Yes ■l No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? n Yes ■ No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? IUD Yes n 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.I 1 6 E 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? n Yes El 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 ■ No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? n Yes No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? Yes No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 16E1 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ❑ Yes (U No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? n 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 tCAO1 1 6 E 1 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.l 16E1 n this schedule is applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Robau and Associates, LLC (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, I concerning "Professional Services Library Civil Engineering Category "project is accurate, complete and current as of the time of contracting. BY: 0'44 pus 9-- "p TITLE: 4A4Vrico "et-et- ar DATE: fF Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 1 6 E 1 SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) ■ following this page (pages 1 through 9 ) this schedule is not applicable { is Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.1 CAC) 1 6 E 1 Collier County Solicitation 18-7432-CE 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 OHS 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 applies 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) to the contractor's actions pertaining to this contract. EXHIBIT I-1 1 2/3/201 8 8:17AM p.1ff8 f 1 6E 1 Collier County Solicitation 18-7432-CE 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.aov/smm/comprehensive-procurement-Guideline-c- 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 12/3/2018 8:17 AM p.19 16E1 Collier County Solicitation 18-7432-CE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6)Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs (1)through(5)of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1.3 must include the equal opportunity clause provided under 41 C.F.R.§60-1.4. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity,or national origin.Such action shall include,but not be limited to the following:Employment, upgrading,demotion,or transfer,recruitment,or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. Ill. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,proceeding, hearing, or action,including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT I-3 12/3/2018 8:17 AM p•20 1 6 E 1 Collier County Solicitation 18-7432-CE 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 12/3/2018 8:17 AM p.21 16E1 Collier County Solicitation 18-7432-CE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor,arising out of or relating to this contract,or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over$150,000) (1)The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 of seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn,report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office, (4) The contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification, Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C.§1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any inexcess of 25 000.00 fora period of 36 months from the date of being placed on the public entity $ 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 12/312018 8:17 AM p,22 --`j 1 6 E 1 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. Vendor/Contractor Name c (-) A AS ,S`TL;r'i'4 , L.(- Date fZ/L' /a/ • Authorized Signature > ' EXHIBIT I-6 12/3/2018 8:17 AM p.23 CAO 1 6 E 1 Collier County Solicitation 18-7432-CE 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 Otigo By: ure fi ui uu T M v i. PliA .7r t' Name and Title I Z-7 7 0 ,o7 . . Street Address di/Me-4 t City, State,Zip/ DUNS Number Sub-Recipient Name: Collier County Board of County Commissioners EXHIBIT I-7 12/3/2018 8:17 AM p.24 C:M) 1 6 E 1 Collier County Solicitation 18-7432-CE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLDER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT status wilt be verified tirryslifabfe st?oss s w}reqtd s the oow,v t e th_.pai i e e i statement o<grotvde source' -s.eetstice that;sikfates a status. _ ME PRI VENiORCN7i 3R INI URISAITIONL ;' . PRIME NAME PRIME NOD!MEMBER CONTRACT DOLLAR AMOUNT IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN Y N IS THE ACTIVITY OF THIS CONTRACT__ MINORITY OR WOMEN BUSINESS ENTERPRISE? OBE? Y N GONSTRU 11ON? Y N (DBE/MUM BE/OR HAVE A SMALL DISADVANTAGED r,�y,S7 BUSINESS BA CERTIFICATION FROM THE SMALL BUSINESS MBE? GY N CONSULTATION? ) N ADMINISTRATION? A SERVICE DISABLED VETERAN? WEE? Y N EITHER? Y N SOB BA? Y N IS TILLS SUBMISSION A REVISION? V N IP YES,REVISION NUMBER $:•IK Pi{IME?H S BCONTRACTOR OR SUPPLIER WNO IS A DISADVANTAGED MINORITY,:WOMEN-OWNED,SMALL: $UStNES`S CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS:NENTSECTION ORE MIWBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENTOF CONTRACT VET FAN NAME SPECIALTY !See Below) DOLLAR AMOUNT DOLLARS TOTALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBM n TER EMAIL ADDRESS OF PRIME/SUBMTTTE311 LE NUMBER FAX NUMBER �ssR RC ' fcryv5(CAI 2-31 2e.h, Ova > Z-Y 2? -. 1-.7, r 'c_) NOTE:This information is used to track and report anticipated DBE a MBE participation in federally-funded contracts.The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation. rf and when awarded a County contract,the prime Dili be asked to update the information for the grant comptance files. ��. slack American B Hispanic American HA Native American subcont Asian American SAA Asian-PaofhKAmencan APA Non-Minority Women MAW Other.not of any other polio listed o •p„ lTQ.BECOMPLETED,BY CO.LLI.)R COUNTY DEPARTMENT NAME COWER CONTRACT a(IFE?REP or PO/RED) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT I-8 12/3/2018 8:17 AM p,25 CAO 1 6E 1 Collier County Solicitation 18-7432-CE EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CER7`10ATiON` (To be submitted with each bid or offer exceedthq$'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. dAM it- Contractor(Firm Na Z Signature of Contractor's Authorized Official "WA/4 t.Pt ki Name and Title of Contractor's Authorized Official / lCPl Date EXHIBIT I-9 12/3/201 8 B:17 AM p.26 CA O 16E1 Client#: 1055845 ROBAUASI ACORDr,., CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)2/13/2020 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 policy(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 this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: USI Insurance Services, LLC PHONE 813 321-7500 FAX (A/C,No,Ext): (A/C,No): 2502 N Rocky Point Drive E-MAIL ADDRESS: Suite 400 INSURER(S)AFFORDING COVERAGE NAIC# Tampa, FL 33607 PhoenlzlnsuranceCom any 25623 INSURER A: P INSURED INSURER B:Travelers Indemnity cempeny 25658 Robau and Associates, LLC 19038 INSURER C:Travelers Casualty end Surety Company 2770 Horseshoe Drive S 19917 INSURER D:Liberty Insurance Underwriters,Inc. Suite 7 Charier Oak Fire Insurance Company 25615 INSURER E: Naples, FL 34104 INSURER F COVERAGES CERTIFICATE NUMBER: 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. INSR TYPE OF INSURANCE IADDL SUER POLICY EFF POLICY EXP LIMITS LTR .INSR WVD POLICY NUMBER (MM/DO/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY X X 6608C915518 02/12/2020 02/12/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES0(Eaoccurrence) $I,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- PRODUCTS-COMP/OPAGG $2,000 000 POLICY X JECT LOC � i $ OTHER: E AUTOMOBILE LIABILITY X X BA8C915868 02/12/2020 02/12/2021 COMBINaccideEDnt) $ r SINGLE LIMIT 1,000 000 (Ea X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X AU HIREDTOS ONLY X AUT NON-OOWNESONLY D PROPERTY DAMAGE (Per accident) $ $ B x UMBRELLA LIAB X OCCUR X X CUP3K690980 02/12/2020 02/12/2021 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$10,000 S C WORKERS COMPENSATION X UBOK198511 02/12/2020 02/12/2021 X STATUTE EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA E.L.DISEASE-EA EMPLOYEE $1 000 000 (Mandatory In NH) I , r If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional AEXNYAA9RTG005 02/12/2020 02/12/2021 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Professional Liability coverage is written on a claims-made basis. 18-7432-CE-"Professional Services Library-Civil Engineering Category Collier County Board of County Commissioners is named as an additional insured and certificate holder as respects the general liability policy as required by written contract. Thirty(30)days prior written notice of cancellation or material change except 10 days for non payment of premium will be given on all policies listed above. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East NAPLES,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved, ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S27913065/M27896005 MRLEW 1 6 E 1 Exhibit"B" Articles of Merger Following this page Page 5 of 6 Assumption Agreement S 1 6 E 1 COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Bowman Gulf Coast LLC Name of Surviving Party The enclosed Certificate of Merger and fee(s)are submitted for filing. Please return all correspondence concerning this matter to: Anya Boytsova Contact Person Bowman Consulting Group Ltd. Firm/Company 12355 Sunrise Valley Dr., Ste 520 Address Reston, VA 20191 Cite. State and Zip Code aboytsova@bowman.com E-mail address: (to be used for future annual report notification) For further information concerning this matter, please call: Anya Boytsova at ( 703 )464-1051 Name of Contact Person Area Code Daytime Telephone Number 0 Certified copy (optional) S30.00 STREET ADDRESS: MAILING ADDRESS: Amendment Section Amendment Section Division of Corporations Division of Corporations Clifton Building P. 0. Box 6327 2661 Executive Center Circle Tallahassee, FL 32314 Tallahassee, FL 32301 CR2E080(2/20) 16E1 • Articles of Merger For Florida Limited Liability Company The following Articles of Merger is submitted to merge the following Florida Limited Liability Companv(ies) in accordance with s. 605.1025, Florida Statutes. FIRST: The exact name, form/entity type, and jurisdiction for each merging riisiging party are as follows: Name Jurisdiction Form/Entity Type Robau and Associates, LLC Florida LLC _ # L08000011557 SECOND: The exact name. form/entity type,and jurisdiction of the surviving party are as follows: Name Jurisdiction Form/Entity Type Bowman Gulf Coast LLC Florida LLC # L23000069711 THIRD: The merger was approved by each domestic merging entity that is a limited liability company in accordance with ss.605.1021-605.1026: by each other merging entity in accordance with the laws of its jurisdiction: and by each member of' such limited liability company who as a result of the merger will have interest holder liability under s.605.1023(1)(b). Cq0 1 6 E 1 Docusign Envelope ID:F23393D9-CAFE-43FC-9290-6F337FFAAOC9 FOURTH: Please check one of the boxes that apply to surviving entity: (if applicable) This entity exists before the merger and is a domestic filing entity, the amendment, if any to its public organic record are attached. 0 This entity is created by the merger and is a domestic filing entity,the public organic record is attached. El This entity is created by the merger and is a domestic limited liability limited partnership or a domestic limited liability partnership, its statement of qualification is attached. ❑ This entity is a foreign entity that does not have a certificate of authority to transact business in this state.The mailing address to which the department may send any process served pursuant to s. 605.01 17 and Chapter 48, Florida Statutes is: FIFTH: This entity agrees to pay any members with appraisal rights the amount. to which members are entitled under ss.605.1006 and 605.1061-605.1072. F.S. SIXTH: If other than the date of filing,the delayed effective date of the merger, which cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State: Note: if the date inserted in this block does not meet the applicable statutory filing requirements,this date will not be listed as the document's effective date on the Department of State's records. SEVENTH: Signature(s)for Each Party: Typed or Printed Name of Entity/Organization: tc tk'A'OO!,Y Name of Individual: Robau and Associates, LLC fAttie fOi,a.U• Emilio J.Robau,Managing Member Bowman Gulf Coast LLC Robert Hickey, Manager Corporations: Chairman, Vice Chairman, President or Officer 'if no directors selected,signature ojincorporator.) General partnerships: Signature of a general partner or authorized person Florida Limited Partnerships: Signatures of all general partners Non-Florida Limited Partnerships: Signature ofa general partner Limited Liability Companies: Signature of an authorized person Fees: For each Limited Liability Company: $25.00 For each Corporation: $35.00 For each Limited Partnership: $52.50 For each General Partnership: $25.00 For each Other Business Entity: $25.00 Certified Copy(optional): $30.00 16E1 � BOWMAN CONSULTING GROUP LTD. BOWMAN GULF COAST LLC ROBAU AND ASSOCIATES,LLC AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (together with Exhibits and Schedules hereto the "Agreement") dated this 21st day of August 2024 (the "Execution Date"), by and among BOWMAN CONSULTING GROUP LTD., a Delaware corporation ("Bowman"), BOWMAN GULF COAST LLC, a Florida limited liability company and wholly-owned subsidiary of Bowman ("Bowman Sub"), ROBAU and ASSOCIATES, LLC, a Florida limited liability company(the"Merged Company"), and EMILIO J.ROBAU(the"Member"). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Section 1.3 below. WITNESSETH WHEREAS, the Merged Company is engaged in the business of providing civil engineering design, permitting, consulting, and project management services from its office in Naples, Florida(the"Business"); WHEREAS,the Member owns all of the issued and outstanding membership interests in the Merged Company (the "Merged Company Membership Interests"); WHEREAS, Bowman is the sole manager and sole member of Bowman Sub and as such is the sole owner of Bowman Sub; WHEREAS, the Board of Managers and Member of the Merged Company have determined that the merger of Merged Company with and into Bowman Sub is in the best interests of the Merged Company and the Member and they have approved the merger in accordance with applicable Florida law and accordingly have agreed to effect the merger provided for herein upon the terms, and subject to the conditions set forth herein; WHEREAS, Bowman and Bowman Sub, have determined that the merger of Merged Company with and into Bowman Sub is in the best interests of Bowman, Bowman Sub and the Merged Company and they have approved the merger in accordance with applicable Florida law and accordingly have agreed to effect the merger provided for herein upon the terms and subject to the conditions set forth herein; WHEREAS, the parties intend that: (a) the Merged Company will merge with and into Bowman Sub in a forward triangular merger(the"Merger"or the"Transaction");and(b)Bowman Sub will be the surviving entity of the Merger. When the Merger is effective the Member of Merged Company will receive a combination of capital stock of Bowman, cash, and Bowman's promissory note, all as more fully set forth herein. Each of these events will be subject to and carried out pursuant to the terms and conditions of this Agreement and Articles of Merger substantially in the form of Exhibit A and the applicable provisions of Florida law; S 1 6 E 1 WHEREAS,the Merger is intended to be treated for Federal income tax purposes as a tax- free reorganization pursuant to the provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended(the"Code"),by virtue of the provisions of Section 368(a)(1)(A) of the Code and specifically as a forward triangular merger as provided for in Section 368(a)(2)(D) of the Code; WHEREAS, Bowman, Bowman Sub, the Member, and the Merged Company desire to make certain representations and warranties and other agreements in connection with the Transaction; and WHEREAS, as a condition of Closing hereunder the Member shall be required to execute documents regarding his employment and post-employment activities, including a Non- Solicitation,Non-Competition and Non-Disclosure Agreement described herein. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties hereby agree as follows: Article 1 DEFINITIONS 1.1 Certain Matters of Construction. A reference to an Article, Section, Exhibit or Schedule shall mean an Article of a Section in or Exhibit or Schedule to, this Agreement unless otherwise expressly stated.The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words"without limitation." 