#09-5229 (Vanus, Inc)
Contract # 09-5229
Consultant Services for Collier County Signal Retiming Project
Local Agency Program (LAP) Funded
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into thisY~ day of
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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
Vanus, Inc., authorized to do business in the State of Florida, whose business address is 4350
West Cypress Street, Suite 340, Tampa, FL 33607 (hereinafter referred to as the
"CONSUL TANT").
WIT N E SSE T H:
WHEREAS, the OWNER desires to obtain the professional Consulting Engineering
services of the CONSULTANT concerning Consultant Services for Collier County Traffic
Signal Retiming Project (hereinafter referred to as the "Project"), said services being more
fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated
herein;
WHEREAS, the CONSULTANT has submitted a proposal for provision of those services;
and
WHEREAS, the CONSULTANT represents that it has expertise In the type of
professional services that will be required for the Project.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services
in all phases of the Project to which this Agreement applies.
1.2 The Basic Services to be performed by CONSULTANT hereunder are set forth in the
Scope of Services described in detail in Schedule A. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B,
"Basis of Compensation", which is attached hereto and incorporated herein.
1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in Collier
County, Florida, including, but not limited to, all licenses required by the respective state boards
and other governmental agencies responsible for regulating and licensing the professional
services to be provided and performed by the CONSULTANT pursuant to this Agreement.
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 designates Jay H.L. Calhoun, a qualified licensed professional to serve
as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project
Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the
services to be provided and performed under this Agreement. Further, the Project Coordinator
has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating
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to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by
the CONSULTANT hereunder. The Project Coordinator shall not be removed by
CONSULTANT from the Project without 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 Project Coordinator, or any other personnel
employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any
personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform services or work pursuant to the requirements of this Agreement, said
request may be made with or without cause. Any personnel so removed must be immediately
replaced with a person acceptable to OWNER.
1.7. The CONSULTANT represents to the OWNER 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 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 Project or 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
the design documents in no way relieves CONSULTANT of its obligation to deliver complete
and accurate documents necessary for successful construction of the Project.
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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 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.
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ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT
shall furnish or obtain from others Additional Services of the types listed in Article Two herein.
The agreed upon scope, compensation and schedule for Additional Services shall be set forth in
the Amendment authorizing those Additional Services. With respect to the individuals with
authority to authorize Additional Services under this Agreement, such authority will be as
established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time
such services are authorized. These services will be paid for by OWNER as indicated in Article
Five and Schedule B. Except in an emergency endangering life or property, any Additional
Services must be approved in writing via an Amendment to this Agreement 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 Basic Services required of CONSULTANT hereunder. If OWNER
determines that a change in the Agreement is required because of the action taken by
CONSULTANT in response to an emergency, an Amendment shall be issued to document the
consequences of the changes or variations, provided that CONSULTANT has delivered written
notice to 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 this Agreement. The following
services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional
Services:
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2.1. Preparation of applications and supporting documents (except those already to be
furnished under this Agreement) for private or governmental grants, loans, bond issues or
advances in connection with the Project.
2.2. Services resulting from significant changes in the general scope, extent or character of
the Project or its design including, but not limited to, changes in size, complexity, OWNER'S
schedule or character of construction; and revising studies, reports, design documents or
Contract Documents previously accepted by OWNER when such revisions are required by
changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not
reasonably anticipated prior to the preparation of such studies, reports or documents, or are due
to any other causes beyond CONSULTANT'S control and fault.
2.3 Providing renderings or models for OWNER'S use.
2.4 Investigations and studies involving detailed consideration of operations, maintenance
and overhead expenses; the preparation of feasibility studies, cash flow and economic
evaluations, rate schedules and appraisals; and evaluating processes available for licensing and
assisting OWNER in obtaining such process licensing.
2.5. Furnishing services of independent professional associates and consultants for other
than the Basic Services to be provided by CONSULTANT hereunder.
2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and
directed by OWNER, other than visits to the Project site or OWNER's office.
2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise
provided for herein.
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2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation,
or other legal or administrative proceeding, involving the Project (except for assistance In
consultations which are included as part of the Basic Services to be provided herein).
2.9 Additional services rendered by CONSULTANT in connection with the Project, not
otherwise provided for in this Agreement or not customarily furnished in Collier County as part of
the Basic Services in accordance with generally accepted professional practice.
ARTICLE THREE
OWNER'S RESPONSIBILITIES
3.1. The OWNER shall designate in writing a project manager to act as OWNER'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 OWNER'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 CONSU L T ANT
hereunder;
(b) The time the CONSULTANT is obligated to commence and complete all such
services; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT.
3.2. The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by
the CONSULTANT for payment for services and work provided and performed
in accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER's
requirements for the Project, including design objectives and constraints,
space, capacity and performance requirements, flexibility and expandability,
and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S
possession pertinent to the Project, including existing drawings, specifications,
shop drawings, product literature, previous reports and any other data relative
to the Project;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the
Project site to perform the services to be provided by CONSULTANT under this
Agreement; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by
the OWNER with respect to the services to be rendered by CONSULTANT
hereunder.
