#09-5151 (Hazen & Sawyer)
Contract 09-5151
"Fixed Term Instrumentation and Controls (I&C) Engineering Services"
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this Ai\iay of f,,-Io'~J
2009, by and between the Board of County Commissioners for Collier County, Florida, a
political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or
"OWNER") and Hazen & Sawyer P.C., authorized to do business in the State of Florida,
whose business address is 2101 NW Corporate Boulevard Suite 301, Boca Raton, Florida
33431 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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), makes provisions for a fixed term contract with a firm to provide professional services to a
political subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering
services on a fixed term basis as directed by OWNER for such projects and tasks as may be
required from time to time by OWNER.
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter
provided, CONSULTANT shall provide to OWNER professional Consultant Engineering
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 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. 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.
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, and
that the total initial compensation for all Work Orders issued under this Agreement shall not
exceed $750,000 annually, unless otherwise approved in writing by the Board of County
Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work
Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a
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written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for
such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide
pursuant to the terms of this Agreement, OWNER 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.
1.2.3 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.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of
the Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or
required of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 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.
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in
Collier County, Florida, including, but not limited to, all licenses required by the respective state
boards and other governmental agencies responsible for regulating and licensing the
professional Services to be provided and performed by the CONSULTANT pursuant to this
Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of
authorization or other form of legal entitlement to practice such Services, it shall employ and/or
retain only qualified personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Albert Muniz P.E., Vice President as its Principal in
Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and
obligate CONSULTANT on all matters arising out of or relating to 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
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Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S
prior written approval, and if so removed must be immediately replaced with a person
acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request
from OWNER to promptly remove and replace the Principal in Charge or any 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 any of the Services
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 OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in
the type of professional engineering services that will be required under this Agreement. The
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'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, ordinances, codes, rules, regulations and
requirements of any governmental agencies, including the Florida Building Code where
applicable, which regulate or have jurisdiction over the Services to be provided and performed
by CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of
any design documents in no way relieves CONSULTANT of its obligation to deliver complete
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and accurate documents necessary for successful completion of the Services required under
the subject Work Order.
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or
federal requirements and/or codes and ordinances applicable to Consultant's performance of
the work as related to the project. This list is not deemed to be all-inclusive, and the County
reserves the right to make sole determination regarding deductions. After notification of
deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these
funds would be forfeited by the Consultant. The County may also deduct or charge the
Consultant for services and/or items necessary to correct the deficiencies directly related to the
Consultant's non-performance whether or not the County obtained substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm
or organization, without OWNER'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 OWNER prompt
written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn
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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 OWNER. 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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner 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 OWNER'S
Purchasing Policy and Administrative 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. OWNER 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.
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2.2 If OWNER 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 OWNER of the emergency within forty-eight
(48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to
provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it
otherwise may have had to seek an adjustment to its compensation or time of performance
under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and
decisions with respect to CONSULTANT'S Services under the Work Order. 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
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(c) The amount of compensation the OWNER 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
OWNER'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 OWNER'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 OWNER with respect to the Services to be rendered by
CONSULTANT hereunder.
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ARTICLE 4
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 OWNER. Services to be rendered by CONSULTANT shall be commenced,
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not
due to its own fault or neglect, including but not restricted to acts of nature or of public enemy,
acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes
or lock-outs, then CONSULTANT shall notify OWNER 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 OWNER 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 OWNER. CONSULTANT'S sole remedy against
OWNER 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
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"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 OWNER hereunder, the OWNER 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
OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on
schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by OWNER to
CONSULTANT be deemed a waiver of any right or claim OWNER 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 one
(1) year from that date, or until such time as all outstanding Work Orders issued prior to the
expiration of the Agreement period have been completed. This Agreement may be renewed for
an additional three (3) years, renewable annually. Any such annual renewal shall be agreed
to, in writing, by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, a comprehensive and itemized statement of charges for the
Services performed and rendered by CONSULTANT during that time period, and for any
OWNER 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 OWNER. All such statements shall
be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order
Number, Purchase Order Number and Project Site description (if any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials,
hourly with a cap or some other agreed to format) contained in each separate Work Order shall
be based on the hourly rates as set forth and identified in Schedule B which is attached hereto,
for the time reasonably expended by CONSULTANT'S personnel in performing the Services.
The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction
with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by
OWNER.
5.2.1 OWNER 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
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is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth
below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties,
as provided in Section 112.061, F.S., and all Contract-related mileage
for trips that are from/to destinations outside of Collier or Lee Counties
approved by OWNER.
5.2.2.2 Expenses 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 OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates
approved in advance and in writing by OWNER.
5.2.2.4.
Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction
over the Work Order required under the applicable Work Order.
5.2.2.6
Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring
any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses
incurred by CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER 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 OWNER 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 OWNER based on
CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a
maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
5.6 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 itemized invoice
approved by OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents,
drawings, notes, tracings, plans, Auto CADD 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"). OWNER shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with
delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain
copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring
OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a
nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with
respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that
it has full right and authority to grant this license to OWNER. Further, CONSULTANT
consents to OWNER'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. CONSULTANT also acknowledges
OWNER may be making Project Documents available for review and information to various
third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which
concern or reflect the Services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Work Order is completed, whichever is later, or such later date
as may be required by law. OWNER, or any duly authorized agents or representatives of
OWNER, 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.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by
each principal and employee of CONSULTANT in performing the Services and therein
specifying the services performed by each, with all such time records to be kept within one-half
of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall
furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing
CONSULTANT'S incurrence and/or payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold
harmless OWNER, its officers and employees from any and all liabilities, damages, losses and
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costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of
this Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified party
or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts described herein and further
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,
Collier County, Florida, as an additional insured as to the operations of CONSULTANT under
this Agreement and shall contain a severability of interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse
against OWNER 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 OWNER, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried
by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.0. 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 CONSULTANT, its subconsultants and OWNER shall waive all rights against each
other for damages covered by insurance to the extent insurance proceeds are paid and
received by OWNER, 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of
"Class VI" or higher.
ARTICLE 10
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 OWNER. 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 OWNER. No
provision of this Agreement shall, however, be construed as constituting an agreement
between the OWNER 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
OWNER 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 OWNER'S prior written consent.
1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
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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 OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
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.
1 0.4 CONSULTANT acknowledges and agrees that OWNER 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 OWNER and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 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 OWNER 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
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as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER
shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE 12
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 CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for OWNER 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 OWNER, 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 OWNER may so
21
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 OWNER 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 OWNER 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), OWNER 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 OWNER 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 OWNER,
including, but not limited to, anticipated fees or profits on Services not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set
22
forth and described in this Agreement, including those described in Section 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 OWNER 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) OWNER 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) OWNER otherwise persistently fails to fulfill
some material obligation owed by OWNER to CONSULTANT under this Agreement or
subsequently issued Work Order, and (ii) OWNER 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 OWNER 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 OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default
23
within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may,
upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work
Order and recover from the Owner 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 Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement or any subsequent
Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached
hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit
costs supporting the compensation for CONSULTANT'S services to be provided under this
Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The
CONSULTANT agrees that the original price as set forth in each subsequent issued Work
Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by
24
which the OWNER 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 14
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 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed
to the following OWNER'S address of record:
25
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to
the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed
to the following CONSUL TANT'S'address of record:
Hazen & Sawyer P.C.
2101 NW Corporate Boulevard Suite 301
Boca Raton, Florida
Telephone: 561-997-8070
Fax: 561-997-8153
Attn: Mr. Albert Muniz, Vice President
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 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER 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.
26
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit
or change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto,
constitutes the entire agreement between the parties hereto and shall supersede, replace and
nullify any and all prior agreements or understandings, written or oral, relating to the matter
set forth herein, and any such prior agreements or understanding shall have no force or effect
whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the
parties shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A WORK ORDER FORM
27
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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 19
SECURING AGREEMENT/PUBLlC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement. At the time this
Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-
Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as
Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work
28
Order, if any, shall be adjusted to exclude any sums by which OWNER 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 OWNER 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 20
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 OWNER'S staff person who would
make the presentation of any settlement reached during negotiations to OWNER 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
29
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 OWNER'S staff person who would make the presentation of any settlement
reached at mediation to OWNER'S board for approval. Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring mediation
under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or state
courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 21
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.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for "Fixed Term Instrumentation and Control (I&C) Engineering Services the day
and year first written above.
30
ATTEST:
DW.i~~~.J~~o,~k, Clerk
",,' ", "1 .
.~~,o.(.
. "~, /\<':'i'.\:>':' "::
A
Ie
~f'''''' Assistsl'lt County Attorney
~.J:t~
~ame and Titl:
Witness
Teresa McNally, AdministratPr
Typed Name and Title
31
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
/p~~ d;~~
By:
Donna Fiala, Chairman
Hazen & Sawyer P.C.