1.2 Cross References. The following terms defined elsewhere in this Agreement in the Sections set forth below shall have the respective meanings therein defined: Term Definition Agreement Preamble Bowman Preamble Bowman Indemnified Parties Section 7.2 Bowman Stock Consideration Section 2.4.2 Bowman Sub Preamble Business Preamble Cash Consideration Section 2.4.3 Closing Section 2.1 Closing Date Preamble Closing Date Balance Sheet ..Section 2.6 Closing Date Income Sheet Section 2.6 Deficit Equity Section 2.4.4(a) Disputed Accounting Matter Section 11.8 Employee List Section 4.10 - 2 - Cq0 1 6 E 1 Excess Equity Section 2.4.4(a) Excluded Obligations Section 4.6.1 Indemnification Claim Section 7.2.5 Indemnified Party Section 7.2 Indemnifying Party Section 7.2 Member Preamble Merger Preamble Member Indemnified Parties Section 7.2 Merged Company Preamble Merged Company Financial Statements Section 4.6.1 Merged Company Insurance Contracts Section 4.15 Merged Company Membership Interests Preamble Merged Company Plans Section 4.9.1 Merger Consideration Section 2.4 Notice of Claim Section 7.2.5 Permits Section 4.2 Post-Closing Professional Liability Claims Section 7.2.12 Pre-Closing Professional Liability Claims Section 7.2.12 Promissory Note Section 2.4.4 Surviving Company Preamble Tail Policy Section 7.5 Tail Policy Adjustment Section 7.5 Third Party Claim Section 7.2.6 Transaction Expenses Section 7.1 Transaction Preamble 1.3 Certain Definitions. As used herein,the following terms shall have the following meanings: Accounting Principles: shall mean GAAP, and to the extent there is a departure from GAAP by the Merged Company then Accounting Principles shall mean sound and consistent accounting practices, principles, policies, procedures, classifications, judgments, valuations and estimates. Accounts Receivable: shall mean amounts owed to the Merged Company by its customers and evidenced by invoices which reflect only services rendered through the Closing Date, are dated no later than the Closing Date, and that are transmitted to customers in the Ordinary Course of Business no later than five (5)Business Days after the Closing Date. Accrued Assumed Payroll: shall mean wages due to Merged Company employees as of the Closing Date, incurred in the Ordinary Course of Business plus the employer portion of payroll taxes due thereon, and subject to the following limitations (A) Accrued Assumed Payroll shall not exceed two (2) weeks/eighty (80) hours of wages and payroll taxes and shall not include employer or employee share of payroll taxes, 401K, insurance, or related - 3 - ° C40 16E1 items not yet remitted with respect to prior payrolls, (B) Accrued Assumed Payroll shall not include any obligation to pay accrued bonus or other incentive payments above base compensation rates; and (c) Accrued Assumed Payroll shall not include the employer portion of payroll taxes that was deferred under the CARES Act. A schedule of such Accrued Assumed Payroll as of or about August 19,2024 is set forth on Schedule 4.6.1(c). Accrued Assumed PTO: shall mean accrued vacation, holiday and sick leave for each employee of the Merged Company hired by Bowman as of the Closing Date (other than for Member, for whom there shall be no Accrued Assumed PTO) all incurred in the Ordinary Course of Business, and not to exceed eighty (80)hours per employee. Accrued Retained Payroll: shall mean any amount for any reason owed Merged Company employees as of the Closing Date that is not Accrued Assumed Payroll. Accrued Retained PTO: shall mean accrued vacation, holiday and sick leave, (i) for each employee of the Merged Company hired by Bowman as of the Closing Date (other than for Member) that exceeds eighty (80) hours per employee, (ii) for each employee of the Merged Company who is not hired by Bowman; and (iii) for Member, whether more or less than eighty (80)hours. Advance Billed Amount: shall mean the dollar amount, if any,by which amounts contained on invoices issued prior to the Closing Date reflect contractual billing milestones greater than the dollar amount of services actually rendered through the Closing Date, including without limitation amounts determined pursuant to the application of ASC Topic 606 issued by the Financial Accounting Standards Board. Affiliate: with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. Assumed Liabilities: shall mean the sum of Accrued Assumed Payroll,Accrued Assumed PTO, Trade Accounts Payable, and Client Prepayments, as set forth on the Closing Date Balance Sheet. Average Stock Price: shall mean the average (mean) closing price of Bowman's common stock on Nasdaq for the twenty (20) trading days prior to the Closing Date, weighted by volume for each such trading day. Backlog: shall mean the value of work to be performed after the Closing Date on behalf of Merged Company clients pursuant to client contracts. Bowman Material Adverse Effect: any materially adverse change in or effect on the financial condition, business, operations, assets, properties, results of operations or prospects of Bowman; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and there shall not be taken into account in determining whether there has been a Bowman Material Adverse Effect any adverse effect arising from or attributable or relating to: (a) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (b) any event, - 4 - 16E1 occurrence, development or state of circumstances disclosed in or incorporated by reference in the exhibits or schedules attached to this Agreement; (c) the taking of any action or failure to act contemplated by this Agreement or with the written consent of Merged Company;(d)any conditions which abate or are cured by Bowman prior to Closing such that there no longer is a Bowman Material Adverse Effect, or(e) epidemic outbreak (including COVED-19). Bowman Transaction Expenses: means all fees,costs,expenses and obligations(including any attorneys', accountants', consultants', financial advisory, brokers', investment bankers', and finder's fees) incurred by or otherwise approved by Bowman or Bowman Sub in connection with any of the following that remain unpaid as of the Closing Date: (i) the due diligence conducted by Bowman or Bowman Sub in connection with the transaction contemplated by this Agreement; (ii) the structuring, negotiation or consummation of the Transaction contemplated by this Agreement and the Transaction documents, including the preparation and review of this Agreement (including the disclosure schedules),and the Transaction documents; (iii)the preparation and submission of any filing or notice required to be made or given in connection with the transactions contemplated by this Agreement and obtaining any consent required to be obtained in connection with the Transaction; or (iv) transaction bonuses, discretionary bonuses, change-of-control payments, severance payments, phantom equity payouts, "stay put" or other compensatory amounts payable to any employee, independent contractor, director or other service provider of Bowman as a result of the Transaction (including the employer- paid portion of any employment or payroll Taxes that become payable in connection with payment thereof). Breach: any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure. Business Day: any day other than (a) Saturday or Sunday or (b) any other day on which banks in Florida are permitted or required to be closed. Client Prepayments: shall mean payments received in the Ordinary Course of Business by the Merged Company from its clients in the form of retainers and other prepayments against fees to be earned, as identified on the Closing Date Balance Sheet. COBRA: the provisions of Section 4980B of the Code and Part 6 of Title I of ERISA. Commercial Software: those Merged Company assets that consist of packaged commercial software programs generally available to the public through retail dealers or authorized resellers in computer software or directly from the manufacturer which have been licensed to the Merged Company and which are used in the Business but are in no way a component of or incorporated in or specifically required to develop any of the Merged Company's products and related trademarks, and technology. - 5 - CAO 16E1 Computer Hardware: shall mean the computer, information technology, and data processing equipment owned by the Merged Company. Encumbrances: shall mean all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, transfer restrictions, liens, claims, mortgages, security interests, indentures, equities, covenants, rights of way, and other encumbrances of every kind and nature whatsoever, including any arrangements or obligations to create any such encumbrance, whether arising by agreement, operation of law or otherwise. Environmental Claim: any actual notice alleging potential liability (including, without limitation,potential liability for investigatory costs,cleanup costs,response or remediation costs, natural resources damages, property damages, personal injuries, fines or penalties) arising out of, based on or resulting from (a) the presence, or release of any Materials of Environmental Concern at any location, operated by or under the control of the Merged Company, or(b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. Environmental Law: any and all Federal, state or local statutes,regulations and ordinances relating to the protection of public health, safety or the environment. ERISA: the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate: with respect to a party, any member(other than that party) of a controlled group of corporations, group of trades or businesses under common control or affiliated service group that includes that party (as defined for purposes of Section 414(b), (c) and (m) of the Code). FLSA: shall mean the Fair Labor Standards Act of 1938 (29 U.S.C. 201, et seq.) as amended. Fundamental Representations and Warranties: in the case of the Member those representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5, and 4.1 (a), (b) and (d); and in the case of Bowman and Bowman Sub those representations and warranties contained in Sections 5.1, 5.2, 6.1, and 6.2. GAAP: generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis. Governing Documents:with respect to any particular entity,(a)if a corporation,the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f)all equity-holders'agreements,voting agreements, voting trust agreements, joint venture agreements, registration rights - 6 - CAO 1 6 E 1 agreements or other agreements or documents relating to the organization,management or operation of any Person or relating to the rights,duties and obligations of the equity-holders of any Person; and(g)any amendment or supplement to any of the foregoing. Governmental Entity: any governmental or public body or authority of the Federal government of the United States,or of any state,municipality,or other political subdivision located therein. Indebtedness: shall mean: (a)the aggregate principal amount of, and accrued interest and prepayment penalties, premiums or breakage fees with respect to, all debt for borrowed money of Merged Company and all obligations of Merged Company evidenced by notes, debentures,bonds or similar instruments;(b)all obligations of Merged Company in respect of deferred purchase price for property or services, including capital leases, conditional sale agreements and other title retention agreements((but excluding current trade payables and compensation expenses incurred in the Ordinary Course of Business); (c) all obligations of Merged Company under conditional sale or other title retention agreements; (d)all obligations of Merged Company in respect of letters of credit,acceptances or similar obligations and any reimbursement agreements with respect thereto; (e) all obligations of Merged Company under interest rate cap agreements, interest rate swap agreements, foreign currency exchange contracts or other hedging contracts (including breakage costs with respect thereto); (f) all obligations of Merged Company in respect of capitalized leases; (g) all obligations of Merged Company in respect of transaction bonuses, change- in-control payments, severance rights, deferred compensation payments, withdrawal liability under multiemployer plans and similar obligations triggered by the Transaction contemplated herein; and(h) any guaranty by Merged Company of the obligations of any Person with respect to any obligations of the type described in clauses (a)through(g). Key Employees: shall mean the following employees of the Merged Company: Matthew DeFrancesco. Knowledge of the Member or Member's Knowledge: shall mean the current actual knowledge of the Member after having conducted a reasonable inquiry. Knowledge of Bowman: shall mean the current actual knowledge of Gary Bowman, Michael Bruen, Bruce Labovitz, Robert Hickey, and Timothy Vaughn after having conducted a reasonable inquiry. - 7 - ca 1 6E 1 Losses: shall mean all actions, lawsuits, proceedings, hearings, investigations, charges, complaints, Third Party Claims, demands, injunctions, judgments, Orders, liabilities, decrees, rulings, dues, obligations, Taxes, liens, assessments, levies, losses, lost profits, diminution in value, fines, penalties, damages, costs, fees and expenses, including reasonable and documented attorneys', accountants', investigators', and experts' fees and expenses incurred by any Indemnified Party in investigating or defending any of the foregoing or in connection with the enforcement of the Indemnified Party's rights under this Agreement or any agreement entered into in connection herewith, but excluding in each case indirect, special or consequential damages or punitive damages except to the extent awarded or finally determined in a third party claim. For purposes of determining the amount of Loss, the amount of any Loss shall first be reduced by any insurance proceeds received in respect thereof(in each case net of costs of recovery). Materials of Environmental Concern: petroleum and its by-products and any and all other substances or constituents to the extent that they are regulated by, or form the basis of liability under, any Environmental Law. Maximum Fundamental Indemnity Amount: shall mean the total amount of Merger Consideration paid or payable under this Agreement. Merged Company Material Adverse Effect: any materially adverse change in or effect on the financial condition, Business, operations, Merged Company assets, properties, results of operations or prospects of the Merged Company;provided, however, that none of the following shall be deemed,either alone or in combination,to constitute,and there shall not be taken into account in determining whether there has been a Merged Company Material Adverse Effect: any adverse effect arising from or attributable or relating to:(a)any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (b) any event, occurrence, development or state of circumstances disclosed in or incorporated by reference in the exhibits or schedules attached to this Agreement; (c) the taking of any action or failure to act contemplated by this Agreement or with the written consent of Bowman; (d)any conditions which abate or are cured by the Merged Company prior to Closing such that there no longer is a Merged Company Material Adverse Effect; or(e)epidemic outbreak(including COVID-19). Merged Company Transaction Expenses: means all fees, costs, expenses and obligations (including any attorneys', accountants', consultants', fmancial advisory, brokers', investment bankers', and fmder's fees)incurred by or otherwise approved by the Member, the Merged Company in connection with any of the following that remain unpaid as of the Closing Date: (i) the due diligence conducted by the Merged Company or the Member in connection with the transaction contemplated by this Agreement; (ii) the structuring, negotiation or consummation of the Transaction contemplated by this Agreement and the Transaction documents,including the preparation and review of this Agreement(including the disclosure schedules), and the Transaction documents; (iii) the preparation and submission of any filing or notice required to be made or given in connection with the - 8 - �RO 1 6 E 1 Transaction and obtaining any consent required to be obtained in connection with the Transaction; or (iv) Transaction bonuses, discretionary bonuses, change-of-control payments, severance payments,phantom equity payouts,"stay put"or other compensatory amounts payable to any employee, independent contractor, director or other service provider of the Merged Company as a result of the Merger (including the employer-paid portion of any employment or payroll Taxes that become payable in connection with payment thereof). Naples Lease: shall mean the lease between 2770 SHD7, LLC as Landlord and Merged Company as tenant for 2770 Horseshoe Drive S, Suite 7,Naples, Florida 34104. Order: any order, injunction,judgment, decree, ruling, assessment or arbitration award of any Governmental Entity or arbitrator. Ordinary Course of Business: an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action: is consistent in all material respects in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal,day-to-day operations of such Person;does not require authorization by the board of managers or members of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and is similar in all material respects in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person. Permitted Encumbrances: (a) Encumbrances on personal property leased under operating leases disclosed to Bowman, (b) Encumbrances for taxes not yet due and payable, and (c) such imperfections or minor defects of title, easements, rights-of-way and other similar restrictions (if any) as are insubstantial in character, amount or extent, do not materially detract from the value or interfere with the present or proposed use of the properties or assets of the party subject thereto or affected thereby,and do not otherwise adversely affect or impair the business or operations of such party. Person: an individual, a corporation, an association, a limited liability company, a partnership, a limited liability partnership, an estate, a trust, a Governmental Entity, and any other entity or organization. Prepaid Expenses: shall be a prepaid expense as defined by GAAP. Subsidiary (or Subsidiaries): means with respect to any Person (the "Owner"), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation's or other person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the - 9 - CA 1 6 E 1 happening of a contingency that has not occurred), are held by the Owner and/or one or more of its Subsidiaries. Taxes: means all taxes, levies and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, assessments or similar charges in the nature of a tax, including unemployment insurance payments and workers compensation premiums, together with any installments with respect thereto, and any interest,fines and penalties, imposed by any Governmental Entity (including federal, state, municipal and foreign Governmental Entities), and whether disputed or not. Tax Returns: means all returns,declarations,reports,statements and other documents filed or required to be filed in respect of Taxes, and the term Tax Return means any one of the foregoing Tax Returns. Third