ARTICLE FOUR
TIME
4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the
execution of this Agreement upon written Notice to Proceed from OWNER for all or any
designated portion of the Project and shall be performed and completed in accordance with the
Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of
the essence with respect to the performance of this Agreement.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts
of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or
lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after
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commencement of such delay, stating the specific cause or causes thereof, or be deemed to
have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or
progress of CONSULTANT'S services from any cause whatsoever, including those for which
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
its schedule provided, however, the granting of any such time extension shall not be a condition
precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall
expressly apply to claims for early completion, as well as claims based on late completion.
Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided
hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation
shall be equitably adjusted, with respect to those services that have not yet been performed, to
reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of
such delays.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the
services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT until such time as the
CONSULTANT resumes performance of its obligations hereunder in such a manner so as to
reasonably establish to the 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 this Agreement or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or
any other damages hereunder.
ARTICLE FIVE
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 Schedule B, entitled
"Basis of Compensation", which is attached hereto and made a part hereof.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of this Agreement, 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 this Agreement ("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 on this Project.
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 Project following CONSULTANT'S termination for any reason or to perform
additions to or remodeling, replacement or renovations of the Project. 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 SEVEN
MAINTENANCE OF RECORDS
7.1. CONSULTANT will keep adequate records and supporting documentation which concern
or reflect its services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Project is completed, whichever is later, or such later date as may
be required by law. 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.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and
hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses
and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce
any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph 8.1.
ARTICLE NINE
INSURANCE
9.1. CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE 0 to
this Agreement.
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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 Government, Collier County, Florida, 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 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 applicable to this
Project, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program
carried by OWNER applicable to this Project.
9.3.4. The Certificates of Insurance must read: For any and all work
performed on behalf of Collier County.
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.
9.5.2. The insurance company must have a current A. M. Best financial
rating of "Class VI" or higher.
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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 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 as Schedule F is a listing of all key personnel CONSULTANT intends to assign
to the Project to perform the Services required hereunder. Such personnel shall be committed
to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also
has identified each subconsultant and subcontractor it intends to utilize on the Project in
Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not
be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities
which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement 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.
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Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to
enter into similar agreements with its sub-subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that 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. Further, all such contracts shall
provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this
Ag reement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all
claims, except for insurance company subrogation claims, by it against OWNER arising out of
this Agreement or otherwise related to the Project, and except those previously made in writing
in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at
the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment
by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. CONSULTANT shall be considered in material default of this Agreement and such default
will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further
set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin
services under the Agreement within the times specified under the Notice(s) to Proceed, or (b)
CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or
as directed by 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
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codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and
conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this
Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1
shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and
CONSULTANT's remedies against OWNER shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.3, below.
12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without
cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such
termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that
portion of the fee earned through the date of termination, together with any retainage withheld
and any costs reasonably incurred by CONSULTANT that are directly attributable to the
termination, but CONSULTANT shall not be entitled to any other or further recovery against
OWNER, including, but not limited to, anticipated fees or profits on work not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set forth
and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control.
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12.5. 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.
12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within
forty-five (45) days after such payment is due or such other time as required by Florida's Prompt
Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed
by OWNER to CONSULTANT under this Agreement, 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 this Agreement until such default is cured, after
giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the Agreement. If the Services are so stopped for a period of one hundred
and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to
terminate this Agreement. If OWNER 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 OWNER, terminate the Agreement 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.
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ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
upon or resulting from the award or making of this Agreement.
13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto
and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs
supporting the compensation for CONSULTANT'S services to be provided under this
Agreement are accurate, complete and current at the time of the Agreement. The
CONSULTANT agrees that the original Agreement price and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the Agreement price
was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of this
Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
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ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT
to the 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:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Building H
3301 Tamiami Trail East
Naples, FI. 34112
Attention: Stephen Y. Carnell, Purchasing/General Services 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 CONSULTANT'S address of record:
Vanus, Inc.
4350 West Cypress Street, Suite 340, Tampa, FL 33607
Telephone: 813-831-8870
Attn: Jay H.L. Calhoun
Fax: 813-831-9375
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.
18
ARTICLE SEVENTEEN
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.
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.
19
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A SCOPE OF SERVICES
Schedule B BASIS OF COMPENSATION
Schedule C PROJECT MILESTONE SCHEDULE
Schedule 0 INSURANCE COVERAGE
Schedule E TRUTH IN NEGOTIATION CERTIFICATE
Schedule F KEY PERSONNEL, SUBCONSUL TANTS AND
SUBCONTRACTORS
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
upon or resulting from the award or making of this Agreement. At the time this Agreement is
20
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 E.
CONSULTANT'S compensation 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 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 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 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
21
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.
22
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Consultant Services for Collier County Signal Retiming Project the day and
year first written above.
:I'~. f"\. . .
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Attest .sto Ch.f~~ ,
s 1QOatijrt Oft I w
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Donna Fiala, Chairman
If} I -
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l).,p.Jl.y
Van us. Inc.
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Witness
By: \.l.,.1.~ Cq lJ.~
Jay H.L. Calhoun, PE / President
Typed Name and Title
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Witness
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Agendat!J- V1 ~
Date
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23
SCHEDULE A
SCOPE OF SERVICES
COLLIER COUNTY TRAFFIC SIGNAL RETIMING PROJECT
I. GENERAL REQUIREMENTS
The purpose of this contract is to provide Collier County Traffic Operations with professional services for
conducting needed traffic signal retiming studies for arterials. A major objective is to obtain study results
as expeditiously as possible while maintaining a high degree of thoroughness and professionalism.
