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#09-5333 (RWA, Inc.) Contract 09-5333 Bayshore/Gateway Triangle Overlay Review PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this ~ day of _r1 ee.... L-"," . 2009, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and RWA, Inc., authorized to do business in the State of Florida, whose business address is 6610 Willow Park, Suite 200, Naples, Florida 34109 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Consulting services of the CONSULTANT concerning Bayshore/Gateway Triangle Overlay Review (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 Consultant services in all phases of the Bayshore/Gateway Triangle Overlay Review 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 Patrick Vanesse, AICP, or his designee, 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 to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote 2 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. 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 3 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 inforrnation 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) forrnat 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 cornmon naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 4 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: 5 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. 6 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 CONSULTANT 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; 7 (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 expand ability, 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 commencement of such delay, stating the specific cause or causes thereof, or be deemed to 8 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 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 9 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. 10 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 D to this Agreement. 11 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 state: 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. 12 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 E 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 E. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule E. All personnel, subconsultants and subcontractors identified in Schedule E 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. 13 Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. 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 14 principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, 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. 15 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. 16 ARTICLE THIRTEEN CONFLICT OF INTEREST 13.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FOURTEEN MODIFICATION 14.1. 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 FIFTEEN NOTICES AND ADDRESS OF RECORD 15.1. 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: 239-252-6584 15.2. 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: 17 RWA, Inc. 6610 Willow Park, Suite 200 Naples, Florida 34109 Attn: Patrick Vanesse, AICP Telephone: 239-597-0575 Fax: 239-575-0578 15.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SIXTEEN MISCELLANEOUS 16.1. 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. 16.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4. 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. 16.5. 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. 16.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any 18 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. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 16.8 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. 16.9 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 D INSURANCE COVERAGE Schedule E KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS ARTICLE SEVENTEEN APPLICABLE LAW 17.1. 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. 19 ARTICLE EIGHTEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 18.1 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. 18.2 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 NINETEEN DISPUTE RESOLUTION 19.1 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. 20 Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by 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. 19.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY IMMIGRATION LAW COMPLIANCE 20.1 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. ~ ~ 21 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Bayshore/Gateway Triangle Overlay Review the day and year first written above. ATTEST: COMMISSIONERS FOR BOARD OF COUNTY ,,-~~ -[7~t.J^ Dwig~'E'.Brock;. ~rk COLLIER COUNTY, FLORIDA, By: Donna Fiala, Chairman 4~ d~4. RWA. Inc. By: ^ ___ c- 6J ~ ] Name ;(j~A- '\.....