Party Claim: shall mean any claim against any Indemnified Party by a Person that is not a party to this Agreement. Trade Accounts Payable: shall mean amounts owed by the Merged Company to third-party vendors incurred in the Ordinary Course of Business,but obligations to subcontractors and subconsultants shall be included in Trade Accounts Payable only if (i) the associated invoice from the Merged Company to the Merged Company client has been issued on or before the Closing Date and is reflected in Accounts Receivable, and (ii)the subcontractor or subconsultant is on a"pay if paid"basis. For purposes of clarity Trade Accounts Payable shall not include Merged Company Transaction Expenses. Work in Process: shall mean the aggregate value of services performed and earned by the Merged Company for its clients through the Closing Date but in the Ordinary Course of Business is not yet invoiced to its clients nor reflected in Accounts Receivable, all as determined pursuant to the Accounting Principles. Working Capital: shall mean the dollar amount of Accounts Receivable less the dollar amount of Assumed Liabilities. Article 2 THE PLAN OF MERGER 2.1 The Merger. Subject to and upon the terms and conditions of this Agreement and the Articles of Merger, and on the basis of the representations,warranties, covenants, and agreements herein contained, at the closing of the Transaction contemplated by this Agreement(the "Closing") and conditioned upon all of the conditions precedent to Closing contained in Article 9 below being met or waived, the Merged Company will merge with and into Bowman Sub in accordance with the applicable provisions of Florida law. The Closing shall take place at the offices of Bowman in Reston, - 10 - (AO) 1 6 E 1 Virginia, or remotely by exchange of documents and signatures (or their electronic counterparts), on August 21,2024 (the "Closing Date"). If all of the conditions to the obligations of the parties to consummate the transactions contemplated hereby,including those contained in Article 7 below have not been satisfied by August 21, 2024,then Bowman and Merged Company shall each have the unilateral right to extend the Closing Date for ten (10) additional days through September 6, 2024, and Bowman, Bowman Sub, Merged Company and Member shall use reasonable and good faith efforts to timely satisfy such conditions. The Closing shall be effective as of 11:59 p.m. on the Closing Date. The Merger shall become effective once Articles of Merger have been filed by Bowman with the Florida Department of State on the Closing Date. On the Closing Date (i) the Merged Company will merge with and into Bowman Sub, which will be the Surviving Entity and the separate existence of the Merged Company will thereupon cease;(ii)the Governing Documents of Bowman Sub as of the Closing Date will remain the Governing Documents of the surviving entity; (iii) the board of manager and officers of the Merged Company immediately prior to the Closing Date will resign; and(iv)the Merger will, from and after the Closing Date, have all of the effects and consequences provided by applicable law. As a result of the Merger Bowman Sub will own all of the assets of the Merged Company's Business(the"Merged Company Assets"),subject only to the Assumed Liabilities and excluding the assets identified on Schedule 2.2(b). The Merged Company Assets shall include: (a) All contracts,contract rights,service agreements,employment relationships and business relationships related to the Business. (b) All past, present and prospective customers, customer lists, list of prospective customers, files and records and rights under contracts, goodwill (including all trade names, the Merged Company name, domain names and telephone numbers) and all other intangible assets (including advertising, trade secrets, trademarks, and copyrights) related to the Business. (c) All Accounts Receivable generated in connection with the Business through the Closing Date and all Work in Process through the Closing Date. (d) All technology used, licensed or created by the Merged Company in connection with the Business. (e) All fixed assets of Merged Company used in connection with the Businesses including without limitation computer hardware and software, computer systems, furniture, fixtures, vehicles, machinery,plant or other equipment, and survey equipment. (f) All supplies, and inventory. (g) All security deposits made by Merged Company and Client Prepayments included in Working Capital. All intangible assets and intellectual property of the Merged Company or otherwise related to any of the items in this Section 2.1, including documents, computer and digital files, records, information, and intellectual property rights (including rights to works made for hire by Merged Company employees and independent contractors), all trademarks, copyrights, goodwill (including any trade names, the name "Robau and Associates, - 11 - (CAO) 16E1 LLC","Robau and Associates"or similar names related to the Business and associated goodwill), the website address ("url") for www.robau-designs.com and any other url owned by the Merged Company, and all website content included therein or associated therewith, all technology used, licensed to or created by Merged Company or otherwise related to the Business, all lights to telephone and fax numbers, and to all Merged Company project history and all other intangible assets derived from or otherwise related to the Business or in any way related to any of the other items in this Section 2.1. (h) All documents,computer files,records and information related to the items specified in (a)through(g)above. 2.2 Pre-Closing Distributions by Member. Prior to Closing,Member may distribute from the Merged Company: (a) The Merged Company's cash on hand, cash equivalents, and marketable securities. (b) Personal assets and personal use vehicles of the Member as agreed upon by the Member and Bowman and set forth on Schedule 2.2(b). 2.3 Capital Structure of the Constituent Companies and Bowman. (a) Merged Company. The Merged Company is a Florida limited liability company. The Member is the sole owner and member of Merged Company. (b) Bowman Sub. Bowman Sub is a Florida limited liability company whose sole member and Manager is Bowman. (c) Bowman. Bowman is a Delaware corporation,the authorized capitalization of which consists of 30,000,000 authorized shares of common stock par value of$.01 per share, of which 16,597,220 shares are outstanding as of June 30, 2024, and 5,000,000 authorized shares of preferred stock par value of$.01 per share, of which -0- are issued and outstanding as of the date hereof. 2.4 Exchange of Stock and Merger Consideration. 2.4.1 Merger Consideration. Upon the Closing Date of the Merger, the membership interests of the Merged Company shall be cancelled and retired and converted into the right to receive the Merger Consideration set forth in the Article 2. The Merger Consideration to be issued and paid to the Member and shall include and consist of the Stock Consideration,the Cash Consideration,and the Promissory Note. 2.4.2 Bowman Stock Consideration. U on the Closing Date of the Mer er, Bowman shall issue to the Member - 12 - CAO 16E1 The Member shall execute the Lock-Up Agreement in the form attached hereto as Exhibit B, it being understood and agreed that issuance of shares of capital stock of Bowman under this Article 2 shall be conditioned u.on execution of the Lock-U. A weement b the Member. (b) Accounts Receivable Adjustment. During the one (1) year period beginning on the Closing Date Bowman will use commercially reasonable efforts to collect Accounts Receivable and shall provide to the Member a fmal report within sixty(60)days of such one-year period of the results of its collection activities and uarterl re orts within six 60 da s of the end of each calendar uarter. o lowing any adjustment pursuant to is Section 2.4.4 Bowman s a continue to use commercially reasonable efforts in accordance with its standard practice to collect any such uncollected Accounts Receivable, and any amounts thereafter collected shall be added, without interest, to the next payment due under - 13 - s 1 6 E 1 the Promissory Note. By agreeing to perform services and make efforts to collect Accounts Receivable neither Bowman nor Bowman Sub shall be deemed in any manner to guarantee the collection of Accounts Receivable and shall not be liable for any outside costs of collection such as collection agencies or legal fees. The adjustment set forth in this Section 2.4.4(b) shall be the first adjustment with respect to Accounts Receivable and the indemnification provisions of Section 7.2 shall not apply with respect to Accounts Receivable unless and until the adjustment set forth herein exceeds the then principal balance of the Promissory Note. 2.5 Additional Actions. If, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement or to vest,perfect or confirm in Bowman title to or ownership or possession of the Business Assets acquired pursuant to this Agreement, the Member, Bowman Sub and Bowman will in their name and in the name of their respective corporations or otherwise take, and will take, all such lawful and necessary action, so long as such action is consistent with this Agreement. The Member shall have reasonable access to the documents, files and records referred to in Section 2.1 above for purposes of litigation, responding to claims, and similar needs. 2.6 Closing Date Balance Sheet; Closing Date Income Sheet. Within the later to occur of(i) thirty (30) days after the Closing Date or (ii) the last day of the calendar quarter during which the Closing Date occurs, the Member shall deliver to Bowman the Merged Company's general ledger and such other accounting information reasonably requested by Bowman to produce a Closing Date Balance Sheet and Closing Date Income Statement in accordance with GAAP. The general ledger and other accounting information shall be current as of the Closing Date, and if prior to the Closing Date the Merged Company's financial records did not comply with GAAP, such general ledger and other accounting information shall be prepared and delivered in accordance with the Accounting Principles. Within ninety (90) days after receipt of all such information Bowman shall prepare and deliver to the Member a Closing Date Balance Sheet reflecting assets and liabilities on the Closing Date (including all amounts necessary to compute Working Capital hereunder) and a Closing Date Income Statement reflecting actual financial performance during the period from January 1, 2024 through the Closing Date. The Closing Date Balance Sheet shall include a schedule listing by client, project, vendor, and dollar amount the Work in Process, Backlog, Accounts Receivable, and Assumed Liabilities on the Closing Date. Within ten(10)Business Days after the receipt of such Closing Date Balance Sheet, the Member will propose to Bowman any changes to such Closing Date Balance Sheet and its schedule(s)(and in the event no such changes are proposed in writing to Bowman within such time period, Member will be deemed to have agreed to, and accepted, the Closing Date Balance Sheet and its schedule(s)). The Member and Bowman will endeavor in good faith to resolve any differences with respect to the Closing Date Balance Sheet and its schedule(s) within ten (10) Business Days after Bowman's receipt of written notice of objection from the Member, unless extended by mutual agreement of Bowman and the Member. If the Member and Bowman are unable to timely resolve differences with respect to the Closing Date Balance Sheet and/or any amount related thereto then either Bowman or the Member may invoke the Disputed Accounting Matter provisions in Section 11.8 below with respect to such determination. - 14 - GAo 1 6 E 1 Article 3 REPRESENTATIONS AND WARRANTIES OF THE MEMBER The Member hereby makes the following representations and warranties to Bowman and Bowman Sub: 3.1 Capacity; Power and Authority. The Member has the full power and authority, to execute and perform this Agreement and all the other Transaction documents to be executed or delivered by the Member in connection with the Transaction contemplated by this Agreement, including without limitation the Non-Solicitation, Non-Competition and Non-Disclosure Agreement.No other proceedings are necessary on the part of Member to authorize the execution, delivery and performance of this Agreement and the other Transaction documents by the Member and the consummation by the Member of the Transaction contemplated herein and therein. 3.2 Enforceability. This Agreement has been duly authorized, executed and delivered by the Member and constitutes a legal,valid and binding agreement of the Member,enforceable against the Member in accordance with its terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization,insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. At the Closing, the Transaction documents to be executed and delivered by the Member will be duly executed and delivered by the Member and will constitute valid and binding obligations of the Member, enforceable in accordance with their terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. 3.3 Consents; Non-contravention. Member does not need to give any notice to, make any filing with, or obtain any authorization, consent, order or approval of any Person in connection with the Member execution and delivery of this Agreement and the other Transaction documents or the consummation of the Transaction contemplated herein and therein. Neither the execution, delivery and performance of this Agreement and the other Transaction documents, nor the consummation of the transactions contemplated herein and therein: (a)will conflict with,result in a breach of,or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any unsatisfied material contract to which either of the Member is a party, subject or otherwise bound; (b) will, to the Knowledge of the Member, violate any law or order to which Member or any of Member's assets or businesses is subject or otherwise bound; or(c)will,to the Knowledge of the Member, result in the creation or imposition of any Encumbrance upon any of the assets or businesses of a Member. - 15 - S 1 6 E 1 3.4 No Acquisitions. Except for this Agreement, no Member is a party to or bound by any agreement, undertaking or commitment with respect to any purchase, sale, share exchange, merger, reorganization, consolidation or similar transaction involving the Merged Company Membership Interests. 3.5 Title to Merged Company Membership Interests; Capitalization. No Person other than the Member owns or possesses any equity securities or rights to acquire equity securities of the Merged Company, or any equity appreciation rights, phantom equity interest., or similar equity based-rights with respect to the Merged Company. The Member does not have any agreements or understandings with respect to the sale or issuance of any equity securities of the Merged Company. The Member holds of record and owns beneficially all of the issued and outstanding equity interests of the Merged Company. 3.6 Litigation. There is no litigation, arbitration, action, suit, judgment, order, injunction, proceeding or investigation pending or, to the Knowledge of Member, threatened against the Member with respect to the Transaction contemplated by this Agreement or which would reasonably be excepted to have a material impact on the ability of the Member to consummate the Transaction contemplated by this Agreement. 3.7 Investment Representations and Warranties. (a) The Bowman Stock Consideration is being obtained by the Member for his own respective account for investment purposes, and not with a view toward or for offer or resale in connection with any distribution thereof, or with any present intention of offering, distributing, or selling. The Member acknowledges that the Bowman Stock Consideration has not been registered under the securities laws of any jurisdiction, including the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or any state securities laws,and agrees that the Bowman Stock Consideration may not be sold,transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless the Bowman Stock Consideration is registered under any such laws or unless an exemption from such registration is available under such laws. (b) The Member(either alone or together with their advisor) (i)has had access to and continues to have access to information from Bowman concerning Bowman and the Member's investment, (ii) has had the opportunity to discuss the business of Bowman with the management of Bowman, including the opportunity to ask questions of and receive answers from Bowman and(ii)has had the opportunity to obtain any and all additional information necessary to verify the accuracy of information that the Member deems relevant to make an informed investment decision as to the acquisition of the Bowman Stock Consideration. (c) The Member (either alone or together with their advisor) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Bowman Stock Consideration and is capable of bearing - 16 - CAC 1 6E 1 the economic risks of such investment. The Member is an Accredited Investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. (d) The Member agrees that the Bowman Stock Consideration shall bear the following restrictive legend: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGIS I BRED UNDER THE SECURITIES ACT OF 1933,AS AMENDED(THE "SECURITIES ACT'), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED,SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,UNLESS BOWMAN HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH APPLICABLE LAWS." Article 4 REPRESENTATIONS AND WARRANTIES OF THE MEMBER WITH RESPECT To THE MERGED COMPANY The Member hereby makes the following representations and warranties to Bowman and Bowman Sub with respect to the Merged Company: 4.1 Organization,Authority for Agreement; Enforceability. (a) The Merged Company is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Florida, with the requisite power to own, operate and lease its properties and to carry on the Business as now being conducted. On the Closing Date the Merged Company shall have no subsidiaries.The Merged Company has qualified as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business or the nature or location of its assets require such qualification. (b) The Merged Company is duly licensed in each jurisdiction in which it conducts business and in which it is required to be licensed. During the past three calendar years and during the current year, the Member has not received any correspondence from any Governmental Entity having jurisdiction over the Merged Company which, after any applicable cure period or reasonable period of time to address, could reasonably be expected to lead to a Merged Company Material Adverse Effect. For clarity, "correspondence from any Governmental Entity,"as used in the preceding sentence,does not refer to correspondences from a Governmental Entity if written in their capacity as a client of the Merged Company. - 17 - c—. 