For the purpose of this contract, the following definitions apply:
. A traffic control timing pattern is a set of cycle lengths, splits, and offsets for an arterial system.
. An arterial is a group of signalized intersections which are coordinated to
provide progression of traffic flow along the arterial.
. A section is any portion of a traffic control system which can be controlled by a single set of timing
parameters.
SYNCHRO analysis shall be used with the following restrictions:
. The CONSULTANT shall determine minimum and maximum cycle lengths and increments
between cycle lengths to be analyzed and approved by Collier County Traffic Operations.
. Average free speed or travel time shall be recommended by the CONSULTANT
and approved by Collier County Traffic Operations.
A. Executive Summary
The report for each study type shall contain an executive summary providing a general overview of
the contents of the report and general comments about the location, purpose, findings, conclusions
and recommendations.
B. Sealinq of Reports
All study type reports and copies submitted to Collier County Traffic Operations shall be signed and
sealed by a Florida Registered Professional Engineer.
C. Data Files
The CONSULTANT shall submit all input data electronically with a summary of the Data Files
indicating the program, intersection and arterial names. The electronic files shall be submitted in a
program approved by Collier County Traffic Operations. The CONSULTANT shall also submit
paper copies of all count data.
II. INDEX OF STUDY
A. Proiect Inventory
Each section contains the following signalized intersections on a single or connecting arterial
maintained by Collier County or the City of Naples:
Section 21
Consists of the following 8 signalized intersections on 2 connecting arterials maintained by the City
of Naples:
1. 9th Street North (U.S. 41) at 7th Avenue North
2. 9th Street North (U.S. 41) at 4th Avenue North
3. 9th Street South (U.S. 41) at Central Avenue
4. 9th Street South (U.S. 41) at 3rd Avenue South
5. 5th Avenue South I U.S. 41 at 9th Street South I U.S. 41)
6. 5th Avenue South (U.S. 41) at 10th Street South
7. 5th Avenue South (U.S. 41 at Goodlette-Frank Road South
8. 5th Avenue South (U.S. 41 at River Point Drive
A-I
Section 24
Consists of the following 2 signalized intersections on a single arterial maintained by the City of
Naples:
1. 5th Avenue South (U.S. 41) at Davis Blvd.
2. Tamiami Trail East (U.S. 41) at Commercial Drive / Palm Street
Section 27
Consists of the following 11 signalized intersections on a single arterial maintained by the City of
Naples:
1. 9th Street North (U.S. 41) at Fleischmann Blvd. / Orchid Dr.
2. 9th Street North (U.S. 41) at Golden Gate Parkway
3. 9th Street North (U.S. 41) at 22nd Avenue North
4. 9th Street South (U.S. 41) at 3rd Avenue South / Mooring Line Drive
5. 9th Street North (U. S. 41) at 26th Avenue North
6. 9th Street North (U.S. 41) at Harbour Drive
7. Tamiami Trail North (U.S. 41) at Ohio Drive / Anchor Rode Drive
8. Tamiami Trail North (U.S. 41) at Cypress Woods Drive / Park Shore Drive
9. Tamiami Trail North (U.S. 41) at Old Trail Drive / Shady Rest Lane
1 O.Tamiami Trail North (U.S. 41) at Morningside Drive
11.Tamiami Trail North (U.S. 41) at Granada Blvd. / Neapolitan Way
Section 30
Consists of the following 3 signalized intersections on a single arterial maintained by Collier
County:
1. U.S. 41 at Old U.S. 41
2. U.S. 41 at Wiggins Pass
3. U.S. 41 at Imperial
Section 40
Consists of the following 4 signalized intersections on a single arterial maintained by Collier
County:
1. U.S. 41 at Immokalee Rd.
2. U.S. 41 at 99th Ave N.
3. U.S. 41 at 91sT Ave N.
4. U.S. 41 at Vanderbilt Beach Rd.
Section 42
Consists of the following 2 signalized intersections on a single arterial maintained by Collier
County:
1. U.S. 41 at Pine Ridge Rd.
2. U.S. 41 at Pelican Bay South
Section 80
Consists of the following 4 signalized intersections on 2 connecting arterials maintained by Collier
County:
1. Collier Blvd. (S.R. 951) at Manatee Rd.
2. Collier Blvd. (SR. 951) at Trail Ridge Rd.
3. U.S. 41 at Collier Blvd. (C.R. 951 / S.R. 951)
3. U.S. 41 at Price St. / Triangle Blvd.
III. DESCRIPTION OF STUDY
A. Study Type: System Analysis
Purpose: This study involves the analysis of two or more signalized intersections in a system in
order to develop in-Season and off-Season signal timing plans to provide coordination and
minimize vehicle delay.
IV. DESCRIPTION OF TASKS
This section describes the work required in each task and the task product(s).
A-2
A. DATA COLLECTION:
All Data Collection (Part A) tasks and Analysis (Part B) tasks required for a study type and
location listed in the authorization shall be submitted to Collier County Traffic Operations
for review and approval.