- Witness ;tnnL\ c~os4- ~ :- -_/ ~---- Witness ,ii?#kl( /1'(;74 <;I~ Print Name Christopher O. Wright, President 22 Schedule A: Scope of Services Task 1: Review Current Overlay in Relation to the LDC. o Subtask 1.1 Workshop with CRA staff to discuss LDC issues (1 half day workshop) o Subtask 1.2 Review Gateway Triangle Mixed Use Overlay District o Subtask 1.3 Review Bayshore Mixed Use Overlay District o Subtask 1.4 Review Collier County Land Development Code o Subtask 1.5 Present issues of concern to CRA staff (1 half day meeting to review of identified issues related to the overlays) This task includes a review of the current Gateway Mixed Use Overlay District (GMUD) and Bayshore Mixed Use Overlay District (BMUD) as they relate to the Collier County Land Development Code (LDC). In order to identify conflicting provisions and potential impediments to redevelopment efforts, the RWA Team will analyze the existing regulations, including: sub districts; permitted, conditional, and accessory uses; permitted and bonus densities; and dimensional and design standards. Particular attention will be given to provisions that support or deter the proposed Cultural District's goal of encouraging private investment and affect the creation, renovation, and adaption of facilities for cultural activities. For example, the existing Overlay and LDC include land development regulations that do not support the findings included in the Bayshore Cultural District Needs Assessment (February 2008). This assessment encourages the use of live-work units for artists and notes the potential for a theater seating up to 550 patrons; however, existing regulations do not currently recognize live-work units and limit the size of a Performing Arts Theater to no more than 200 seats. The RWA Team will discuss these and any other specific issues of concern with Collier County Zoning and CRA staff. Task 2: Identify Current Development Patterns o Subtask 2.1 Onsite field inspection o Subtask 2.2 GIS inventory of built environment o Subtask 2.3 Review available permit data, ROW maps, & plats o Subtask 2.4 Coordinate with CRA staff and Pizzutti Group if available to assess status of Cultural Arts Facility catalyst site The RWA Team will include an on-site, physical review of existing development activity within the Bayshore/Gateway Triangle CRA and the immediate surrounding area to identify current development patterns. This review will include a GIS Analysis and review of available permit data through Collier County and will identify areas where public and private investment is occurring. Additionally, the RWA Team will review potential development projects that have not been included with any formal development applications. Due to the current economic conditions, many developers have been putting projects on hold. The RWA Team will seek out and interview local developers and CRA staff to understand the types of development that is anticipated in the CRA An example of these potential projects includes the Mini Triangle and the Cultural Arts Facility catalyst sites. Task 3 Analyze Effectiveness of Overlays o Subtask 3.1 Review previous development applications o Subtask 3.2 Stakeholder interviews: CRA staff, Zoning staff, local developers, arts community (1 full day workshop with various stakeholder groups) . Subtask 3.3 Analyze existing and potential development incentives An analysis of the effectiveness of the current Overlays and LDC in encouraging or supporting redevelopment of existing sites will be provided. This analysis will evaluate whether existing provisions are clearly articulated and include an identification of any vague or ambiguous regulations that could A-I hinder development efforts. Additionally, the RWA Team will provide an evaluation of potential incentives to promote development and redevelopment in the area. The RWA Team will review previous projects and interview developers in order to ascertain their thoughts and help identify successes and impediments to redevelopment efforts. Task 4: Review Mixed Use Project and Administrative Deviation Process o Subtask 4.1 Review existing MUP applications o Subtask 4.2 Review existing administration deviation requests o Subtask 4.3 Review bonus density pool provisions o Subtask 4.4 Analyze effectiveness and efficiency of existing provisions This task is closely related to Task 3 and includes a review of the mixed use project (MUP) and Administrative Deviation approval processes to determine the effectiveness of attracting these types of developments. It is important that the approval process