0 1 6E 1 (c) The Merged Company has the requisite power and authority to enter into this Agreement and to consummate the Transaction contemplated hereby to the extent of its obligations hereunder. This Agreement has been approved by the Merged Company's board of managers and Member as required by the Merged Company's Governing Documents and applicable law, and the Person executing this document on behalf of the Merged Company has been validly authorized to do so. This Agreement will not violate any provision of the Merged Company's Governing Documents. (d) This Agreement has been duly authorized, executed and delivered by the Merged Company and constitutes a legal, valid and binding agreement of the Merged Company, enforceable against the Member in accordance with its terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. At the Closing,the Transaction documents to be executed and delivered by the Merged Company will be duly executed and delivered by the Merged Company and will constitute valid and binding obligations of the Merged Company, enforceable in accordance with their terms, except to the extent enforcement may be affected by laws relating to bankruptcy,reorganization,insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies. 4.2 Compliance with Governing Documents and Applicable Law. The Merged Company has all requisite licenses, permits and certificates from all Governmental Entities(collectively,"Permits")necessary to conduct the Business as currently conducted, and to own, lease and operate its properties in the manner currently held and operated. All of the Merged Company's Permits are in full force and effect. All personnel of the Merged Company who are required to be licensed are duly licensed by the appropriate Governmental Entity. 4.3 Litigation and Investigations. 4.3.1 Except as set forth on Schedule 4.3 there is (a) no investigation by any Governmental Entity with respect to the Merged Company pending or, to the Knowledge of the Member, threatened, nor has any Governmental Entity indicated to the Merged Company an intention to conduct the same; (b)there is no claim, action, suit, arbitration or proceeding pending or,to the Knowledge of the Member,threatened against or involving the Merged Company,or any of its respective assets or properties, at law or in equity,that, if adversely determined,would have a Merged Company Material Adverse Effect or would prevent or materially delay the consummation of the transactions contemplated hereby; and (c) there are no judgments, decrees, injunctions or Orders of any Governmental Entity or arbitrator outstanding against the Merged Company. 4.3.2 Merged Company has not received any notice alleging a breach by Merged Company of any Client Contract which anticipates provision of services after the Closing Date or a claim of back-charge or similar offset with respect to any such Client Contract. - 18 - Cq0 16E1 4.3.2 There is no bankruptcy proceeding currently filed with the Merged Company as debtor or debtor in possession, and to the Knowledge of the Member none is contemplated or threatened. With respect to any matter described on Schedule 4.3, the Merged Company has given proper and timely notice to its applicable insurance carrier(s) and such carrier(s) have not denied coverage or issued a reservation of rights letter except as set forth on Schedule 4.3. 4.3.4 Notwithstanding that a matter is listed on Schedule 4.3, the Member warrants and represents that neither Bowman Sub, nor Bowman shall have any liability with respect to such matter after the Closing Date, and should either Bowman or Merged Company sustain a Loss with respect to such matter the Bowman Indemnified Parties shall be entitled to indemnification hereunder. 4.4 No Broker's or Finder's Fees. The Merged Company is not obligated to pay any fee or commission to any broker,finder,financial advisor or intermediary in connection with the transactions contemplated by this Agreement which is, or could become, an obligation of Bowman Sub or Bowman. 4.5 Condition. To the Knowledge of the Member all material facilities, equipment and personal property owned by the Merged Company and regularly used in the Business are in good operating condition and repair, ordinary wear and tear excepted. 4.6 Financial Statements and Backlog. 4.6.1 The Merged Company has previously furnished Bowman with accurate and complete copies of: the balance sheet and income statement of the Merged Company as of (i) December 31, 2019, (ii) December 31, 2020, (iii) December 31, 2021, (iv) December 31, 2022, and (v) December 31, 2023 and year to date through July 31, 2024 (collectively the "Merged Company Financial Statements"). The Merged Company Financial Statements (including any related notes) fairly present in all material respects the financial position and operations of the Merged Company as of the dates thereof, and (ii) each of the Merged Company Financial Statements (including any related notes) are prepared in accordance with the Accounting Principles. Except as set forth on Schedule 4.6.1,the Merged Company has no Indebtedness other than that which is fully reflected or provided for as a liability on, or disclosed in the notes to, the balance sheets included in the Merged Company Financial Statements. The Merged Company Indebtedness at Closing shall consist only of the Assumed Liabilities. After the Closing Date neither the Merged Company, Bowman Sub, nor Bowman shall be liable for any of the following obligations (the "Excluded Obligations): (a) Obligations of the Merged Company for Taxes of any type; or for or with respect to any ERISA or Merged Company Plans for any period up to and including the Closing Date, and specifically including any Taxes resulting from the Transaction. - 19 - - - 1 6 E 1 (b) Obligations of the Merged Company for any Merged Company Transaction Expenses. (c) Obligations of the Merged Company relating to employees or former employees of the Merged Company for any reason, except for Accrued Assumed Payroll and Accrued Assumed PTO set forth on Schedule 4.6.1(c). (d) Obligations of the Merged Company for any claims, investigations, lawsuits or violations of law for any period ending on or before the Closing Date. (e) Obligations to clients for any actions or failures to act, errors, omissions, negligence or willful misconduct by the Merged Company, or any Merged Company employee or agent for any period ending on or before the Closing Date. (f) Obligations secured by one or more Pre-Closing Distributions by Member set forth on Schedule 2.2(b). (g) Obligations to employees of Merged Company for bonuses or other incentive compensation for any period prior to the Closing Date, including without limitation 2023 or any partial period of 2024. (h) Any other Indebtedness of the Merged Company that is not an Assumed Liability. 4.6.2 Attached hereto as Schedule 4.6.2 is a listing of the Merged Company's Backlog by client,project,and projected dollar value of services to be performed as of August 18, 2024. The Member represents and warrants that to the Knowledge of the Member such Backlog is expected to be performed and invoiced in the Ordinary Course of Business, except as otherwise set forth on Schedule 4.6.2, or except as may be modified by the respective client in accordance with the applicable Client Contract after the Closing Date. 4.7 No Encumbrances. Except as set forth on Schedule 4.7, on the Closing Date,the Merged Company assets shall not be subject to any Encumbrances other than the Permitted Encumbrances. 4.8 Tax Matters. 4.8.1 The Merged Company have timely filed,or will prepare and file,all federal, state, local and foreign income, information and other Tax Returns that were required to be filed by it on or prior to the Closing Date.No material issues have been raised by or, to the Member's Knowledge, are currently pending with any Governmental Authority with respect to any such Tax. No extension of time to file any such Tax Return has been requested from or granted by any Governmental Entity. 4.8.2 The Merged Company has timely paid all Taxes imposed upon the Merged Company or for which the Merged Company is liable, whether to Governmental Entities or other - 20 - CAO 1 6 E 1 Persons(such as, for example,under tax allocation agreements),with respect to all taxable periods or portions of periods ending on or before the Closing Date, taking extensions into account, other than Taxes that are not yet due and payable and Taxes that are being contested in good faith by the Merged Company. The unpaid Taxes of the Merged Company that are not yet due and payable do not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the Closing Date Balance Sheet, as adjusted for the passage of time through the Closing Date, in accordance with the past practices of the Merged Company. 4.8.3 The Merged Company has not been the subject of any tax audit or tax investigation by any Governmental Entity with respect to any taxable periods or portions of periods ending on or before the Closing Date.No claim has ever been made by any Governmental Entity in a jurisdiction where the Merged Company does not file Tax Returns that the Merged Company is or may be subject to taxation by that jurisdiction, and the Merged Company is not subject to taxation in any jurisdiction other than the jurisdictions in which the Merged Company has been operating. 4.8.4 All Taxes required to be withheld by or on behalf of the Merged Company in connection with amounts paid or owing to any employee, independent contractor, creditor or other Person have been properly withheld, and all such Taxes either have been duly and timely paid to the proper Governmental Entities, in circumstances where such Taxes have not yet become due and payable,have been set aside in segregated accounts to be paid to the proper Governmental Entity, and the Merged Company has maintained complete, correct and up-to-date records that comply with all applicable Tax Laws with respect to such withholdings. 4.8.5 The Merged Company is not a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or any similar arrangement for the sharing of Tax liabilities or benefits. The Merged Company is not liable to pay, reimburse or indemnify any Person (including a tax authority) in respect of the Tax liability of another Person, whether or not as a consequence of such third person failing to discharge such liability. 4.8.6 The Merged Company has not agreed to make, nor is it required to make , any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise. 4.9 Employee Benefit Plans. 4.9.1 List of Plans.The Merged Company maintains and will retain a correct and complete list of any and all pension, profit sharing, retirement, deferred compensation, welfare, legal services, medical, dental or other employee benefit or health insurance plans, life insurance or other death benefit plans, disability, stock option, stock purchase, stock compensation, bonus, vacation pay, severance pay and other similar plans, programs or agreements, and every material written personnel policy, relating to any persons employed by the Merged Company or in which any person employed by the Merged Company is eligible to participate and which is currently maintained or that was maintained at any time in the last five calendar years by the Merged Company or any ERISA Affiliate (collectively,the"Merged Company Plans").A Schedule of the -21 - CAO 1 6E 1 ' Merged Company Plans, if any, maintained by the Merged Company on the date hereof and the five (5)years prior hereto is attached hereto as Schedule 4.9. 4.9.2 ERISA. The Merged Company Plans, if any, are in compliance in all material respects with ERISA. Neither the Merged Company nor any ERISA Affiliate of the Merged Company, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Merged Company Plans, has engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject the Merged Company or its Affiliates, directors or employees or the Merged Company Plans or the trusts relating thereto or any party dealing with any of the Merged Company Plans or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. 4.9.3 Plan Determinations. The form of each Merged Company Plan intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of the Code; and,to the Knowledge of the Member,nothing has occurred since the date of any such determination which might cause the loss of such qualification or exemption. With respect to each Merged Company Plan which is a qualified profit sharing plan, all employer contributions accrued prior to the Closing under the Merged Company Plan terms and applicable law have been made. 4.9.4 Funding. Except as set forth on Schedule 4.9: (a) all contributions,premiums or other payments due or required to be made to the Merged Company Plans, if any, as of the date hereof have been made as of the date hereof and will be made as of the Closing Date; (b) there are no actions, liens, suits or claims (other than routine claims for benefits)pending or,to the Knowledge of the Member,threatened with respect to any Merged Company Plan; (c) to the Knowledge of the Member each Merged Company Plan that is a"group health plan" (as defined in Section 607(1) of ERISA), if any, has been operated at all times in substantial compliance with the provisions of COBRA and any applicable, similar state law; and (d) with respect to any Merged Company Plan that is qualified under Section 401(k) of the Code, individually and in the aggregate, no event has occurred, and to the Knowledge of the Member, there exists no condition or set of circumstances in connection with which the Merged Company could be subject to any liability (except liability for benefits claims and funding obligations payable in the Ordinary Course of Business) that is reasonably likely to have a Merged Company Material Adverse Effect under ERISA,the Code or any other applicable law. - 22 - 16E1 (e) Notwithstanding that a matter is listed on any Schedule 4.9 the Merged Company and Member warrant and represent that Bowman or Bowman Sub shall not have any liability to any party with respect to such matter or plan. 4.10 Employment-Related Matters; Compliance with Laws. 4.10.1 The Merged Company has heretofore delivered to Bowman a list (the "Employee List")dated as of August 1,2024 containing the name of each employee of the Merged Company and each such employee's position, starting employment date, annual salary or hourly rate, and whether the Merged Company deems such Employee an Exempt Employee or a Non- Exempt Employee.The Employee List is correct and complete as of the date of the Employee List. The Merged Company is not a party to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of any of the employees of the Merged Company. The Merged Company has properly classified its employees as exempt or non- exempt under the FLSA and has complied with minimum wage, overtime pay, recordkeeping, youth employment and requirements of the FLSA. All salaries, wages, vacation pay, bonuses, commissions and other compensation due from the Merged Company to the employees of the Merged Company before the most recent Merged Company payroll date before the Closing Date have been paid. 4.10.2 Except for those matters set forth on Schedule 4.10.2, and those for matters which, individually or in the aggregate, would not have a Merged Company Material Adverse Effect, there are no present actions or activities, or actions or activities by the Merged Company, or any circumstances,conditions,events or incidents,with respect to its employment of any person that could reasonably form the basis of any employment related claim against the Merged Company. The Merged Company funds its payroll not less frequently than bi-monthly. No third party has asserted any claim, or, to the Knowledge of the Member, has any reasonable basis to assert any valid claim, against the Merged Company that either the continued employment by, or association with, the Merged Company of any of the present officers or employees of, or consultants to, the Merged Company contravenes any agreements or laws applicable to unfair competition,trade secrets or proprietary information. 4.11 Environmental Compliance. 