Task 1: Approach Counts - Seven (7) Day
The CONSULTANT shall collect approach counts for a period of at least seven (7) consecutive
days for each direction of travel. Count data shall be recorded by automatic devices furnished by
the Consultant. The approach counts will be used to determine the operating time periods for each
timing pattern developed for each arterial. The CONSULTANT shall determine the locations for
machine counts, subject to the approval of Collier County Traffic Operations. A seasonal
adjustment factor approved by Collier County Traffic Operations shall be required to develop In-
Season and Off-Season counts.
Task Product
The counts shall be submitted in tabular form broken down into direction of travel, days and hours
with 15 minute increments and hourly totals. EXCEL shall be used to submit the counts graphically
showing the timing pattern intervals. The format for the tables and graphs will need to be approved
by Collier County Traffic Operations. The count information and graphs shall be submitted
electronically along with two (2) paper copies of the count information.
Collier County Traffic Operations Responsibility
Collier County Traffic Operations shall provide prompt review and approval of approach count
locations and count data.
Task 2: Turninq Movement Counts - Three Day (3) Day
The CONSULTANT shall collect and summarize eight (8) hours of fifteen (15) minute turning
movement counts for In-Season in the month of January and Off-Season in the month of May at
the intersections listed in the authorization, using the procedures contained in the Florida
Department of Transportation Manual on Uniform Traffic Studies (MUTS), Chapter III, "Summary of
Vehicle Movements". The counts shall be conducted during the highest 8 hours of the day and
include the AM peak, PM peak, and Off-peak periods. The specific time frame for each period shall
be determined by the CONSULTANT and approved by the Collier County Traffic Operations. The
counts shall include trucks. 1 day count shall be made on a normal Tuesday, Wednesday, or
Thursday. 1 day count shall be made on a normal Saturday. 1 day count shall be made on a
normal Sunday. Counts shall not be conducted on non-school day, holiday or during special
events. A seasonal adjustment factor approved by Collier County Traffic Operations may be
required.
Pedestrian volume counts shall be included in this task. The pedestrian volume counts shall be
done in accordance with Chapter VIII, Pedestrian Volume Count of the MUTS. Pedestrian counts
may be included on the turning movement count summary.
Task Product
The counts shall be submitted in tabular form broken down into each approach with each
movement separated out, showing the 8 hours with 15 minute increments and one hour totals. The
format for the count data will need to be approved by Collier County Traffic Operations.
The count information shall be submitted electronically along with two (2) paper copies of count
information.
Collier County Traffic Operations Responsibility
Collier County Traffic Operations shall provide prompt review and approval of time periods for
turning movement counts and pedestrian counts.
Task 3: Field Inventory
A-3
Included in this task is an inventory of the following traffic signal control devices and field
characteristics at all locations listed in the Task Work Order. The inventory shall include the
following:
- Existing signal and pedestrian phasing
The following shall be shown on a condition diagram:
- Number of lanes and their usage
- Length of turn lanes
- Pedestrian crossing distances
- Vehicle crossing distances
- Posted speed limit for each approach
The distance between intersections shall be shown on a straight line diagram. The CONSULTANT
shall develop a reporting format for this inventory that shall be approved by Collier County Traffic
Operations.
The CONSULTANT shall contact Collier County Traffic Operations for information and to make
arrangements for access to all equipment cabinets.
Task Product
Three (3) copies of the field inventory diagrams.
Collier County Traffic Operations Responsibilitv
Collier County Traffic Operations shall provide prompt review and approval of the inventory
procedure and forms.
B. ANALYSIS:
Task 4: Intersection Analysis
The CONSULTANT shall use the latest Collier County approved version of
SYNCHRO to run the existing conditions.
Note: The SYNCHRO run of the existing conditions must be an accurate
representation of the existing conditions. SimTraffic shall be used to verify that the SYNCHRO run
is an accurate reflection of the existing conditions (ex: when run in SimTraffic queue length should
reflect the queue lengths observed in the field).
The results of the SYNCHRO analysis shall be submitted to Collier County Traffic Operations for
review and approval.
Task Product
Electronic submittal of the existing conditions, draft and final SYNCHRO files.
Collier County Traffic Operations Responsibility
Provide prompt review and approval of the intersection analysis.
Task 5: Arterial Analysis
The latest Collier County approved version of SYNCHRO shall be used to
determine the optimal phasing, cycle length and splits. Engineering judgment should always be
used in correlation with the software.
TS/PP-Draft (Time-Space/Platoon Progression Diagram Generator) shall be used by the
CONSULTANT to refine the offsets from the time-space diagrams generated by SYNCHRO. The
'\-4
bandwidths, speeds, direction of travel, intersection names and offsets shall be shown on each
time - space diagram developed in TS/PP-Draft.
The CONSULTANT shall develop a minimum of Four (4) In-Season and Four (4) Off-Season
Weekday and Four (4) In-Season and Four (4) Off-Season Weekend traffic control timing patterns
for each section listed in the "Index of Study" which shall include AM Peak, Midday Peak, PM Peak,
and Off Peak patterns. The plots of the volume summary information gathered in Tasks 1 shall be
used to graphically indicate the time of day operation for each pattern in a section.