is predictable, in that a developer can be reasonably assured that a project will be approved if it adheres to all of the regulations. Often new developments will avoid areas when there is concern that its approval will simpiy be a political decision. Additional analysis will be provided on the potential for a separate administrative approval process for certain types of mixed-use projects, such as live-work units, to eliminate the public hearing process. The RWA Team will also evaluate the bonus density pool provisions to determine if there are other ways of utilizing the bonuses to incentivize new construction outside the scope of mixed use projects. The potential for other incentives, such as expedited reviews, reduced parking or setback requirements, or lower impact fees, will also be explored as a method to promote development and redevelopment in the CRA Task 5: Analyze Cultural District & Uses o Subtask 5.1 Review Cultural District Needs Assessment, Pizutti Analysis and other ongoing initiatives by CRA staff o Subtask 5.2 Analyze permitted, conditional, and accessory uses in support of Cultural District The RWA Team will analyze how the Bayshore Overlay can integrate the needs of the Cultural District. Incorporating a cultural district can bring forth ways the arts can support the identity, livability, and economics of the CRA and will further the findings of the Bayshore Cultural District Needs Assessment. This district will support theaters, galleries, and artists spaces, including live-work units. The project team will make sure that the desire Cultural/Arts Uses are allow in the Bayshore overlay and that specific development standards for those uses are included. DELIVERABLE 1: ExistinCl Conditions and Overlav Analvsis Report This report will present the data and analysis compiled as part of Tasks 1 through 5 and will be the basis for the LDC Amendment for the BMUD and GMUD. Each Task will be addressed as a separate section of the report and collectively will form the justification for the requested changes to the code. Two hard copies of the full color report will be provided to the CRA. The report will be bound and will contain 11x17 as well as 24x36 copies of all the maps produced. The electronic files will also be provided to the client for ease of reproduction. Task 6: Draft Updated Overlay LDC Regulations o Subtask 6.1 Draft updated Overlay regulations, graphics, and images o Subtask 6.2 Draft LDC amendment Rationale o Subtask 6.3 Draft LDC amendment Fiscal and Operational Impacts o Subtask 6.4 Draft LDC amendment GMP impact o Subtask 6.5 Compile LDC amendment Application o Subtask 6.6 Submit Application Package final draft to CRA staff and Advisory Committee for review A-2 The RWA Team will draft updated overlay (LDC) language that facilitates the overarching goals and objectives of the Redevelopment Plan. These LDC amendments will be clearly written, include a relevant graphics and images, and will be assembled in a manner that is consistent with Collier County provisions for Zoning Text Amendments. Where appropriate the project team will incorporate form-based illustration to make the LDR more user-friendly. RWA will work closely with CRA staff and will meet with them on a bi-weekly basis during the development of the LDR's to go over substantive issues and review draft language being developed. RWA recommends that the CRA request that a Planner from CDES be involved in these regularly scheduled meetings in an advisory or review capacity. Involvement from CDES staff will ensure appropriate collaboration with staff and should facilitate the review and approval process. Once a final draft of the LDRs is completed, RWA staff will conduct a presentation before the CRA Advisory Board to solicit their input. This presentation will be held during a scheduled Advisory Board meeting and the CRA staff will be responsible for public notice. Based upon comments received, updates and revisions will be made to the draft as necessary. No later than April 30, a final draft of the LDC language will be submitted to CRA staff for review and approval to submit to the County. The complete application package will be submitted prior to the June deadline for the 2010 LDC amendment cycle. DELIVERABLE 2: LDC Amendment Request PackaQe Submittal to County As described above a full LDC Amendment submittal package will be produced and provided to the CRA Staff and Advisory Board for review and comment. Once revised this complete application package will be submitted to Collier County Staff prior to the June deadline for the 2010 LDC amendment cycle. Two hard copies of the full LDC Amendment Request submittal package will be