4.11.1 Environmental Laws. Except for matters which, individually or in the aggregate,would not have a Merged Company Material Adverse Effect, (a)the Merged Company is in compliance with all applicable Environmental Laws in effect on the date hereof; (b) the Merged Company has not received any written communication that alleges that the Merged Company is not in compliance in all material respects with all applicable Environmental Laws in effect on the date hereof; (c)to the Knowledge of the Member,there are no existing circumstances that may prevent or interfere with the Merged Company's compliance in the future with all currently applicable Environmental Laws; (d) all material Permits and other governmental authorizations currently held by the Merged Company pursuant to the Environmental Laws are in full force and effect,to the Knowledge of the Member the Merged Company is in compliance with all of the terms of such Permits and authorizations, and no other Permits or authorizations are required by the Merged Company for the conduct of the Business on the date hereof; and (e) the - 23 - CAO 1 6 E 1 management, handling, storage, transportation, treatment, and disposal by the Merged Company of all Materials of Environmental Concern has been in compliance with all applicable Environmental Laws. 4.11.2 Environmental Claims. There is no Environmental Claim pending or,to the Knowledge of the Member, threatened against or involving the Merged Company or against any person or entity whose liability for any Environmental Claim the Merged Company has or may have retained or assumed either contractually or by operation of law. 4.11.3 No Basis for Claims. Except for matters which, individually or in the aggregate,would not have a Merged Company Material Adverse Effect there are no past or present actions or activities by the Merged Company, or to the Knowledge of the Member, any existing circumstances,conditions, events or incidents, including the storage,treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern, whether or not by the Merged Company, that could reasonably form the basis of any Environmental Claim against the Merged Company or against any person or entity whose liability for any Environmental Claim the Merged Company may have retained or assumed either contractually or by operation of law, including, without limitation,the storage, treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern or any other contamination or other hazardous condition, related to the premises at any time occupied by the Merged Company. 4.12 Leases and Compliance with Laws. 4.12.1 Office Lease. Schedule 4.12.1 sets forth as of the date hereof each lease of real property to which the Merged Company is a party, by location, start date, end date of term(not including any unexercised extensions) and current monthly rent (including all taxes, insurance, maintenance and similar fees related thereto). The Merged Company has provided Bowman with true, accurate and complete copies of the Office Lease and any operating or capital leases related to the Business, and the Merged Company's obligations under such leases shall be fully paid up to the Closing Date. The Office Lease is in full force and effect and are binding and enforceable against each of the parties thereto in accordance with its respective terms. Except as set forth on Schedule 4.12.1, neither the Merged Company nor, to the Knowledge of the Member, any other party to an Office Lease, has committed a material breach or default under any Office Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default, nor, to the Knowledge of the Member, are there any facts or circumstances that would reasonably indicate that the Merged Company is likely to be in material breach or default thereunder.All leasehold improvements and fixtures,or parts thereof,used by the Merged Company in the conduct of its business are in good operating condition and repair,ordinary wear and tear excepted, and are insured with coverage that is usual and customary for similar properties and similar businesses or are required, pursuant to the terms of the Office Lease, to be insured by third parties. Other than pursuant to the Office Lease the Merged Company is not the lessee under any leases of real property, and is not the owner of any real property. 4.12.2 Compliance with Laws.Except as set forth on Schedule 4.12.2 and excepting out the professional services provided by the Merged Company,the Merged Company and each of - 24 - CAO 1 6 E 1 its properties and assets that it owns, and to Member's Knowledge it properties and assets that it leases, are and have at all times since January 1, 2019 been in compliance in all material respects with all applicable federal, state, local and foreign laws,rules,regulations,policies,rulings,zoning or other classifications, interpretations, guidelines, circulars,judgments, Orders, decrees or other directives of any kind of any Governmental Authority, agency or instrumentality and are not currently and have not since January 1, 2019 been charged with, received any notice of or, to the Member's Knowledge,been under or threatened with any investigation or audit with respect to,any alleged default under, violation of or nonconformity with any laws. 4.13 Agreements, Contracts and Commitments. 4.13.1 Merged Company Agreements. Merged Company has supplied Bowman with true and complete copies of, or provided access to, all contracts and urchase orders for an of the Mer ed Com an 's on oin rofessional services rojects and as of the Closing Date such ongoing projects have not been "pre-billed" in any material amount, and to the Knowledge of Member, the amount of remaining contracted fee to be invoiced bears the same proportion to the total original contracted fee as the amount of services remaining to complete each project bears to the total originally contracted services. Except as set forth on Schedule 4.13.1 to the Knowled e of Member no client with a .rofessional services contract will terminate such contract as a result of the Transaction. The Merged Company has provided to Bowman prior to Closing true and accurate copies of, or access to, the following agreements to which the Merged Company is a party, if applicable: (a) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement, where there remains after the date hereof obligations to be performed by the Merged Company; (b) any employment agreement with any present or former employee, officer,member or consultant where there remains after the date hereof obligations to be performed by the Merged Company; (c) any agreement for personal services or employment with the Merged Company with a term of service or employment specified in the agreement or any agreement for personal services which extends beyond the Closing Date; (d) any agreement of guarantee or indemnification given by the Merged Company in an amount that is material to the Merged Company taken as a whole, where there remains after the date hereof obligations to be performed by the Merged Company; (e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Merged Company to compete with any Person in any geographic area or to engage in any line of business that continues during any time after the Closing; - 25 - CqQ 1 6 E 1 (f) any lease other than the Office Leases or o eratin leases related to the Business under which the Mer:ed Com.an is lessee that involves, or is material to the conduct of the Business of the Merged Company, and where there remains after the date hereof obligations to be performed by the Merged Company; (g) any joint venture, teaming or profit-sharing agreement, where there remains after the date hereof obligations to be performed by the Merged Company; (h) any non-disclosure agreement, confidentiality agreement or similar agreement (redacted if necessary to comply with the terms of such agreement) executed in connection with any proposed or potential sale of assets, sale of stock, merger, or similar transaction which agreement does or may impose obligations or restrictions upon Merged Company, and which continue after the Closing, if such proposed transaction did not occur; (i) any loan or credit agreements providing for the extension of credit to the Merged Company or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by wa of direct loan sale of debt securities surchase mone obli:ation conditional sale, :uarantee, or where there remains after the date hereof obligations to be performed by the Merged Company; and (j) any agreement not described above that was not made in the Ordinary Course of Business and that is material to the financial condition, business, operations, assets, results of operations or prospects of the Merged Company, and where there remains after the date hereof obligations to be performed by the Merged Company. 4.13.2 Validity. As of the date hereof and as of the Closing Date, all contracts, leases, instruments, licenses and other agreements required to be provided to Bowman pursuant to Section 4.13.1 above are valid and in full force and effect, the Merged Company has not, nor, to the Knowledge of the Member,has any other party thereto,breached any provision of,or defaulted under the terms of any such contract, lease, instrument, license or other agreement, except for any breaches or defaults that, in the aggregate, would not be expected to have a Merged Company Material Adverse Effect or have been cured or waived, and, as of the date hereof, the Merged Company has not received any"notice to cure"or a similar notice from any Governmental Entity requesting performance under any contract, instrument or other agreement between the Merged Company and such Governmental Entity. Schedule 4.13.2 further identifies any contracts which require third party consent in order to transfer such contracts to Bowman. 4.13.3 Standard of Care. To the Knowledge of the Member the Merged Company has performed its professional services in accordance with the standard of care identified in the applicable Merged Company professional services agreement, or if no standard of care is so identified in the professional services agreement, in accordance with the ordinary and reasonable -26 - CqC 1 6E 1 care usually exercised by one in the same profession, on the same type of project, at the same time and place, under similar circumstances and conditions. 4.13.4 Advance Billed Amount. On the Closing Date there shall be no Advance Billed Amount with respect to any then current contract with a client. 4.14 Intellectual Property, Commercial Software and Cyber Security. 4.14.1 The term "Intellectual Property Assets" means all intellectual property owned or licensed(as licensor or licensee)by Merged Company in which Merged Company has a proprietary interest,including:(a)Merged Company's name,all assumed fictional business names, trade names,registered and unregistered trademarks, service marks and applications (collectively, "Marks"); (b)all patents,patent applications and inventions and discoveries that may be patentable (collectively, "Patents"); (c) all registered and unregistered copyrights in both published works and unpublished works (collectively, "Copyrights"); (d) all know-how, trade secrets, confidential or proprietary information, customer lists, Software, technical information, data, process technology, plans, drawings and blue prints (collectively, "Trade Secrets"); and (e) all rights in internet web sites and internet domain names presently used by Merged Company (collectively "Domain Names"). The Merged Company is the owner or licensee of all right,title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets, other than in respect of Commercial Software licenses listed in Schedule 4.14. 4.14.2 Schedule 4.14 sets forth as of the date hereof all Commercial Software. The Commercial Software has been acquired and used by the Merged Company on the basis of and in accordance with a valid license from the manufacturer or the dealer authorized to distribute such Commercial Software, free and clear of any claims or rights of any third parties. As of the date hereof the Merged Company is not in material breach of any of the terms and conditions of any such license and has not been infringing upon any rights of any third parties in connection with its acquisition or use of the Commercial Software, and the Merged Company has fully paid licenses and renewals to all Commercial Software that resides on Merged Company owned Computer Hardware. 4.14.3 There have been no actions threatened or commenced by any third persons regarding the Merged Company's treatment of personal information. There have not been any security breaches of any personal information or client information in the possession of the Merged Company. The Merged Company has supplied Bowman with copies of reports for all vulnerability assessments, penetration testing, vendor audits (together with any remedial measures taken, incident response plans, and incident reports for the period beginning January 1,2019,through the Closing Date. 4.14.4 The Merged Company is in compliance with all cybersecurity and data privacy provisions with respect to all of its contracts with its clients and applicable law. Attached hereto as Schedule 4.14.4 is a list of all cybersecurity incidents with respect to the Merged - 27 - CAO 16E1 Company that since January 1, 2019 have been reported to an insurance carrier, a client, a law enforcement agency or a state attorney general. 4.15 Insurance Contracts. Schedule 4.15 hereto lists all contracts of insurance and indemnity in force at the date hereof with respect to the Merged Company (the "Merged Company Insurance Contracts").As of the Closing Date, all of the Merged Company Insurance Contracts are in full force and effect, with no default thereunder by the Merged Company which could permit the insurer to deny payment of claims thereunder. The Merged Company has not received or given a notice of cancellation with respect to any of the Merged Company Insurance Contracts. 4.16 Banking. No misrepresentation or omission of a material fact was made by Merged Company or the Member in connection with the application, administration or repayment of any Paycheck Protection Program loan. Schedule 4.16 hereto shows the names and locations of all banks and trust companies in which the Merged Company has accounts or safety deposit boxes and, with respect to each account or safety deposit box, the names of all persons authorized to draw thereon or to have access thereto. 4.17 Distributions. Since January 1, 2023, and except as expressly permitted by Section 2.2 hereof, the Merged Company has not distributed any of the following of its assets other than in the Ordinary Course of Business: (a) Contracts, contract rights, service agreements, employment relationships and business relationships related to the Business. (b) Lists of past, present and prospective customers, lists of prospective customers, files and records and rights under contracts, goodwill (including all trade names, the Merged Company name, domain names and telephone numbers) and all other intangible assets (including advertising, trade secrets,trademarks, and copyrights)related to the Business. (c) Accounts Receivable or Work in Process generated in connection with the Business. (d) Any technology used, licensed or created by the Merged Company in connection with the Business. (e) Any fixed assets of Merged Company used in connection with the Businesses including without limitation computer hardware and software, computer systems, furniture, fixtures,vehicles, machinery,plant or other equipment, and survey equipment. (f) Any supplies, and inventory. - 28 - 040 1 6 E 1 (g) Any security deposits or prepayments made by Merged Company. (h) Any intangible assets and intellectual property of the Merged Company or . otherwise related to any of the items in this Section 2.1, including documents,computer and digital files,records, information,and intellectual property rights(including rights to works made for hire by Merged Company employees and independent contractors), all trademarks, copyrights, goodwill (including any trade names,the name "Robau and Associates", or similar names related to the Business and associated goodwill),the website address ("url")for www.robau-designs.com and any other url owned by the Merged Company, and all website content included therein or associated therewith, all technology used, licensed to or created by Merged Company or otherwise related to the Business,all rights to telephone and fax numbers,and to all Merged Company project history and all other intangible assets derived from or otherwise related to the Business or in any way related to any of the other items in this Section 4.17. (i) Any documents, computer files, records and information related to the items specified in (a)through (h) above 4.18 Disclosure and Independent Investigation. No representation or warranty of the Member in this Agreement and contains or will contain any untrue statement of a material fact, or omit a material fact necessary to make a statement in this Agreement not misleading. The Member represents and warrants that he has made his own independent investigation and analysis to his satisfaction regarding Bowman and Bowman Sub. 4.19 Payment of Accrued Retained Payroll and Accrued Retained PTO. At or prior to Closing the Merged Company shall pay to its employees all Accrued Retained Payroll and Accrued Retained PTO. Article 5 REPRESENTATIONS AND WARRANTIES OF BOWMAN WITH RESPECT To BOWMAN SUB Bowman Sub makes the following representations and warranties to the Member: 5.1 Status of Bowman Sub. Bowman Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida,with the requisite corporate power to own,operate and lease its properties and to carry on its business as now being conducted. Bowman Sub is treated as a corporation for federal tax purposes. 5.2 Authority for Agreement. Bowman Sub has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby to the extent of its obligations hereunder. The Managers and officers of Bowman Sub executing this document are validly authorized to do so. - 29 - 16E 1 5.3 Litigation and Investigations. Except as set forth on Schedule 5.3 there is (a) no investigation by any Governmental Entity with respect to Bowman Sub pending or, to the Knowledge of Bowman, threatened, nor has any Governmental Entity indicated to Bowman Sub an intention to conduct the same; (b) there is no claim,action, suit, arbitration or proceeding pending or,to the Knowledge of Bowman,threatened against or involving Bowman Sub, or any of its assets or properties, at law or in equity, that, if adversely determined, would have a Bowman Material Adverse Effect or would prevent or materially delay the consummation of the Transaction contemplated hereby; and (c) there are no judgments, decrees, injunctions or orders of any Governmental Entity or arbitrator outstanding against Bowman Sub. There is no bankruptcy proceeding currently filed with Bowman Sub as debtor or debtor in possession, and to the Knowledge of Bowman none is contemplated or threatened. 