The results of the SYCHRO analysis and TS/PP-Draft time-space diagrams shall be submitted to
the Collier County Traffic Operations as Draft Timing Plans for review and approval.
Task Product
The CONSULTANT shall submit the draft and final SYNCHRO and TSPPD runs electronically.
They shall also provide three (3) paper copies of the final TSPPD runs for each of the timing
patterns.
Collier County Traffic Operations Responsibilitv
Provide prompt review and approval of analyses.
Task 6: Controller Timinqs
The CONSULTANT shall develop and furnish three (3) paper copies of the final controller timings
for all of the intersections listed in the authorization. They shall also submit this information
electronically. Timing parameters to be developed per phase are as follows:
Actuated Siqnals
Minimum Green (Initial)
Extension Interval
Maxi
Yellow Clearance (not less than 3.0 seconds)
Red Clearance
Pedestrian Walk (if applicable)
Pedestrian Clearance (if applicable)
Time of Day pattern
Splits
Offsets (referenced to beginning of first coordinated phase green)
Cycle Lengths
Task Product
Coordination settings that can be implemented on the existing signal system. Controller timings
that can be implemented on the existing signal system. Collier County Traffic Operations approved
Timing Sheets. Three (3) signed and sealed paper copies and electronic submittal.
1\-5
EXHIBIT B: Local Agency Program (LAP) Requirements
RFP REQUIRED SUBMISSIONS
The Consultant shall submit the following forms and certifications provided in Exhibit C:
1. Consultant Affidavit
2. Certification Regarding Debarment (Form 375-030-32)
3. Truth-In-Negotiation Certification (Form 375-030-30)
4. Certification for Disclosure of Lobbying Activities (Form 375-030-33)
5. DBE Participation Statement (Form 375-030-21)
6. Bid Opportunity List (Form 375-040-62)
Certification ReQardinQ Debarment
shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to
before a person who is authorized by law to administer oaths.
Truth-ln-NeQotiations Certification
shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to
before a person who is authorized by law to administer oaths.
Certification for Disclosure of LobbvinQ Activities
shall be submitted by the proposed Prime Consultant and Sub-consultants. If a Standard Form-LL has previously
been submitted to a government agency and there has been no material change, a copy of the previous
submission is sufficient.
DBE Participation Statement
shall be completed even if the Consultant does not intend to utilize a DBE firm.
The County encourages DBE firms to compete for County professional services projects, and also encourages non-
DBE consultants to use DBE firms as sub-consultants. However, use of DBE sub-consultants is not mandatory and
no preference points will be given in the selection process for DBE participation. Consultants are required indicate
their intention regarding DBE participation in the DBE Participation Statement contained in Exhibit C to this Request
for Proposal and to submit that statement with their technical proposal.
Bid Opportunity List
Federal law requires states to maintain a database of all firms that are participating or attempting to participate in
DOT-assisted contracts. To assist the County in this endeavor, consultants are requested to submit the Bidder's
Opportunity List contained in Exhibit C to this Request for Proposal with their technical proposal. The list should
include yourself as well as any prospective sub-consultant that you contacted or who has contacted you regarding
this project. However, any firm previously shown on such a list need not be included.
TERMS FOR FEDERAL AID CONTRACTS:
The following terms apply to all contracts in which services involve the expenditure of federal funds:
A. It is understood and agreed that all rights of the Department relating to inspection, review, approval,
patents, copyrights, and audit of the work, tracing, plans specifications, maps data, and coast records
relating to this Agreement shall also be reserved and held by authorized representatives of the United
States of America.
B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any
nature may be entered into by the parties hereto with regard to the work to be performed hereunder without
the approval of U.S.D.OT, anything to the contrary in this Agreement notwithstanding.
B-1
C. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of
Transportation relative to nondiscrimination in federally-assisted programs of the U.S. Department of
Transportation (Title 49, Code of Federal Regulation "CFR", Part 21, hereinafter referred to as the
Regulations), which are herein incorporated by reference and made a part of the contract.
D. Nondiscrimination: The Consultant, with regard to the work performed by him after award and prior to
completion of the contract work, will not discriminate on the grounds of race, color, religion, sex or national
origin in the selection and retention of subcontractors, including procurements of material, and leases of
equipment. The consultant will not participate either directly or indirectly in the discrimination prohibited by
49 CFR Section 21.5 of the program set forth in Appendix B of the Regulations.
E. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND
EQUIPMENT: In all solicitations made by competitive bidding or negotiation made by the Consultant for
work to be performed under a subcontract, including procurements of materials and leases of equipment,
each potential subcontractor, supplier or lessor shall be notified by a consultant of the consultant's
obligations under this contract and the regulations relative to nondiscrimination on the grounds of race,
color religion, sex or national origin.
E. INFORMATION AND REPORTS: The Consultant will provide all information and reports required by the
Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books,
records, accounts, other sources of information, and its facilities as may be determined by the Department
or U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders
and instructions. Where any information required of the Consultant is in the exclusive possession of
another who fails or refuses to furnish this information, the Consultant shall certify to the Department, or the
U.S. Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the
information.