provided to the CRA staff. This will include 11x17 and 24x36 copies of all maps. Additionally, all electronic files will be assembled on a CD and will be provided for ease of reproduction. RWA will be responsible for the production of all the copies required by the County as part of the LDC Amendment application. Task 7: Amendment and Adoption Process o Subtask 7.1 Submit LDC amendment package to Collier County o Subtask 7.2 Staff reviews and resubmittals (up to 3 rounds) o Subtask 7.3 DSAC LDR sub-committee meeting (up to 2 meetings) o Subtask 7.4 EAC meeting o Subtask 7.5 DSAC meeting o Subtask 7.6 CCPC LDC meetings (up to 3 meetings) o Subtask 7.7 BCC LDC meetings (up to 2 meetings) The RWA Team will provide continued support and provide technical assistance through the approval and adoption of the amended Overlays by the County. This includes working with Collier county staff to address any and all comments and presenting the recommending codes to the appointed and elected boards for their review and approval. These appointed and elected boards include: the Development Services Advisory Committee (DSAC) and DSAC LDR Sub-Committee; the Environmental Advisory Committee (EAC); the Collier County Planning Commission (CCPC) (2 to 3 meetings); and the Board of County Commissioners (BCC) (2 meetings). The amendment and adoption process is spread out over a lengthy period and is anticipated to begin in June 2010 with the submittal to the County. After the County Manager's review is completed In July, the proposed amendments will be heard by the EAC, DSAC, and D SAC LDR Sub-Committee between August and November. The CCPC meetings are anticipated during January through March. The BCC meetings will take place following the CCPC recommendations. DELIVERABLE 3: ComDletion of All Required Public HearinQ Completion of all Public meetings and a final decision from the BCC will bring this project to a close. A-3 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: David Jackson, Executive Director Bayshore/Gateway Community Redevelopment Agency 4069 Bayshore Drive Naples, FL 34112 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, ITEM LUMP SUM FEE FOR: FEE PAYMENT SCHEDULE Task 1 Review Current Overlays in $8,000.00 Percent Complete Relation to LDC Task 2 Identify Current Development $12,500.00 Percent Complete Patterns Task 3 Analyze Effectiveness of $9,000,00 Percent Complete Overlays Task 4 Review Mixed Use Project and $7,520.00 Percent Complete Administrative Deviation Process Task 5 Analyze Cultural District and $5,000.00 Percent Complete Uses Task 6 Draft Updated Overlay LDC $26,980.00 Percent Complete Regulations Task 7 Amendment and Adoption $36,000.00 Percent Complete Process TOTAL FEE (Total Items 1-7) $105,000.00 B-1 B.2,2. The fees noted in Section 2.1, shall constitute the lump sum amount of One Hundred Five Thousand Dollars ($105,000.00) 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 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. B,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. Invoices 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. B.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-2 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, B.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 five percent (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.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. B,3.4.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 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. B-3 Schedule B - Attachment 1 RWA Team Hourly Rates PROFESSIONAL SERVICES 2009 FEE SCHEDULE Position Team Member Standard Rate Principal Robert Mulhere (RWA). Tracy Crowe ILDIl $160 Proiect ManaaerlTask Manaaer Patrick Vanasse IRWAl $140 Princioal Planner Christooher Scott IRWAl $120 Senior Planner Paula McMichael IRWAl, Pat Tvieski (LDIl $100 Planner II Deeoti Dhiman (LDIl $80 GIS Analvst/CADD Randi Jones (RWA) $70 Proiect Coordinator Anna Rosa IRWAl $60 Suooort Services (as mav be needed) Landscape Architecture Senior Landscaoe Architect Eddie Browder (LDIl $120 Economic Development Planninll Princioal Planner I John Jones (LDIl $120 Civil Engineerlna Princioal Engineer I Emilio Robau IRWA) $150 Surveying Professional Land Survevor Michael Ward (RWAl $140 B-4 . . ~ ~ . " .5 . 0. o . '0 ... ~ ; s . " . . :0 . . .. .. " .. Jl , ~ ~ i 'e- 0. u . " ~ . ~ "' u ~ I" . .. "., 13 0 .!!~~~ g 2.- .. 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'h88~' .~~~~ii ...aa6~8~ ~ , u > c ~ . c ..................<D .................;: ...............i .HHh ::l::l::l::ll::ll::l cnlnCllU)U)1I:l . " a- E c . 8~E . ,. ! e s '0 M <>. - .