5.4 No Broker's or Finder's Fees. Bowman Sub has not become obligated to pay any fee or commission to any broker, finder, financial advisor or intermediary in connection with the transactions contemplated by this Agreement which is or could become an obligation of the Member. 5.5 Tax Returns. Bowman Sub has prepared and filed on a timely basis with all appropriate Governmental Entities all returns in respect of Taxes that it is required to file on or prior to the Closing taking extensions into account, and has paid in full all Taxes due on or before Closing. 5.6 Disclosure and Independent Investigation. No representation or warranty of Bowman Sub in this Agreement and contains or will contain any untrue statement of a material fact, or omit a material fact necessary to make a statement in this Agreement not misleading. Bowman Sub represents and warrants that it has made its own independent investigation and analysis regarding the Merged Company. Bowman Sub has conducted its investigation to its satisfaction. Article 6 REPRESENTATIONS AND WARRANTIES OF BOWMAN Bowman makes the following representations and warranties to the Member: 6.1 Status of Bowman. Bowman is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware,with the requisite corporate power to own,operate and lease its properties and to carry on its business as now being conducted. Bowman is registered, licensed, qualified as a foreign entity or otherwise qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify would have a Bowman Material Adverse Effect. - 30 - OC4- 1 6 E 1 6.2 Authority for Agreement. Bowman has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby to the extent of its obligations hereunder. The officers of Bowman executing this document are validly authorized to do so. 6.3 Litigation and Investigations. Except as set forth on Schedule 6.3 there is (a) no investigation by any Governmental Entity with respect to Bowman pending or, to the Knowledge of Bowman, threatened, nor has any Governmental Entity indicated to Bowman an intention to conduct the same; (b)there is no claim, action,suit,arbitration or proceeding pending or,to the Knowledge of Bowman,threatened against or involving Bowman, or any of its assets or properties, at law or in equity, that, if adversely determined,would have a Bowman Material Adverse Effect or would prevent or materially delay the consummation of the transactions contemplated hereby; and (c) there are no judgments, decrees, injunctions or orders of any Governmental Entity or arbitrator outstanding against Bowman. There is no bankruptcy proceeding currently filed with Bowman as debtor or debtor in possession, and to the Knowledge of Bowman none is contemplated or threatened. 6.4 No Broker's or Finder's Fees. Bowman has not become obligated to pay any fee or commission to any broker, finder, financial advisor or intermediary in connection with the Transaction contemplated by this Agreement which is or could become an obligation of the Merged Company or the Member. 6.5 Bowman Financial Statements. The audited balance sheets and income statements of Bowman as of December 31,2021 and 2022, and the unaudited balance sheet and income statements for the period ended March 31, 2024 are available at https://www.sec.gov/edgar. Collectively, the balance sheets and income statements referred to in the immediately preceding sentence are sometimes referred to herein as the"Bowman Financial Statements". Each of the Bowman Financial Statements (including any related notes) fairly presents in all material respects the financial position and operations of Bowman as of its date, in each case (and except as noted therein) in accordance with GAAP, and in the case of the unaudited balance sheet and income statement for the period ended March 31, 2024, subject to year-end and audit adjustments. 6.6 Tax Returns. Bowman has prepared and filed on a timely basis with all appropriate Governmental Entities all returns in respect of Taxes that it is required to file on or prior to the Closing taking extensions into account, and has paid in full all Taxes due on or before Closing. - 31 - FAO) 1 6 E 1 6.7 SEC Filings. Bowman has filed with, or furnished to, the Securities and Exchange Commission all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Bowman(collectively,together with any exhibits and schedules thereto and other information incorporated therein,"Bowman SEC Documents").As of its filing date(and as of the date of any amendment), each Bowman SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. 6.8 Disclosure and Independent Investigation. No representation or warranty of Bowman in this Agreement and contains or will contain any untrue statement of a material fact, or omit a material fact necessary to make a statement in this Agreement not misleading. Bowman represents and warrants that it has made its own independent investigation and analysis regarding the Merged Company. Bowman has conducted its investigation to its satisfaction Article 7 ADDITIONAL AGREEMENTS 7.1 Expenses. As between the parties hereto, the Member shall be responsible for the Merged Company Transaction Expenses, and Bowman shall be responsible for Bowman Transaction Expenses. 7.2 Indemnification. 7.2.1 Indemnification for Bowman's Benefit. Subject to the terms of this Section 7.2 (including without limitation the claims periods of Section 7.2.7), Bowman and its directors, officers, employees, representatives, successor and assigns (collectively the "Bowman Indemnified Parties") shall be entitled to payment and reimbursement from the Member for the full amount of Losses suffered, incurred or paid by any Bowman Indemnified Party: (i) resulting or arising from any misrepresentation or inaccuracy in, or breach of this Agreement,any representation,warranty, or covenant by the Member in this Agreement or any Exhibits or Schedules hereto or the certificates delivered by them pursuant to this Agreement; (ii) resulting or arising from any Indebtedness or the Merged Company (other than an Assumed Liability)or the Merged Company Transaction Expenses that was not paid or satisfied in full at or before the Closing; or (iii)resulting or arising from any Taxes arising out of or relating to any Pre- Closing Tax Period or Pre-Closing Straddle Period of the Merged Company; - 32 - (CqQ 1 6 E 1 (iv)resulting or arising from any matter set forth on Schedule 4.3, Schedule 4.9, Schedule 4.10.2, or Schedule 4.12.2; (v)resulting or arising from any Excluded Obligation; or (vi)resulting or arising from Pre-Closing Professional Liability Claims. 7.2.2 Indemnification for Member's Benefit. Subject to the terms of this Section 7.2 (including without limitation the claims periods of Section 7.2.7), the Member and Member's representatives, successors and assigns (collectively, the "Member Indemnified Parties") shall be entitled to payment and reimbursement from Bowman for the full amount of Losses suffered, incurred or paid by any Member Indemnified Party: (i) resulting or arising from any misrepresentation or inaccuracy in, or breach of this Agreement or any representation, warranty or covenant made by Bowman or Bowman Sub in this Agreement or any Exhibits or Schedules hereto or the certificates delivered by Bowman or Bowman Sub pursuant to this Agreement; or (ii)resulting or arising from any Assumed Liability; (iii) resulting or arising from any Taxes arising out of or relating to any Post-Closing Tax Period or Post-Closing Straddle Period of the Merged Company; or (iv)resulting or arising from Post-Closing Professional Liability Claims. 7.2.3 Right of Set-Off. Amounts due to Bowman Indemnified Parties shall be reduced by any applicable insurance proceeds received by Bowman, and any remaining balance shall first be made by a set off of the amount of any claim for indemnification or payment of Losses to which Bowman Indemnified Parties are entitled under this Agreement against any amounts payable by Bowman pursuant to the Promissory Note. Thereafter, amounts for indemnification owed to Bowman Indemnified Parties shall be the personal obligation of the Member (subject to any cap). 7.2.4 Limits on Indemnification. Notwithstanding anything to the contrary contained herein, except in the case of fraud, criminal activity, willful misconduct or breach of a Fundamental Representation and Warranty, (a)the Member shall not be required to indemnify and hold harmless Bowman Indemnified Parties in the aggregate for Losses that exceed the Maximum Indemnity Amount;(b)the Member shall not be required to indemnify and hold harmless Bowman Indemnified Parties until the aggregate value of the Losses exceeds the Minimum Indemnity Amount, provided that once the Minimum Indemnity Amount has been met, the indemnity obligation shall be the full amount of Losses, but subject to the Maximum Indemnity Amount and the Maximum Fundamental Indemnity Amount,as the case may be,and as provided in this Section 7.2; (c) Bowman shall not be required to indemnify and hold harmless the Member Indemnified Parties in the aggregate for Losses that exceed the Maximum Indemnity Amount; or(d) Bowman shall not be required to indemnify and hold harmless the Member Indemnified Parties until the aggregate value of the Losses exceeds the Minimum Indemnity Amount, provided that once the Minimum Indemnity Amount has been met, the indemnity obligation shall be the full amount of - 33 - Cqp 1 6 E 1 Losses, but subject to the Maximum Indemnity Amount and the Maximum Fundamental Indemnity Amount, as the case may be and as provided in this Section 7.2. Notwithstanding anything to the contrary contained herein, in the case of a breach of any of the Fundamental Representations and Warranties, (a) the Member shall not be required to indemnify and hold harmless Bowman Indemnified Parties in the aggregate for Losses more than the Maximum Fundamental Indemnity Amount; and (b) Bowman shall not be required to indemnify and hold harmless the Member Indemnified Parties in the aggregate for Losses more than the Maximum Fundamental Indemnity Amount. 7.2.5 Claims for Indemnification. Upon obtaining knowledge of any facts, claim or demand which has given rise to, or could reasonably give rise to, a claim for indemnification hereunder (referred to herein as an "Indemnification Claim"), the party seeking indemnification (the"Indemnified Party") shall give timely written notice of such facts, claim or demand("Notice of Claim")to the party or parties from whom indemnification is sought(the"Indemnifying Party"). So long as the Notice of Claim is given by the Indemnified Party in the Claims Period specified in Section 7.2.7, and subject to the applicable statute of limitations, no failure or delay by the Indemnified Party in the giving of a Notice of Claim shall reduce or otherwise affect the Indemnified Party's right to indemnification except to the extent that the Indemnifying Party has been prejudiced thereby. 7.2.6 Participation in Defense by Indemnifying Party. In the event of a claim or demand asserted by a third party (a "Third Party Claim"), the Indemnifying Party, shall have the right,but not the obligation, exercisable by written notice to the Indemnified Party within ten (10) days of the date of the Notice of Claim concerning the commencement or assertion of any Third Party Claim, to control, the defense of such Third Party Claim at the Indemnifying Party's sole cost and expense. The Indemnified Party shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 7.2.7 Claims Period. Any claim for indemnification under Section 7.2 must be asserted by written notice on or before the expiration of the applicable survival period for such claim as set forth in Article 10 of this Agreement. All claims tendered and pending on such applicable date shall continue until resolved, subject to the applicable statute of limitations. 7.2.8 Effect of Investigation.The representations,warranties and covenants of the Indemnifying Party,and the Indemnified Party's right to indemnification with respect thereto,shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives); provided, however, no Indemnifying Party shall be liable to any Indemnified Party for damages based upon or arising out of any inaccuracy or breach of any representation or warranty that the Indemnified Party or any of its representatives knew is or was inaccurate. 7.2.9 Treatment for Tax Purposes. All indemnification payments pursuant to this Section 7.2 shall be treated as adjustments to the Purchase Price for all Tax purposes unless otherwise required by applicable Law. - 34 - O 16E1 7.2.10 Materiality.Notwithstanding anything contained herein to the contrary, for purposes of determining whether the Minimum Indemnity Amount has been met, each representation and warranty in this Agreement or any certificate delivered at the Closing shall be read without regard and without giving effect to any materiality qualifier contained in such representation or warranty which has the effect of making such representation and warranty less likely to be breached (as if such word or words were deleted from such representation and warranty). 7.2.11 Losses for Which Professional Liability Insurance Coverage Exists. Notwithstanding anything to the contrary in this Agreement, after the Closing Date, losses with respect to claims arising from professional services provided on or prior to the Closing Date("Pre- Closing Professional Liability Claims")for which there exists professional liability insurance shall be borne by Member (and the Bowman Indemnified Parties shall be entitled to indemnification hereunder). Losses with respect to claims arising from professional services provided after the Closing Date ("Post-Closing Professional Liability Claims") shall be borne by Bowman (and the Member Indemnified Parties shall be entitled to indemnification hereunder). Deductibles for claims arising from services performed both before and after the Closing Date shall be equitably divided among Member and Bowman in proportion to the claims made. 7.2.12 No Right of Contribution. No party to this Agreement shall have any right of contribution against the Merged Company with respect to any obligation of the Bowman Indemnifying Parties to indemnify the Bowman Indemnified Parties. 7.3 Public Disclosure. Except as otherwise required by law, any press release or other public disclosure of information regarding the proposed Transaction(including the negotiations with respect to the Transaction and the terms and existence of this Agreement) shall be developed by Bowman, subject to the Member's review and approval, not to be unreasonably withheld, conditioned or delayed. 7.4 Further Assurances. Subject to terms and conditions herein provided and to the fiduciary duties of the board of directors,board of managers,and officers or representatives of any party,each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the Transaction contemplated hereby. In case at any time any further action, including, without limitation, the obtaining of waivers and consents under any agreements,material contracts or leases and the execution and delivery of any licenses or sublicenses for any software, is necessary,proper or advisable to carry out the purposes of this Agreement, the proper officers and directors or representatives of each Party to this Agreement are hereby directed and authorized to use commercially reasonable efforts to effectuate all required action. Each party agrees to use its best reasonable efforts to effect the novation of each Material Contract that may require novation under its terms or under applicable laws or regulations,and further agrees to provide all documentation necessary to effect each such novation, - 35 - 16E1 including, without limitation, all instruments, certifications, requests, legal opinions, audited financial statements, and other documents required by any Governmental Entity. 7.5 Professional Liability Coverage. Prior to or effective with the Closing Date Merged Company shall purchase at its cost and expense, an error and omissions extended reporting period, or "tail policy" for a period of three (3) years with coverage limits and deductibles the same as the coverage limits and deductibles in the Merged Company's current professional liability policy ("Tail Policy"), and Bowman shall reimburse Member for one-half(1/2) of such premium amount(the "Tail Policy Adjustment"). 7.6 Termination of Merged Company Plans. It is understood that none of the Merged Company Plans are being merged or combined with any ERISA or other benefit plan of Bowman or Bowman Sub,and that the Member shall,as a condition of Closing, elect to terminate any Merged Company Plans simultaneously with Closing and all costs and fees in connection therewith shall be deemed a Merged Company Transaction Expense. Article 8 POST-CLOSING UNDERTAKINGS AND OBLIGATIONS In order to induce the Merged Company and the Member to enter into the within Merger Agreement, Bowman covenants that it will fulfill and perform the undertakings and obligations set forth in this Article 8. Bowman acknowledges that the Member is relying on Bowman's affirmative undertakings in entering into this Merger Agreement. In order to induce Bowman and Bowman Sub to enter into the within Merger Agreement,the Member covenants that he will fulfill and perform the undertakings and obligations set forth in this Article 8.The Member acknowledges that Bowman and Bowman Sub are relying on the Member's affirmative undertakings in entering into this Merger Agreement. The undertakings and obligations of this Article 8 shall expressly survive Closing. 8.1 Employees; Payment of Accrued Assumed PTO. 8.1.1 Prior to the Closing Date, Bowman shall make an offer of employment to all Merged Company employees (the "Employees"), which shall be deemed to be effective commencing on the day after the Closing Date. The offer of employment to be made to each Employee shall include remuneration which is not less than the current rate of remuneration paid to such Employee just prior to the Closing Date. The Member shall use commercially reasonable efforts to induce Merged Company employees to accept employment with Bowman. 