G. SANCTIONS OF NONCOMPLIANCE: In the event of the Consultant's noncompliance with the
nondiscrimination provisions of this contract, the State of Florida Department of Transportation shall
impose such contract sanctions as it or the U.S. Department of Transportation may determine to be
appropriate, including but not limited to,
1. Withholding of payments to the Consultant under the contract until the Consultant complies and/or
2. Cancellation, termination or suspensions of the Contract, in whole or in part.
H. INCORPORATION OR PROVISIONS: The Consultant will include the provisions of Paragraph A through H
in every subcontract, including procurements of materials and leases of equipment unless exempt by the
Regulations, order, or instructions issued pursuant thereto. The Consultant will take such action with
respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S.
Department of Transportation may direct as a means of enforcing such provisions, including sanctions for
noncompliance; provided, however, that, in the event a Consultant becomes involved in, or is threatened
with litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the
State to enter into such litigation to protect the interests of the State, and, in addition, the Consultant may
request the United Stated to enter into such litigation to protect the interests of the United States.
I. INTEREST OF MEMBERS OF CONGRESS: No member of or delegate to the Congress of the United
States shall be admitted to any share or part of this contract or to any benefit arising there from.
J. INTEREST OF PUBLIC OFFICIALS: No member, officer, or employee of the public body or of a local
public body during his tenure or for one year thereafter shall be any interest, direct or indirect, in this
contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities
and other political subdivisions of States, and public corporations, boards, and commissions established
under the laws of any State.
K. PARTICIPATION BY MINORITY BUSINESS ENTERPRISES: The Consultant shall agree to abide by
statements in Paragraph (1) and (2) which follow. These statements shall be included in all subsequent
agreements between the Consultant and any Sub-consultant or contractor.
1. "Policy: It is the policy of the Department of Transportation that minority business enterprises as
defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of
B-2
contracts financed in whole or in part with Federal funds under this agreement. Consequently, the
MBE requirements of 49 CFR Part 23 applies to this agreement.
2. "MBE OBLIGATION: The recipient or its contractor agrees to ensure that minority business
enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the
performance of contracts and subcontracts financed in whole or in part with Federal Funds
provided under this agreement. In this regard, all recipients or contractors shall take all
necessary and reasonable steps in accordance with 49 CFR Part 23, have the maximum
opportunity to participate in the performance of contracts and subcontracts finance in whole or in
part with Federal funds provided under this agreement. In this regard, all recipients or contractors
shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that
minority business enterprises have the maximum opportunity to compete for and perform contracts.
Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or
sex in the award and performance of DOT-assisted contracts."
L. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect
to any facts related to the project(s) described in this Agreement is a violation of the Federal Law.
Accordingly, Unites States Code, Title 18, Section 1020, is herby incorporated by reference and made a
part of this Agreement.
M. It is understood and agreed that if the Consultant at any time learns that the certification it provided the
Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become
erroneous by reason changed circumstances, the Consultant shall provide immediate written notice to the
Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as set forth in 49 CFR, Section
29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned
federal regulation.
N. The Department herby certifies that neither the consultant nor the consultant's representative have been
required by the Department, directly or indirectly as an express or implied condition in connection with
obtaining or carrying out this contract, to
1. Employ or retain, or agree to employ or retain, any firm or person, or
2. Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or
consideration of any kind;
The Department further acknowledges that this agreement will be furnished to a federal agency, in
connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State
and Federal Laws, both criminal and civil.
O. The Consultant hereby certified that it has not:
1. Employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for the above
contractor) to solicit or secure this contract;
2. Agreed, as an express or implied condition for obtaining this contract, to employ or retain the
services of any firm or person in connection with carrying out this contract; or
3. Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee
working solely for the above contractor) any fee contribution, donation, or consideration of any kind
for, or in connection with, procuring or carrying out the contract.
The consultant further acknowledges that this agreement will be furnished to the State of Florida
Department of Transportation and a federal agency in connection with this contract involving participation
of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil.
B-3
EXHIBIT A - Forms
(Provided Under Separate File)
Submit Monthly: Subcontractor DBE Payment Report Design Consultant
B-4
SCHEDULE B
BASIS OF COMPENSATION
LUMP SUM
1. MONTHLY STATUS REPORTS
B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of
its monthly invoice a progress report reflecting the Project design and construction status, in
terms of the total work effort estimated to be required for the completion of the Basic Services
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.
B1.1.1 All monthly status reports and invoices shall be mailed to the attention
of Eugene Calvert, P.E., 2885 South Horseshoe Drive, Naples, FL 34104
2. COMPENSATION TO CONSULTANT
B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump
sum payments to CONSULTANT in accordance with the terms stated below. Payments will be
made in accordance with the following Schedule; however, the payment of any particular line
item noted below shall not be due until all services associated with any such line item have been
completed to OWNER'S reasonable satisfaction.
Activity DESCRIPTION OF SERVICES NOT TO PAYMENT SCHEDULE
EXCEED
AMOUNT:
A. Data Collection $209,678.00 Monthly - Lump Sum Not to
Exceed
B. Analysis $26,740.00 Monthly - Lump Sum Not to
Exceed
C. Final, Field and Status Reports - $15,982.00 Monthly - Lump Sum Not to
(1/month); Meetings (3 Meetings), Exceed
and Project Record and Files
D. Reimbursables $17,136.30 Time and Materials - Not to
Exceed
TOTAL FEE (Total Items 1-4) $269,536.30
B.2.2. The fees noted in Section 2.1. shall constitute the lump sum amount of two hundred sixty
nine thousand five thirty six dollars and thirty cents Dollars ($269,536.30) to be paid to
CONSULTANT for the performance of the Basic Services.