~~i t. o . _." . ~ ~ ~ E.. ~E! ~l :e:.g:e Q,.. - E ;l ~ -; ~ ~i~~ Ii ,<iJl_g'~~1 8-~'z8u ...... i;..... a::ii..... 0 .~ IX: (J:ii () ~..... ~~~~~8~ ...N............"'" ...:...:...:...:...:...:...: ..................... II!!!!! ::I ::I ::I ::I ::I ::I ::I I1ll1lcncnllllllU) . u SCHEDULE D INSURANCE COVERAGE .r", (" (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 :theirequivalents. 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 CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) D,2 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) x -- $500,000 Each Accident $500,000 Disease Aggregate $500,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable D,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? _X_ Yes _ No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including 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 D,4 $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or 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: _X_ Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance, PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _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 _X_ $1 ,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate D,6 (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. D,7 PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy, If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c, Current deductibles/self-insured retention, d, Current underwriter. 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 D D,8 Schedule E Key Personnel, Subconsultants and Subcontractors Name of Personnel Company Positition Percentage of time allocated to this project Robert Mulhere, AICP RWA Principal 25% Tracy Crow, AICP LDI Principal 15% Project ManagerlTask Patrick Vanasse, AICP RWA Manager 50% Christopher Scott, AICP, LEED RWA Principal Planner 60% Paula McMichael, A1CP RWA Senior Planner 60% Pat Tyjeski, AICP LDI Senior Planner 15% Deepti Dhiman, LEED LDI Planner II 15% Randi Jones RWA GIS AnalysUCADD 25% Anna Rosa RWA Project Coordinator 25% E,l ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIOD/VYVYl 12/0412009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Gulfshore Insurance, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 4100 Goodlette Road North ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Naples, FL 34103,3303 239 261-3646 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A Maryland Casualty Company RWA INC. INSURER B- Employers Compensation Insurance Co. 6610 Willow Park Drive # 200 INSURER C Naples, FL 34109 INSURER D INSURER E- Client#' 40467 RWAIN COVERAGES THE POLICIES OF INSURANCE USTED 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 LTR NSR TYPE OF INSURANCE POLICY NUMBER PJlk+~Y ~~i68li~\E P~~fl ,~xr:,~~~~N L.IMITS A ~NERAL. LIABILITY PPS43178459 03131/09 03131/10 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1 000000 I CLAIMS MADE [K] OCCUR MED EXP (Anyone person) 510000 PERSONAL & ADV INJURY $1 000 000 GENERAL AGGREGATE $2 000 000 ~'~ AGG~EnE LIMIT APrlStPER: PRODUCTS - COMP/OP AGG $2 000 000 POLICY j~2i LOC A ~TOMOBIL.E LIABILITY PPS43178459 03131/09 03131/10 COMBINED SINGLE LIMIT ~ ANY AUTO (Eaaccidenl) $1,000,000 - ALL OWNED AUTOS BODILY INJURY (Per person) $ - SCHEDULED AUTOS .!.. HIRED AUTOS BODILY INJURY $ .!.. NON-OWNED AUTOS (Peraccidenl) - PROPERTY DAMAGE $ (Per accident) ==r~GE LlAB'LlTY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A ~~SSIUMBREL.L.A LlABIL.ITY PPS43178459 03/31109 03/31/10 EACH OCCURRENCE $5 000 000 X OCCUR D CLAIMS MADE AGGREGATE $5 000 000 $ ;:1 ~EDUCTIBLE $ X RETENTION $0 $ B WORKERS COMPENSATION AND WCV7082780 03113/09 03113110 X I WC STATU- IOJ~- EMPL.OYERS' LlABIL.ITY $1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE $1 000 000 If yes, describe under $1,000,000 SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS I L.OCATIONS I VEHICL.ES I EXCL.USIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Project: RFP#90-5333 BayshorelGateway Triangle Overlay Review *30 Day Notice of Cancellation Except 10 Days for Non Payment Collier County Board of County Commisioners is Named as Additional Insured As Respects to General Liability Only. CERTIFICATE HOLOER CANCELLATION 10 Davs for Non-Pavment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL.L.ED BEFORE THE EXPIRATION Collier County DATE THEREOF, THE ISSUING INSURER WIL.L. ENDEAVOR TO MAIL. -.3.n.... DAYS WRITTEN Board of County Commissioners NOTICE TO THE CERTIFICATE HOL.DER NAMED TO THE L.EFT, BUT FAlL.URE TO DO SO SHAL.L. 3301 E Tamiami Trail IMPOSE NO OBL.1GAT10N OR L.1ABIUTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Naples, FL 34112 REPRESENTATIVES. A%d'i:ESE~ ~ ACORD 25 (2001/08)1 of 2 #S3882801M353634 LJA @ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADOITIONAL INSUREO, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25.S (2001/08) 2 of 2 #S388280/M353634 A CORD," CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDO/YYYY) 12/4/2009 PRODUCER (201) 262-1200, Fax(201)262-7810 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Fenner & Esler Agency, Inc. HOLOER. THIS CERTIFICATE DOES NOT AMENO, EXTEND OR 467 Kinderkamack Road ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW. P. O. Box 60 Gradell NJ 076490060 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Beazley Insurance Company RWA, Inc. INSURER B 6610 Willow Park Drive INSURER C Suite 200 INSURER D: Naples FL 34109 INSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POlley 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 INSURA~~;IT~F:~~~ED BY ;~E POLICIES DESCRIBED HEREI~C'IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES Ar..1 :QI=r.:ATF I WN MAY H V AIM . INSR ADD'L P8.k+~~~:gg~~ Pg~!flf~~b~J!gN LIMITS TYPE OF INSURANCE POLICY NUMBER ~NERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY ~~~b~~~9E~~~~ir?ence $ I CLAIMS MADE D OCCUR MED EXP (Anv one oerson $ - PERSONAL & ADV INJURY $ - GENERAL AGGREGATE $ ~'L AGGREr~~~r FLlMIT AnE~ PER PRODUrrS - COMP/OP AGG $ PRO- POLICY JECT LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) - ANY AUTO - ALL OWNED AUTOS BODILY INJURY (Per person) $ - SCHEDULED AUTOS - HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) - PROPERTY DAMAGE $ (Per accident) ~",:,GE LIABILITY AUTO ONLY EA ACCIDENT $ ANY AUTO OTHER THAN I".Il.Arr $ AUTO ONLY AGG $ :=J~SSIUMBRELLA LIABILITY I"M"':H nr.rIIRRENr_E $ OCCUR D CLAIMS MADE AGGREGATE $ $ ==1 ~EDUCTlBLE $ RETENTION .. $ WORKERS COMPENSATION AND IT"X~Jn1.L4"c:1 IOJ~- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E_l_ DISEASE - EA EMPLOYEF $ If yes, describe under SPECIAL PROVISIONS belOW E_l_ DISEASE - POLICY LIMIT $ A OTHER Professional V15RLK09PNPA 03/01/2009 03/01/2010 Per Claim Limit $1,000,000 Liability Aggregate Limit $2,000,000 Claims Made Form DESCRIPTION OF OPERATIONS/LOCATIONSlVEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Re: Project #90-5333 Bayshore/Gateway Triangle Overlay Review CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commission 3301 E. Tamiami Trail Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 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 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~-~ Kevin Esler/JEAN ACORD 25 (2001/08) nJq.n?.. If\it"'\ "Q~ @ACORD CORPORATION 1988 P..".. 1 "f? IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s}. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s ). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORO 25 (2001108) INS025 (OlGa).OBa Page2of2 ITEM NO.: cB ,""~CF O\~~ S FILE NO.: ROUTED TO: DATE RECEIVED: Jr-FiU.' . ~ \.;OUNlY IX:';i .,:i'!F\ 2GD3 DEe - 8 PH I?: 4:: DO NOT WRITE ABOVE THIS LINE From: Office of the County Attorney / Jeff Klatzkow . Lyn M, Wood, C.P.M" Contra8 Specialist Purchasing Department, Extension 2667 _ . J_,\ r ./ r:"lt yclY" 1:."" -J)L.V \ z.} 1'0 t> v5 ~CV>~ Y <r> fL,\,; ,y ~0;r-v b ~O Y> t;~I~ , )-( Date: December 7,2009 REQUEST FOR LEGAL SERVICES SJ\ To: Re: Contract: #09-5333 "Bayshore/Gateway Triangle Overlay Review" Contractor: RWA, Inc, This Contract was approved by the BCC on Agenda Item 16.G.2 December 1, 200 , /'fIUt~ BACKGROUND OF REQUEST: This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jean Jourdan, CRA MEMORANDUM TO: Ray Carter Risk Management Department FROM: Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department DATE: December 7,2009 .ti\ J~o?j~'r (Jl RE: Review Insurance for Contract: #09-5333 "Bayshore/Gateway Triangle Overlay Review" Contractor: RWA, Inc. This Contract was approved by the BCC on December 1, 2009, Agenda Item 16.G.2 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. OATE RECEIVED DEe 07 2009 RISK AANAGEMEtH dod/LMW C: Jean Jourdan, CRA '. mausen g From: Sent: To: Cc: Subject: RaymondCarter Tuesday, December 08, 20098:54 AM LynWood DeLeonDiana; jourdanj; mausen_g Contract 09-5333 "Bayshore/Gateway Triangle Overlay Review' All, I have approved the insurance certificate(s) provided by RWA, Inc, for contract 09-5333 which will now be forwarded to the County Attorney's Office for their review. Thanks, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 Entity Name: RLS# D1- Nu'- /)/Yd-~ CHECKLIST FOR REVIEWING CONTRACTS 'RWA)U)~, Entity name correct on contract? Entity registered with FL Sec. of State? v"'Yes \/"'Yes No No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ '''''l L. Products/Compl/Op Required $ Personal & Advert Required $ Each Occurrence