BY:,/V/~.f.j
Vice President. Albert Muniz
Typed Name and Title
SCHEDULE A
WORK ORDER #
Agreement for title of contract, Dated:
,200
(RFPfBid 09-5151)
This Work Order is for professional describe services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, 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 receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time &
Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
SCHEDULE B
RATE SCHEDULE
Collier County Fee Schedule
RFP 09-5151
"Fixed Term Instrumentation and Controls (I&C) Engineering Services"
Professional
Hourlv Fee
Principal (Partners, Associates, Directors, Presidents)
$ 180.00
$ 165.00
$ 150.00
$ 140.00
$ 120.00
$110.00
$ 100.00
Senior Design Engineer/Chief EngineerlSenior I & C Specialist
Senior Project Manager 1 Construction ManagerlSenior I & C Engineer
Project Manager 1 Senior EngineerlSenior Planner/l & C Engineer
Engineer IlI/Principal
Engineer Il/Senior Designer/Architect
Engineer I/Designer/Planner
Senior Inspectorl Design Technician
$ 90.00
$ 80.00
InspectorlSenior Technician/Field Inspector
Drafter
$ 70.00
$ 70.00
$ 45.00
Technician
SupportlTechnical Typist
Administrative Assistant, Secretary
$ 60.00
Clerical, other Support
$ 50.00
This list is not intended to be all-inclusive. Hourly rate fees for other categories
of professional, support and other services shall be mutually negotiated by the County
and firm on a project by project basis as needed.
B-1
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 of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER 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 polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
C-1
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, 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 OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
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 OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
C-2
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER 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 OWNER 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 or any Work Order, the CONSULTANT shall furnish to the OWNER, 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 OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) 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:
C-3
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
x
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable _X_Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes _ No
(1) 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
C-4
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_X_General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
(2) 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 its designee.
C-5
(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT 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.
~Applicable _X_ Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
~ Applicable _X_Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? _X_ Yes No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
C-6
_X_ Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) 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.
(2) 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.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
_ $ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
C-7
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, 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 OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER 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 OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
C-8
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'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 OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER 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.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
c. Current deductibles/self-insured retention.
d. Current underwriter.
C-9
e. Amount (in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application.
(3) If OWNER elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
C-10
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Hazen & Sawyer P.C., hereby certifies that wages, rates and
other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning
"Fixed Term Instrumentation and Controls (I&C) Engineering Services" are
accurate, complete and current as of the time of contracting.
Hazen & Sawyer P.C.
BY: _Aff~/"7'
TITLE: Vice President
DATE: February 23, 2009
D-1
MEMORANDUM OF INSURANCE--
ARCHITECTS/ENGINEERS
PROFESSIONAL AND POLLUTION
~CIDENT LIABILITY
ARCIDTECTSIENGINEERS PROFESSIONAL
AND POLLUTION INCIDENT LIABILITY
POLICY
CONTINENTAL CASUALTY COMPANY
(CNA)
To:
Collier County Government
Purchasing Department
Altn: Dianna Perryman
3301 East Tamiami Trail
Naples, FL 34112
Re: 09-5151 - Fixed Term Instrumentation & Controls Engineering Svs.
As set forth below, the named insured has in force,
on the date indicated, a policy of
ArchitectslEngineers Professional And Pollution
Incident Liability insurance issued by Continental
Casualty Company (CNA), with a limit ofliability
of not less than the amount indicated.
Name of Insured:
HAZEN AND SAWYER, P.C.
Address of Insured:
498 SEVENTH AVENUE
NEW YORK, NY 10018
Policy Nwnber:
AEH 00 82314 89
#
This memorandwn is issued as a matter of
information only and confers no rights upon the
holder. By its issuance, it does not alter, change,
modifY or extend the provisions of said policy
and does not waive any rights thereunder.
Policy Period:
3/29/2008 TO 3/29/2009
Limit Of Liability - Per Claim:
$1,000,000.00
Limit of Liability - Annual Aggregate:
$1,000,000.00
AMES & GOUGH
INSURANCEIRlSK MANAGEMENT, INC.
CBo...,,~"""""" Q /<J:.t.--f-<-.
Barbara A. Sable
Februarv 26 2009
DATE (MMIODIYVYV)
02/25/2009
-.--.----.-.- -----
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIDN
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
ACORD~
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER
Marsh USA, Inc.
1166 Avenue of the Americas
New York, NY 10036
Attn: NewYork.certrequest@Marsh.com
Fax: 212-948-0500
I INSURED
,
INSURERS AFFORDING COVERAGE I NAIC #
INSURER A: Hartford Casualty Ins Co 129424
INSURER B: Zurich American Insurance Company ~ 6535
INSU-RERC: iWinGiiy-FireTrlsurance-Co ------- 129459-
INSURER"ilHartford Insurance Group 100914
INSURER E'
I
I
uL-~
700402-ALL-CAUWP-08-09
HAZEN & SAWYER, P.C.