B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER
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
13-5
provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services
without OWNER'S prior written approval.
B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total
and complete amount payable to CONSULTANT for the Basic Services to be performed
under the provisions of this Agreement, and shall include the cost of all materials,
equipment, supplies and out-of-pocket expenses incurred in the performance of all such
services.
8.2.5 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 OWNER, pending resolution
of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that
OWNER does not dispute are due and payable.
3. SCHEDULE OF PAYMENTS:
B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under
Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic
Services and Additional Services during the subject billing month. Notwithstanding
anything herein to the contrary, the CONSULTANT shall submit no more than one invoice
per month for all fees earned that month for both Basic Services and Additional Services.
I nvoices shall be reasonably substantiated, identify the services rendered and must be
submitted in triplicate in a form and manner required by Owner. Additionally, the number
of the purchase order granting approval for such services shall appear on all invoices.
8.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work
done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices
shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order
Number and Project name and shall not be submitted more than one time monthly.
B.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed
invoice with supporting documentation.
8.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule
B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a
maximum markup of 5% on the fees and expenses associated with such subconsultants
and subcontractors.
B.3.4.1 Reimbursable Expenses associated with Additional Services must comply with
section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without
mark-up by the CONSULTANT, and shall consist only of the following items:
B.3.4.1.1. Cost for reproducing documents that exceed the number of documents
described in this Agreement and postage and handling of Drawings and
Specifications.
B-6
B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to
Project related trips, to the extent such trips are approved by OWNER.
Such expenses, if approved by OWNER, may include coach airfare,
standard accommodations and meals, all in accordance with section
112.061, F.S. Further, such expenses, if approved by OWNER, may
include mileage for trips that are from/to destinations outside of Collier
or Lee Counties. Such trips within Collier and Lee Counties are
expressly excluded.
B.3.4.1.3. Permit Fees required by the Project.
8.3.4.1.4 Expense of overtime work requiring higher than regular rates approved
in advance and in writing by OWN ER.
B.3.4.1.5 Expense of models for the County's use.
B.3.4.1.6 Other items on request and approved in writing by the OWNER.
B.3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061,
F.S., and the Agreement, the terms of the Agreement shall prevail.
13-7
SCHEDULE B
BASIS OF COMPENSATION
ATTACHMENT A
Task A - Data Collection: Lump Sum Not to Exceed: $209,678.00
Approach Counts (7 Day) - 14 Locations
8 - hour TMCs - 36 Counts
Field Inventory
8 - hour TMC - 122 counts (to be performed by Crossroads)
7 - day Bi-directional Counts - 14 locations (to be performed by Adams)
8 - hour TMC - 46 counts (Adams)
Task B - Analysis Lump Sum Not to Exceed:
Intersection Analysis
Arterial Analysis - Peak and Off-peak
Controller Timings - Peak and Off-peak
$26,740.00
Task C - Reports: Lump Sum Not to Exceed:
Final, Field and Status Reports - (1/month)
Meetings (3 Meetings)
Project Records and Files
$15,982.00
Task D - Reimbursables
Expenses including copies,
Travel expenses outside of
Lee and Collier Counties
Time and Materials Estimate: $17,136.30
Total:
$269,536.30
B-8
SCHEDULE B
ATTACHMENT B
RATE SCHEDULE
Chief Engineer
Project Manager
Engineer Intern
Senior Engineer Technician
Senior Technician
Designer
Technician
Secretary/Clerical
TMC Observer
END OF SCHEDULE B
13-9
$200/hr
$155/hr
$ 80/hr
$ 95/hr
$ 56/hr
$ 60/hr
$ 45/hr
$ 52/hr
$ 29/hr
SCHEDULE C
PROJECT MILESTONE SCHEDULE
CONSTRUCTION IMPROVEMENT TIMELlNE
Task A - Data Collection 330 days from NTP
Task B - Analysis 330 days from NTP
Task C - Final, Field and Status Reports, Meetings 330 days from NTP
(3 Meetings), Project Record and Files
Task 0 - Reimbursables Concurrent with Tasks A - C or as needed
C-l
SCHEDULE 0
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 OWNER or as
specified in this Agreement, whichever is longer.
(4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the
OWNER 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
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 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
D-I
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 Project.
(6) The acceptance by OWNER of any Certificate of Insurance 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 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 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, the
D-2
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 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:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
X $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
1)-3
(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? ~ 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 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
0-4
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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 his/her designee.
(3) The OWNER, Collier County Government, 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
(7) 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
D-5
(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:
Bodily Injury & Property Damage - $ 500,000
X 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? X 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
_ $1,000,000 each claim and in the aggregate
~ $2,000,000 each claim and in the aggregate
D-6
_ $5,000,000 each claim and in the aggregate
(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 this Project for a period of not
less than five (5) years following completion and acceptance of the Project by the OWNER.