8.1.2 Accrued Assumed PTO for Merged Company employees retained by Bowman shall be assumed by Bowman. After the Closing Date Merged Company exempt employees retained by Bowman or Bowman Sub will be subject to Bowman's individual leave policy whereby leave for sickness,vacation and holidays is approved based upon factors which do not include any accrued leave balance, and their Accrued Assumed PTO shall be paid to them in regular payroll installments beginning with the first payroll two (2)months after the Closing Date. Non-exempt Employees of Merged Company retained by Bowman or Bowman Sub will accrue leave post-Closing pursuant to Bowman's stated policy, as the same may be changed from time to - 36 - CAO 1 6 E 1 time, and their Accrued Assumed PTO shall roll over to Bowman's non-exempt employee leave policy. 8.2 Preparation and Filing of Tax Returns and Related Matters. The Member shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Merged Company for all taxable periods ending on or prior to the Closing Date. If requested in writing by Bowman, the Member shall allow Bowman's employee or independent tax advisor to review and comment on each such income Tax Return prepared or caused to be prepared by the Member(to the extent such income Tax Return could affect any obligation of Bowman or Bowman Sub) at Bowman' sole cost and expense. The Member shall consider in good faith all reasonable comments of Bowman or its tax advisor with respect to such income Tax Returns prior to filing. Immediately upon written demand from Bowman, the Member shall reimburse Bowman for all Taxes of the Merged Company for any Tax period ending on or before the Closing Date (a "Pre- Closing Tax Period") and for Member' portion (as determined below) of all Taxes of the Merged Company for any period that straddles the Closing Date (a"Straddle Period"). Bowman shall not be authorized to amend any Tax Returns of the Merged Company for any taxable periods ending on or prior to the Closing Date. Bowman shall be responsible for all Taxes of the Merged Company for any Tax period that begins after the Closing Date (a "Post-Closing Tax Period") and for its portion (as determined below) of all Taxes of Merged Company for any Straddle Period. With respect to any Straddle Period, the Taxes attributable to such Straddle Period shall be apportioned between the period of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the "Pre-Closing Straddle Period"), which portion shall be the responsibility of the Member,and the period of the Straddle Period that begins on the day after the Closing Date and ends on the last day of the Straddle Period("Post-Closing Straddle Period"),which portion shall be the responsibility of Bowman. The portion of the Tax allocated to the Pre-Closing Straddle Period shall (a) in the case of any ad valorem or similar property Taxes, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period;and(b)in the case of any other Taxes, be deemed equal to the amount that would be payable if the relevant Taxable period ended on the Closing Date. The portion of the Tax allocated to the Post-Closing Straddle Period shall equal the balance of the Tax attributable to the Straddle Period. Bowman and the Member shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Return or claim for refund and any audit, litigation or other proceeding with respect to the Merged Company's Taxes.Upon request,Bowman and the Member shall provide each other with the information that either party is required to report pursuant to the Code. Article 9 CONDITIONS PRECEDENT 9.1 Conditions Precedent to the Obligations of Each Party. The obligations of the parties hereto to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, any of which conditions may be waived in writing prior to Closing by the party for whose benefit such condition is imposed: - 37 - 1A0 16E1 9.1.1 No Illegality. There shall not have been any action taken, and no statute, rule or regulation shall have been enacted, by any state, federal or other government agency since the Execution Date of this Agreement that would prohibit or materially restrict the Transaction or any other material transaction contemplated hereby. 9.1.2 No Injunction.No injunction or restraining or other order issued by a court of competent jurisdiction that prohibits or materially restricts the consummation of the Transaction contemplated hereby shall be in effect (each party agreeing to use all reasonable efforts to have any injunction or other order immediately lifted), and no action or proceeding shall have been commenced or threatened in writing seeking any injunction or restraining or other order that seeks to prohibit,restrain, invalidate or set aside consummation of the Transaction contemplated hereby. 9.1.3 Approvals of Transaction.This Agreement shall have been approved by the Merged Company, Bowman and Bowman Sub, and to the extent required by applicable law and their respective Governing Documents. 9.2 Conditions Precedent to Obligation of Bowman and Bowman Sub to Consummate the Transaction. The obligation of Bowman and Bowman Sub to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any of which conditions may be waived in writing by Bowman or Bowman Sub prior to Closing: 9.2.1 Representations and Warranties. The representations and warranties of the Member contained in Articles 3 and 4 and elsewhere in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date(which shall remain true and correct as of such date),with the same force and effect as if made on and as of the Closing Date, except in all such cases, for such breaches, inaccuracies or omissions of such representations and warranties which have neither had nor reasonably would be expected to have a Merged Company Material Adverse Effect; and the Member shall have delivered to Bowman a certificate to that effect,dated the Closing Date and signed by the Member. The Merged Company shall have fully paid and satisfied all of the Excluded Obligations. 9.2.2 Agreements and Covenants.The Merged Company and Member shall have performed in all material respects all of their respective agreements and covenants set forth herein that are required to be performed at or prior to the Closing Date and no Merged Company Material Adverse Effect shall have occurred. 9.2.3 Certificate of Good Standing. The Merged Company shall deliver a Certificate of Good Standing issued by the Florida Department of State not earlier than 30 days prior to the Closing Date. 9.2.4 Closing Documents. The Member shall have delivered to Bowman the Merged Company closing certificates described hereafter in this paragraph and such other closing - 38 - Cp0 1 6 E 1 documents as Bowman shall reasonably request. The Merged Company closing certificates, dated as of the Closing Date, duly executed by the secretary of the Merged Company, shall certify as to (i)the signing authority, incumbency and specimen signature of the signatories of this Agreement and other documents signed on behalf of the Merged Company in connection herewith, and (ii) the resolutions adopted by the board of managers and Member of the Merged Company authorizing and approving the execution, delivery and performance of this Agreement and the other documents executed in connection herewith and the consummation of the transactions contemplated hereby and thereby and state that such resolutions have not been modified,amended, revoked or rescinded and remain in full force and effect. 9.2.5 Third Party Consents. Except for professional services contracts, all required third party consents or approvals shall have been obtained by the Merged Company and shall be effective and shall not have been suspended,revoked,or stayed by action of any such third party. 9.2.6 Diligence Review. Bowman and its accountants and attorneys shall have conducted a diligence investigation of all matters related to the business of the Merged Company deemed relevant by Bowman or its accountants and attorneys to such diligence investigation, and the results of such diligence investigation shall have been satisfactory to Bowman. 9.2.7 Agreements with Member and Employees. The Member shall have entered into written an Employment Agreement and Non-Solicitation, Non-Competition and Non- Disclosure Agreement with Bowman in the respective form attached as Exhibits E and F. The Member acknowledges that absent his execution of the Non-Solicitation, Non-Competition and Non-Disclosure Agreement Bowman and Bowman Sub would not enter into this Agreement and Bowman would not pay the Merger Consideration hereunder. The Merged Company's Key Employees listed on Schedule 9.2.7 shall have entered into written Employment Letters, Non- Solicitation and Non-Disclosure Agreements and Restricted Stock Award Agreements in the form attached as Exhibit G. Also set forth on Schedule 9.2.7 is a schedule of the dollar amount of Bowman common stock to be issued to each Key Employee at Closing, the number of shares to be determined by dividing the dollar amount for each recipient by the Average Stock Price and rounding up to the nearest whole share. The common stock issued to the Key Employees shall be issued pursuant to Bowman's 2021 Omnibus Equity Incentive Plan,and shall be subject to vesting and other restrictions as set forth in the Restricted Stock Award Agreements. The Member shall have entered into the Subordination Agreement in the form attached hereto as Exhibit D and the Lock-Up Agreement in the for attached hereto as Exhibit B. Substantially all employees of Merged Company offered post-Closing employment by Bowman shall have accepted employment with Bowman. 9.2.8 Office Lease. Except as may be waived in writing by Bowman, Bowman shall have obtained any required consent from the Merged Company's current landlord of the Naples Lease. 9.2.9 No Material Adverse Change. There shall not have occurred any event that gives rise to a Merged Company Material Adverse Effect. - 39 - , Cq� 1 6 E 1 9.2.10 Professional Liability Coverage. The Merged Company shall have taken steps required of it pursuant to Section 7.5. 9.3 Conditions Precedent for Member and Merged Company. The obligations of the Merged Company and the Member to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any of which may be waived in writing by the Merged Company or the Member prior to Closing: 9.3.1 Representations and Warranties. The representations and warranties of Bowman and Bowman Sub contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date),with the same force and effect as if made on and as of the Closing Date, except in all such cases, for such breaches, inaccuracies or omissions of such representations and warranties which have neither had nor reasonably would be expected to have a Bowman Material Adverse Effect; and Bowman shall have delivered to the Merged Company and Member a certificate to that effect, dated the date of the Closing and signed on behalf of Bowman by the Secretary of Bowman. 9.3.2 Agreements and Covenants. Bowman and Bowman Sub shall have performed in all material respects all of their agreements and covenants set forth herein that are required to be performed at or prior to the Closing Date and no Bowman Material Adverse Effect shall have occurred. Bowman shall have executed each of the Employment Letters, Non- Competition and Non-Disclosure Agreements Non-Solicitation and Non-Disclosure Agreements, and Restricted Stock Award Agreements referred to in Section 9.2.7 above. 9.3.3 Certificate of Good Standing. Bowman Sub shall have delivered its Certificate of Good Standing issued by the Florida Department of State not earlier than 30 days prior to the Closing Date,and Bowman shall have delivered its Certificate of Good Standing issued by the Delaware Secretary of State not earlier than 30 days prior to the Closing Date. 9.3.4 Tender of Merger Consideration. Bowman shall have tendered to the Member the Merger Consideration pursuant to the provisions of Section 2.4. hereof. 9.3.5 Closing Documents. Bowman and Bowman Sub shall have delivered to the Member, the Merged Company the Bowman and Bowman Sub closing certificates described in this Agreement and such other closing documents as Member and Merged Company shall reasonably request. The Bowman and Bowman Sub closing certificates, dated as of the Closing Date, duly executed by the secretary of Bowman and Bowman Sub, shall certify as to (i) the signing authority, incumbency and specimen signature of the signatories of this Agreement and other documents signed on behalf of Bowman and Bowman Sub in connection herewith, and (ii) the authorization and approval by the board of directors and Bowman and Bowman Sub of the execution, delivery and performance of this Agreement and the other documents executed in connection herewith and the consummation of the transactions contemplated hereby and thereby -40 - (CAO 16E1 and state that such approval has not been modified, amended,revoked or rescinded and remains in full force and effect. Article 10 SURVIVAL OF REPRESENTATIONS 10.1 The Member's Representations. All representations and warranties made by the Member in this Agreement, or any certificate or other writing delivered by the Merged Company pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of Bowman and shall terminate on the date which is 24 months after the Closing Date; except that (i) claims related to Fundamental Representations and Warranties shall terminate on the date which is 36 months after the Closing Date, and(ii) Indemnified Party claims tendered and pending on either such date shall continue until resolved, but such claim shall be made in a competent court of jurisdiction within the applicable statute of limitations. The covenants made by the Merged Company or the Member in this Agreement or any certificate or other writing delivered by the Merged Company or the Member pursuant hereto or in connection herewith shall survive the Closing. 10.2 Bowman's Representations. All representations and warranties made by Bowman and Bowman Sub in this Agreement or any certificate or other writing delivered by Bowman,Bowman Sub or any of their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Merged Company or the Member shall terminate on the date that is 24 months after the Closing Date; except that(i) claims related to Fundamental Representations and Warranties shall terminate on the date which is 36 months after the Closing Date, and (ii) Indemnified Party claims tendered and pending on either such date shall continue until resolved. The covenants made by Bowman and Bowman Sub in this Agreement or any certificate or other writing delivered by Bowman, Bowman Sub and their respective Affiliates pursuant hereto or in connection herewith shall survive the Closing. Article 11 OTHER PROVISIONS 11.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand sent via a reputable nationwide courier service or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or on the third business day following the date on which so mailed or sent: - 41 - Cqo 1 6 E 1 To Bowman and Bowman Sub (and to the Merged Company after Closing): Bowman Consulting Group Ltd. 12355 Sunrise Valley Drive; Suite 520 Reston,VA 20191 Attention: Robert A. Hickey, Chief Legal Officer To the Member(or to the Merged Company before Closing): Robau and Associates,LLC 2770 Horseshoe Drive S, Suite 7 Naples,Florida 34104 Attention: Emilio J. Robau 11.2 Entire Agreement. Unless otherwise herein specifically provided,this Agreement and the documents and instruments and other agreements among the Parties hereto as contemplated by or referred to herein constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all other prior agreements and understandings,both written and oral,between the Parties with respect to the subject matter hereof,including the Letter of Intent and the Confidentiality Agreement.Each Party hereto acknowledges that, in entering this Agreement and completing the Transaction contemplated hereby, such Party is not relying on any representation, warranty, covenant or agreement not expressly stated in this Agreement or in the agreements among the Parties contemplated by or referred to herein. This Agreement shall inure only to the benefit of the Parties hereto and their respective successors and assigns. Notwithstanding any other provisions to the contrary herein,except with respect to such successors and assigns,this Agreement is not intended and shall not be construed for the benefit of any third party or any person not a signatory hereto. 11.3 Assignability. This Agreement is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder,except as otherwise expressly provided herein.Neither this Agreement nor any of the rights and obligations of the Parties hereunder shall be assigned or delegated, whether by operation of law or otherwise,without the written consent of all Parties hereto. -42 - r, t � 6Ei 11.4 Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect. 11.5 Specific Performance. The Parties hereto acknowledge that damages alone may not adequately compensate a Party for violation by another party of this Agreement. Accordingly, in addition to all other remedies that may be available hereunder or under applicable law, any Party shall have the right to any equitable relief that may be appropriate to remedy a breach or threatened breach by any other Party hereunder, including the right to enforce specifically the terms of this Agreement by obtaining injunctive relief in respect of any violation or non-performance hereof. 