ATTN: SYED RAZA
498 SEVENTH AVENUE
NEW YORK, NY 10018
COVERAGES
----..- _.-- ---- _...~_. ----.---- _____n_._____ - -,
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 I
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRI AO~~ -"--- OL.lCY EFFECTIVE POL.lCY EXPIRATION !
'LTR INSR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYYl DATE (MMIDDIYY) UMITS
A I I GENERAL LIABIL.lTY EACH OCCURRENCE 1 000 000
I~MMERCIAL GENERAL LIABILITY 10 UUN UU0890 03/29/08 03/29/09 ~~~~i%~J~:~~~~~~l $
: CLAIMS MADE [K] OCCUR MED EXP (Anyone person) $ 10.000
1---- PERSONAL & ADV INJURY $ 1,000,Ooa
GENERAL AGGREGATE $ 2,000,ooq
i : GENERAL AGGREGATE LIMIT APPLIES PER ~~ODUC~S-COM~OPAG ~ 2,000,000
Ie, PRO- ,- I
' I POLICY i I JECT . LOG
IA 'AUTOMOBILE IJABlLlTY 10UENUU0960 (AOS) 03/29/08 03/29/09 COMBINED SINGLE LIMIT
S< $ _1~0~0~1
' A ANY AUTO 10MCPBE3150 (MA) 03/29/08 03/29/09 (Eaaccident)
C .-
ALL GINNED AUTOS BODILY INJURY $
, (Per person)
I SCHEDULED AUTOS ...w. _ _.~_._._._-~.
-
, HIRED AUTOS BODILY INJURY $
- (Per accident}
NON-OWNED AUTOS
X DEDUCTI BLE 'COMP.lCOLL. $1000' PROPERTY DAMAGE $
~ {Per accident} 1
I I GARAGE LIABILITY AUTOONLY-EAACCIDENT $ I
R ANY AUTO OTHER THAN EAACC $
I -.-- ~._--- !
i I AUTO ONLY $
, AGG
B I EXCESS/UMBRELLA LIABILITY AUC-5919299-01 03/29/08 03/29/09 EACH OCCURRENCE $ 5.000,000
I ::J CLAIMS MADE AGGREGATE $ 5,000,OO~
I OCCUR
-I
I i==l DEDUCTIBLE --- ---- ----.----.-- $ --~--~=-
i $
i RETENTION $ I ------.- -----..-- ---- .
C WORKER_S_ COMPENSATION AND 10WENV0886 03/29/08 03/29/09 jX I-.-~,?T~T.~~ I IO,!,!;l-
EMPLOYERS' LIABILITY $ 1,000,OOC
L_ EACH ACCIDENT
ANY PROPRIETOR/PARTNER/EXECUTIVE $ 1.000,00C
OFFICER/MEMBER EXCLUDED? L DISEASE EA EMPLOYE
; ~~~(;11is~~t;)~~16~s below L. DISEASE - POLICY LIMIT $ 1.000,000
, OTHER
,
I D I PROPERTY (SPECIAL) 10 UUNUU0890 03/29/08 03/29/09 PROPERTY (LIMIT) 13,492,500
! DEDUCTIBLE 5,000
I
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
IRE: #09-5151 - FIXED TERM INSTRUMENTATION & CONTROLS ENGINEERING SERVICES.
; COLLIER COUNTY IS INCLUDED AS ADDITIONAL INSURED.
I
CERTIFICATE HOLDER
NYC-003148937-01
CANCELLATION
COLLIER COUNTY GOVERNMENT
PURCHASING DEPARTMENT
ATTN: DIANNA PERRYMAN
3301 EAST TAMIAMI TRAIL
NAPLES, FL 34112
~
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
.Wa. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT,
BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND
UPON THE INSURER,
A~l~~~~~lI~~:$ENTATjVE
Kevin J. Michel
ITS AGENTS
OR REPRESENTATIVES.
/>'l'~~
~-~.
ACORD 25 (2001/08)
o ACORD CORPORATION {S.88
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(Ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pOlicies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder In lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
Acord 25 (2001/08)
Reverse of Page 1
16C I ~
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Dianna Perryman, Contract speciali~
Purchasing Department
DATE: March 2,2009
RE: Review Insurance for Contract: 09-5151 "Fixed Term
Instrumentation and Controls (I & C) Engineering Services"
Contractor:
Camp Dresser & McKee (COM)
Hazen & Sawyer
EMA
RKS Consulting
This Contract was approved by the BCC on February 24, 2009, Agenda Item
16.C.1
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 4270.
C: Karen Guliani, PUED
DATE RECElVEO
MAR 0 '3 2009
Rl
~jJ;?f/c9
dod/LMW