(4) The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or OWNER, 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, 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.
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
0-7
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.
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.
END OF SCHEDULE 0
D-8
SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Van us, Inc. hereby certifies that wages, rates and other factual unit costs supporting
the compensation for the services of the CONSULTANT to be provided under the Professional
Services Agreement, concerning 09-5229 Consultant Services for Collier County Signal
Retiming Project are accurate, complete and current as of the time of contracting.
Vanus, Inc.
BY: \.lA..t41/l ro<:alJ..A-t.l.::;)
Jay H.L. talhoun, PE
TITLE: President
DATE: September 2, 2009
E-1
SCHEDULE F
KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS
Employee
Employee Classification
Jay Calhoun
Vicki Castro
Ro bert Skaggs
Phuc Duong
Damien Rose
Diana Albarracin
Bob Casey
Kevin Pollard
Todd Patton
Kevin Ryan
Kolleen Snapp
Colleen Hull
Karen Dawley
Chief Engineer
Project Manager
Senior Engineer
Engineer
Engineering Intern
Engineering Intern
Designer
Designer
Engineering Technician
Senior Technician
Technician Aid
Secretary/Clerical
Secretary/Clerical
F-]
Percent of Time on Project
5%
50%
10%
5%
10%
5%
25%
75%
5%
5%
5%
5%
5%
ACORD~ CERTIFICATE OF LIABILITY INSURANCE OP ID KP I DATE (MMIDDIYYYY)
VANUS-1 09/02/09
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Mynatt Insurance Agency, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1316 w. Busch Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa FL 33612 I NAIC#
Phone:S13-932-5511 Fax:S13-931-4459 INSURERS AFFORDING COVERAGE
INSURED INSURER A: Travelers Indemnity Company 1 ~c;"S~)
[INSURER B: Zurich American Ins. Compaoy i i (;'5 ~~)
VANUS, Inc. I "'"'" C \
4350 W. ~ress St.,Ste.340
Tampa FL 607 INSURER 0:
INSURER E: I
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
fNSI< [ADIJ;::J POLICY NUMBER PD~~~1~~rJ8~E POLLCJ{rXPIRAT.!,.~N LIMITS
LTR INSR TYPE OF INSURANCE DATE MMIDDIYY
~' ".."m EACH OCCURRENCE $1,000,000
A X X COMMERCIAL GENERAL LIABILITY I I6806715L003TCTOS 12/02/08 12/02/09 -~~~~~~s (Ea occurence) 51,000,000
CLAIMS MADE 0 OCCUR MED EXP (Anyone person) 55,000
I PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE $2,000,000
~"GG"G'" ""IT "n' '"'' I PRODUCTS. COMP/OP AGG $2,000,000
nPRO- I
X POLICY I JECT LOC
~TOMOBILE LIABILITY I COMBINED SINGLE LIMIT 1$1,000,000
A X. ANY AUTO BA5637L59409SEL OS/01/09 08/01/10 ! (Ea accident)
~ I
'X ALL OWNED AUTOS i I
I- I BODILY INJURY I 5
SCHEDULED AUTOS I6806715L003TCT08 12/02/08 12/02/09 (Per person) I
- r--
A ..!- HIRED AUTOS \ BODILY INJURY is
..!- NON.OWNED AUTOS I (Per aCCIdent) I
I
- I PROPERTY DAMAGE I $
I (Per accident)
i GARAGE LIABILITY AUTO ONLY. EA ACCIDENT $
.~ ANY AUTO I
OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $2,000,000
A ~ OCCUR o CLAIMS MADE ISFCUP8381Y597IND08 12/02/08 12/02/09 AGGREGATE $2,000,Oq~
5
\ 1$ -
R DEDUCTIBLE
RETENTION $ 1$
WORKERS COMPENSA TlON AND X I. VVL::;IAIU: I IUdIH-
TORY LIMITS ER
A EMPLOYERS' LIABILITY IDTAHUB0904T38809 05/01/09 05/01/10
ANY PROPRIETORlPARTNERlEXECUTIVE EL EACH ACCIDENT 51,000,000
OFFICERlMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE! $ 1, 000 , 000
If yes, describe under EL DISEASE - POLICY LIMIT I $ 1, 000 , Q 0 0
I SPECIAL PROVISIONS below
OTHER
B Professional EOC937394006 05/05/091 05/05/10 Ea. Claim 1,000,000
Liabili ty Aggregate 1,000,000
I DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Certificate holder is additional insured re: Contract #09-5229
Consultant Services for Collier County Signal Retiming Project
VANUS No. 2090105
CERTIFICATE HOLDER
CANCELLATION
COVERAGES
Collier County Government
Attn: Contract Administration
Purchasing Department
3301 E Tamiami Trail East
Naples FL 34112
COLLO 0 3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ 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, ITS AGENTS OR
REPRESENT A T,NES.
AUTHORIZED~R'E..PRESENTATIVE to
,11 -71 U c. C-/f-;JK./.Y' ~ -'
James, nnor - -v ~ -'c-
/ @ACORD CORPORATION 1988
ACORD 25 (2001/08)
,-,.,._~"~<~---_.--~,"_...".,,,-,,-.._----""""