Required $ FirelProp Damage Required $ Automobile Liability Bodily Inj & Prop Required $ SOP, po D Provided $ I "u L. Exp Date 3131/11> Workers Compensation . Each accident Required $ S~I 00 D Provided$ I MIL ExpDate 3J'l.fj'" Disease Aggregate Required $ Provided $ I ",,-I L Exp Date 311 1,0 Disease Each Empl Required $ Provided $ I Me L Exp Date .3 71Yllf) Umbrella Liability Each Occurrence Provided $ SM,L Exp Date 3f31//0 Aggregate Provided $ S M' L Exp Date ;J7:1 '7 tP Does Umbrella sufficiently cover any underinsured portion? ~ es No Professional Liability Each Occurrence Required $ / lV\.l L. Provided $ I MIL. Exp. Date .3/, 110 Per Aggregate Required $ Provided $ ,;) M l L. Exp. Date 3 ( / / If) . Other Insurance Each Occur Type: \/"Yes ~Yes _J...,...yes V""Yes No No No No Provided $ Provided $ Provided $ Provided $ Provided $ ..;l ,,^'L. ..J..MtL \ M.lL \ t\A.CL I M'L Exp. Date Exp. Date Exp. Date Exp. Date Exp. Date 3/31 1,0 sl"ltP 31 ~/710 3' 31 It> .3 31 IP Required $ Provided $ Exp Date_ County required to be named as additional insured? County named as additional insured? -.L.. Yes V""Yes No No Indemnification Does indemnification meet County standards? Is County indemnifying other party? /Yes _Yes No "'7'No Performance Bond Bond requirement referenced in contract? Ifattached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? _Yes ~No Yes _Yes No No Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chainnan's signature block? Clerk's attestation signature block? County Attorney's signature block? c./ Yes VYes V Yes vYes No No No No ,J\ \'\ \ _,.,LYes V Yes vYes No No No Attachments Are all required attachments included? 1Ves ReYie~e~ InitiaI"~ Dateo ld-f;qifJ'J 04,COA,O [ 30 22 www.sunbiz,org - Department of State Page 1 of3 Home Contact Us E-Filing Services Document Searches Forms Help Pr~viQY$QnJ,.,j$J Next on List R.IW'n To List Entity Name Search I Submit I EVents No Name History Detail by Entity Name Florida Profit Corporation RWA, INC. Filing Information Document Number P97000003711 FEI/EIN Number 650721059 Date Filed 01/08/1997 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 02/02/2009 Event Effective Date NONE Principal Address 6610 WILLOW PARK SU ITE 200 NAPLES FL 34109 US Changed 05/10/2005 Mailing Address 6610 WILLOW PARK SUITE 200 NAPLES FL 34109 US Changed 05/10/2005 Registered Agent Name & Address WRIGHT, CHRISTOPHER 0 6610 WILLOW PARK DRIVE SUITE 200 NAPLES FL 34109 US Name Changed: 01/20/2006 Address Changed: 01/04/2008 Officer/Director Detail Name & Address Title PTO WRIGHT, CHRISTOPHER 0 6610 WILLOW PARK DRIVE STE 200 NAPLES FL 34109 Title COOD http://ccfcorp.dos.state.fl.us/scripts/cordet.exe?action=DETFIL&inCL doc _ number=P97000,.. 12/9/2009 'www,sunbiz.org - Department of State Page 2 of3 ANDERSON, JAMES M 6610 WILLOW PARK DRIVE STE 200 NAPLES FL 34109 Title CFO ROLOFF, ROBERT R 6610 WILLOW PARK DRIVE STE 200 NAPLES FL 34109 Title D CARTER, ROGER G 6610 WILLOW PARK DRIVE STE 200 NAPLES FL 34109 Title D MULHERE, ROBERT 6610 WILLOW PARK DRIVE STE 200 NAPLES FL 34109 Title D WILLIAMS, JOHN S 6610 WILLOW PARK DRIVE STE 200 NAPLES FL 34109 Annual Reports Report Year Filed Date 2007 02/08/2007 2008 01/04/2008 2009 01/28/2009 Document Images 02/02/2009 -- Amendment I 01/28/2009.. ANNUAL REPORT I 11/17/2008 -- Amendment I 01/04/2008 -- ANNUAL REPORT I 02/08/2007.. ANNUAL REPORT I 01/20/2006.. ANNUAL REPORT I 02/28/2005 -- ANNUAL REPORT [ 02/12/2004.. ANNUAL REPORT I 02/03/2003 -- ANNUAL REPORT I OS/24/2002 -- ANNUAL REPORT I 01/29/2001 -- ANNUAL REPORT I 05/03/2000.. ANNUAL REPORT [ 06/25/1999 -- ANNUAL REPORT [ 03/31/1998 -- ANNUAL REPORT I 01108/1997 -- Domestic Profit Articles I View image in PDF format ] View image in PDF format. ] View image in PDF format ] View image in PDF format ] View image in PDF format I View image in PDF format ] View image in PDF format I View image in PDF format ] View image in PDF format J View image in PDF format I View image in PDF format I View image in PDF format ] View image in PDF format I View image In PDF format I View image in PDF format I Note: This is not officiai record. See documents if question or conflict. I . PreviOl.l$mQn_List Next,,!!, List R<!tyrn To Lillt Entity Name Search http://ccfcorp.dos.state,f1,us/scripts/cordet.exe?action= D ETFIL&in<L doc _ number=P97000.., 12/9/2009 . www,sunbiz.org - Department of State Page 3 of3 EVjLnts No Name History I Submit I I Home I Contact us I Document Searches I E-Filinq Services 1 Forms I Help I Copynght and Privacy Policies Copyright ic) 2007 State of Florida, Dep<lrll11ent of Sttlle. http://ccfcorp.dos,state.fl,us/scripts/cordet.exe?action= DETFIL&in'L doc _ number= P97000.., 12/9/2009