11.6 Governing Law. This Agreement shall take effect and shall be construed as a contract under the laws of the State of Florida without giving effect to the conflict of law principles thereof. Each of the parties hereto (i) irrevocably submits to the exclusive jurisdiction and venue of the state and Federal Courts in the State of Florida, Collier County, in any action arising out of or in any way connected to this Agreement, (ii) agrees that all claims in such action may be decided only in such courts, (iii) waives,to the fullest extent they may effectively do so,the defense of an inconvenient forum,and (iv)consents to the service of process, summons,notice or other document by mail to such party's address set forth in Section 11.1.A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. 11.7 Custody of Merged Company Corporate Records. Bowman shall not destroy any minute books, stock records and corporate seals of the Merged Company before the seventh (7th) anniversary of the Closing, or later is any pending matter requires the preservation of records, and only after giving of sixty (60) days prior notice to the Member of its intention to do so; provided, however, that the Member shall have access to such books and records, from time to time, as is reasonably necessary after Closing during regular business hours and upon reasonable notice. 11.8 Disputed Accounting Matters. If the Member and Bowman are unable to come to an agreement as to the determination of Promissory Note adjustments under Section 2.4.4 or the Closing Date Balance Sheet, within the time period specified with respect thereto, either Bowman or the Member may, by notice to the other party, designate such issue as a "Disputed Accounting Matter" to be resolved as provided herein. The resolution of a Disputed Accounting Matter shall be made by a nationally or regionally recognized accounting firm agreed to by the parties, provided such accounting firm has not provided accounting services to either party during the prior five (5) years (the "Independent Accountants"), who shall apply principles, policies and practices consistent with GAAP and this Agreement, or if the parties cannot agree upon by the parties, by BDO USA LLP (if BDO USA - 43 - r CA0) 1 6 E 1 LLP has not provided accounting services to either party during the prior five (5) years). If a Disputed Accounting Matter is submitted to the Independent Accountants for resolution, (i) Member and Bowman shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the Disputed Accounting Matter and to discuss the issue(s)with the Independent Accountants; (ii)the determination by the Independent Accountants, shall be set forth in a Notice to be delivered to both Member and Bowman within thirty (30) Business Days of the submission of the Disputed Accounting Matter to the Independent Accountants, (iii) such determination by the Independent Accountants shall be final, binding and conclusive on the parties and shall be used in the calculation of any amounts due hereunder; and (iv) Member and Bowman will each bear fifty percent(50%) of the fees and costs of the Independent Accountants for such determination. 11.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same agreement. SIGNATURES ON NEXT PAGE -44 - Ocqo 1 6 E 1 IN WITNESS WHEREOF, the parties have duly executed this Agreement and Plan of Merger under seal as of the date first above written. Bowman Consulting Group Ltd. Bowman Gulf Coast LLC By: By: Title: Chief ecutive Officer Title: Chief Executive Officer By: By: �`�- Title: Secretary Title: Secretary Robau and Associates,LLC By: Emilio J. Robau, Founder & PrincipaI By: [ 1 , Secretary Member: By: Emilio J. Robau - 45 - Cq0 1 6 E 1 Docusign Envelope ID:69CE08A2-39D1-469F-8763-ADF8D308A5B0 IN WITNESS WHEREOF, the parties have duly executed this Agreement and Plan of Merger under seal as of the date first above written. Bowman Consulting Group Ltd. Bowman Gulf Coast LLC By: By: Title: Chief Executive Officer Title: Chief Executive Officer By: By: Title: Secretary Title: Secretary Robau and Associates,LLC DocuSigned by: By: 111111 32D773702405430... Emilio J. Robau, Founder& Principal DocuSigned by: By.r` l�iih robatk ll. 32D779762485430.. Ern 1 i o Robau , Secretary Member: r--DocuSigned by: fAiLio Meat. By: 3cDirs7o2' 34c0... Emilio J. Robau -45 - C,10 1 6 E 1 List of Exhibits and Schedules Exhibit Description A Articles of Merger B Form of Lock-Up Agreement C Form of Promissory Note D Form of Subordination Agreement E Form of Employment Letter—Member F Form of Non-Solicitation,Non-Competition and Non-Disclosure Agreement— Member G Form of Key Employee Employment Letter,Non-Solicitation, and Restricted Stock Award Agreements Schedule Description 2.2(b) Personal Assets and vehicles of Member 4.3 Company Litigation and Investigations 4.6.1 Indebtedness 4.6.1(c) Accrued Assumed Payroll and Accrued Assumed PTO 4.6.2 Company Backlog 4.7 Encumbrances 4.9 Company Plans 4.10.2 Employee Matters 4.12.1 Naples Lease 4.12.2 Compliance with Laws 4.13.1 Certain Company Agreements 4.14 Commercial Software 4.14.4 Cyber Security Incidents 4.15 Insurance Contracts 4.16 Company Banking Relationships 5.3 Bowman Sub Litigation and Investigations 6.3 Bowman Litigation and Investigations 9.2.7 Key Employee Stock List CAO� 1- 6E 1 Exhibit"C" EXHIBIT I: FEDERAL CONTRACT PROVISIONS AND ASSURANCES Following this page Page 6 of 6 Assumption Agreement ;: 16E EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract,the Supplemental Conditions shall govern.This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. Pursuant uniform requirements of federal awards (2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a Contract/Purchase Order. Compliance with Federal Law, Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii)the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. O 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards O 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended,42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide EXHIBIT I-1 CA O 1 6 E 1 EXHIBIT FEDERAL CONTRACT PROVISIONS AND ASSURANCES Access to Records: The contractor agrees to provide the County, the Florida Department of Emergency Management, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2)The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. (4) In compliance with section 1225 of the Disaster Recovery Act of 2018,the County and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. Affirmative Socioeconomic Steps: If subcontracts are to be let, the prime contractor is required to take all necessary steps identified in 2 C.F.R.§200.321(b)(1)-(5)to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Changes: To be allowable under a FEMA grant or cooperative agreement award,the cost of any contract change, modification, amendment, addendum, change order, or constructive change must be necessary, allowable, allocable, within the scope of the grant or cooperative agreement, reasonable for the scope of work, and otherwise allowable. OHS Seal, Logo, and Flags:The contractor shall not use the DHS seal(s), logos, crests,or reproductions of flags or likenesses of OHS agency officials without specific FEMA pre- approval. The contractor shall include this provision in any subcontracts. Domestic Preference for Procurements: As appropriate and to the extent consistent with law,the non- Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products,or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this section: "Produced in the United States" means, for iron and steel products, that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States. "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. License and Delivery of Works Subject to Copyright and Data Rights: The Contractor grants to the County, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract,the Contractor will identify such data and grant to the County or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography,pictures or images,graphics,sculptures,videos,motion pictures or other audiovisual works, sound and/or video recordings,and architectural works.Upon or before the completion of this contract,the Contractor will deliver to the County data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the County. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. EXHIBIT I-2 CAO 16E1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Prohibition on Covered Telecommunications Equipment or Services: (a)Definitions.As used in this clause,the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming;substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy,#405-143-1 Prohibitions on Expending FEMA Award Funds forcovered Telecommunications Equipment or Services As used in this clause— (b) Prohibitions. (1)Section 889(b)of the John S. McCain National Defense Authorization Act for Fiscal Year2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. (2) Unless an exception in paragraph (c)of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to: (i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (ii) Enter into, extend, or renew a contract to procure or obtain any equipment,system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system; (iii)Enter into,extend,or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system;or (iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (c)Exceptions. (1)This clause does not prohibit contractors from providing—(i).A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii). Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) By necessary implication and regulation, the prohibitions also do not apply to: (i). Covered telecommunications equipment or services that: i.Are not used as a substantial or essential component of any system; and ii. Are not used as critical technology of any system. (ii). Other telecommunications equipment or services that are not considered covered telecommunications equipment or services. (d)Reporting requirement. (1) In the event the contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the contractor is notified of such by a subcontractor at any tier or by any other source, the contractor shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause: (i) Within one business day from the date of such identification or notification:The contract number;the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number(original equipment manufacturer EXHIBIT I-3 S 1 6 E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.(ii)Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services,and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph(e), in all subcontracts and other contractual instruments. Program Fraud and False or Fraudulent Statements or Related Acts: The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. Rights to Inventions Made Under a Contract or Agreement: Exempt from FEMA Public Assistance Funding Suspension and Debarment: (1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.pt.3000.As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates(defined at 2 C.F.R. § 180.905)are excluded (defined at 2 C.F.R. § 180.940)or disqualified (defined at 2 C.F.R. § 180.935). (2)The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4)The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R.pt.3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Procurement of Recovered Materials (§200.323) (Over$10,000): In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired— Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or At a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines webpage: https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. Termination for Cause and Convenience(over$10,000): See Standard Purchase Order and/or Contract Terms and Conditions Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant, or any other award covered by 31 U.S.C.§ 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." EXHIBIT I-4 (CAO 1 6E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Contractors must sign and submit a certification to the County with each bid or offer exceeding $100,000. See Certifications and Assurances and the end of this document. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements.No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory),for liquidated damages.Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1)of this section, in the sum of$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1)of this section. (3) Withholding for unpaid wages and liquidated damages. The County or FEMA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section. (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." For contracts that are only subject to Contract Work Hours and Safety Standards Act and are not subject to the other statutes in 29 C.F.R. § 5.1 "Further Compliance with the Contract Work Hours and Safety Standards Act. (1)The contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid,daily and weekly number of hours worked,deductions made,and actual wages paid. (2)Records to be maintained under this provision shall be made available by the contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Department of Homeland Security, the Federal Emergency Management Agency, and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job, EXHIBIT I-5 S 1 6 E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Clean Air Act (over$150,000): 1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act,as amended,42 U.S.C.§7401 et seq. 2.The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency,and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act (over $150,000): 1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. 2. The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Administrative, Contractual, or Legal Remedies (over $250,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor,arising out of or relating to this contract,or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. CONSTRUCTION ACTIVITIES Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R.§ 60- 1.4. During the performance of this contract,the contractor agrees as follows: (1)The contractor will not discriminate against any employee or applicant for employment because of race, color,religion,sex,sexual orientation,gender identity,or national origin.The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment,upgrading,demotion,or transfer;recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion,sex, sexual orientation,gender identity, or national origin.- (3)The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4)The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor EXHIBIT I-6 C40 1 6 E 1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES union or workers'representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5)The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6)The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records,and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7)In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part an the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation,or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Davis Bacon Act: Exempt under FEMA Public Assistance Funding Copeland Anti-Kickback Act: Exempt under FEMA Public Assistance Funding EXHIBIT I-7 1 6 E EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Compliance with Federal Law, Regulations, And Executive Orders and Acknowledgement of Federal Funding Certification This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. If the Contractor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the County for review and approval. The Contractor agrees to include in the subcontract that(1)the subcontractor is bound by the terms of this Agreement, (ii)the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the County and the Grantor Agency harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,to the extent allowed and required by law.The County may document in the quarterly report the Contractor's progress in performing its work under this agreement. On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name Bowman Consulting Group Date 10/28/2024 C12 Authorized Signature R1 -0 1 ;)bi'1 % R1ctc.E . S. EXHIBIT I-8 1 6 E 1 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 By: Signature Richard E. Brylanski, PE, Senior Vice President Name and Title 6200 Whiskey Creek Drive Street Address Fort Myers, FL 33919 City, State, Zip P98HKXYNA6M9 UEI Unique Entity Identifier(for SAM.gov verification) 10/28/2024 Date Sub-Recipient Name: Collier County Board of County Commissioners DEM Contract Number: TBD FEMA Project Number: TBD EXHIBIT I-9 Fil;;) 1 6 E EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER C:OUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT status will be verified. Unverifabie statuses will require the PR ME to either proivde a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FED NUMBER COrJ7R5CT DO LLAP AMOUNT IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED. VETE)tAPJ y N THE ACTIVITY OF THIS CONTRACT.._ MINORITi OR WOMEN BUSINESS ENTERPRISE? DBE% Y' N CONSTRUCTION? Y td (DBE/MBE/WBE) OR HAVE A SMALL DISADVANTAGED BUSINESS SA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y N CDNSULTAT.ON? Y N ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE? Y N OTHER? Y N SOB BA? Y N IS TH'S SUBMISSION A REVISION? 'i N 'F 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 P.t/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORX OR ETHNICITY CODE SUB/SUPPLIER PERCEPT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS --(DIALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts_The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation. tf and when awarded a county contract,the prime will be asked to update the information for the grant compliance files. ETHNICITY CODE Bleck American BA Hispanic American HA Native American NA Subccnt.Asian American SAA Asian-Pacific American APA Non-Mincrity Women NM' Other.not of any other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT PlIFB/RFPorPO/REQ) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT I-10 S � w 16E1 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. Bowman Consulting Group Contractor(Firm Name) C Signature of Contrac o s Authorized Official Richard E. Brylanski, PE, Senior Vice President Name and Title of Contractor's Authorized Official 10/28/2024 Date EXHIBIT I-11