#10-5359 (Albeck Gerken)
Contract # 10-5359
Traffic Signal Retiming Coordination
ARRA Grant Funded Project
Funded by the US Department of Energy
Energy Efficiency and Conservation Block Grant Program
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 13t~ay of Af';' \ , 2010,
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
Albeck Gerken, Inc., authorized to do business in the State of Florida, whose business address
is 1911 North US 301, Suite 410, Tampa, FL 33619 (hereinafter referred to as the
"CONSULTANT").
WIT N E SSE T H:
WHEREAS, the OWNER desires to obtain the professional Engineering Consulting
services of the CONSULTANT concerning Traffic Signal Retiming Coordination (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 and Exhibit I-A which includes provisions of
ARRA Grant Requirements; US Department of Energy, Energy Efficiency and Conservation
Block Grant Program, including the Declaration of Debarment and the Disclosure of Duns and
CCR Numbers. 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 Jeff Gerken, P.E., PTOE, 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
2
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
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
3
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
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
4
RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement _
EOP, etc) , and adhere to industry standard CAD specifications.
ARTICLE 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 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
8
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
9
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.
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 read: For any and all work
performed on behalf of Collier County or must reference the contract
number and title.
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 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.
13
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
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 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
14
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 deterrnined 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.
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
15
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.
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,
16
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.
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.
17
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 G
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:
Albeck Gerken, Inc.
1911 North US 301, Suite 410
Tampa, FL 33610
Phone: (813) 319-3790, Fax: (813) 426-3948
Attn: Jeff Gerken, P.E., PTOE
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. 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.
18
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.
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
19
Schedule B BASIS OF COMPENSATION
Schedule C PROJECT MILESTONE SCHEDULE
Schedule D 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
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.
20
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
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
21
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 Traffic Signal Retiming Coordination the day and year first written above.
ATTEST:
__ _ _ ,i~!r:' " G~'i;;/:"
~;~~~~
Date: ~20;j~.to
A . ~,.w .:114'\..,.... ,
-I1~ture= ..h'~'
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Fred W. Coyle, Chairman
"IL~ W. C>"~
Albeck Gerken. Inc.
-:;:::JI y ;::::--~
Wit ss I
~u
By:' 15M-- UL
--
'Drw.", G, Cd.." ::;,. ,....+v"'.r TI'",'~~r~...
Typed Name and Title
~~o'
Witness
Item # l1.2...eLl9
Agenda 't I\~ 110
Date ..:!..l.ru
Date d"O'tO
Rec'd ~
23
SCHEDULE A
SCOPE OF SERVICES
CONTENTS:
I. GENERAL REQUIREMENTS
A. Introduction & Definition of Terms ................................. ....................................... A-2
B. Executive Summary .............................................................................................. A-2
C. Sealing of Reports................................................................................................. A-2
D. Data Files ............................................................................................................. A-2
II. INDEX OF STUDY
A. Project Inventory ........................................
1. Immokalee Road
2. Vanderbilt Beach Road
3. Santa Barbara Boulevard
................A-2
A-2
A-3
A-3
III. DESCRIPTION OF STUDY
A. Study Type: System Analysis ........
..............................A-4
IV. DESCRIPTION OF TASKS AND DELlVERABLES
A. Data Collection ("Part A") .............................. .................................................. .. A-4
Task 1: Approach Counts - fourteen (7) Day.................. ........................... A-4
Task 2: Turning Movement Counts - Three (3) Day.................................... A-4
Task 3: field Inventory.................... ................ ......................................... A-5
B. Analysis ("Part B") .......................... .................... . ............................................. A-6
Task 4: Intersection Analysis ...................................................................... A-6
Task 5: Arterial Analysis ........................................................................... A-6
Task 6: Controller Timings ................. ................. ...................................... A-7
A-I
GENERAL REQUIREMENTS
A. Introduction and Definition of Terms
The purpose of this Traffic Engineering & Consultant Services contract is to provide the Traffic Operations
Department with professional services for conducting traffic signal retiming studies for certain arterial
roadways in Collier County.
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.
B. Executive Summary
The deliverable for each project task shall be accompanied by an executive summary providing a general
overview of the contents of the report and general comments about the location, purpose, findings,
conclusions and recommendations.
C. Sealing of Reporls
All study reports and copies submitted to Collier County Traffic Operations shall be signed and sealed by a
Florida Registered Professional Engineer.
D. 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 CONSULT ANT shall also submit paper copies of all count
data.
INDEX OF STUDY
A. Project Inventory - There are thirty-two (32) intersections included on this Scope for study and
retiming:
1. Immokalee Road
Immokalee @ Collier's Reserve
Immokalee @ Goodlette-Frank
Immokalee @ Palm River
lmrnokalee @ Airport-Pulling
Control Section IM-I
The timing plans tor this section
shall be coordinated with US 41
N, being prepared by another
A-2
L
"-=--ronsultant
lmmokalee @ Lakeland
lmmokalee @ Livingston
lmmokalee @ Strand Blvd
lmmokalee @ 1-75 Interchange
lmmokalee @ Northbrooke
lmmokalee @ Valewood
lmmokalee @ Logan
Immokalee @ Laurel Oaks
--
Control Section IM-2
lmmokalee @ Wilson
lmmokalee @ Randall
Immokalee@Oil Well
Control Section IM-3
2. Vanderbilt Beach Road
Vanderbilt Beach @ Vanderbilt
Vanderbilt Beach @ North Pointe
Control Section VB- I
Vanderbilt Beach @ Hammock Oak
Vanderbilt Beach @ Livingston
Vanderbilt Beach @ Village Walk
Vanderbilt Beach @Oakes
Vanderbilt Beach @ Vineyards
Vanderbilt Beach @ Logan
Vanderbilt Beach@ Island Walk
Control Section VB-2
3. Santa Barbara Boulevard
Santa Barbara @ Green
Santa Barbara @ Coronado
Santa Barbara @ Golden Gate Pkwy
Golden Gate Pkwy @ 53'ct Ave SW
Santa Barbara @ Recreation Lane
Santa Barbara @ Devonshire
Radio @ Devonshire
Santa Barbara @ Radio
Control Section SB- I
-"
A-3
DESCRIPTION OF STUDY
A. Study Type: System Analysis
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.
DESCRIPTION OF TASKS AND DELlVERABLES
This section describes the work required in each task and the task product(s). All Data Collection (Part A)
tasks and Analysis (Part B) tasks required for a location listed in the authorization shall be submitted to
Collier County Traffic Operations for review and approval. Each deliverable shall be covered by an
executive summary of the contents of the deliverable, as described in General Requirements, Section B.
A. Data Collection {"Part A 'J
Task 1:
Approach Counts - Seven (7) Dav
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 detennine the operating time periods for each timing
pattern developed for each arterial. The CONSULTANT shall detennine the locations for machine
counts, subject to the approval of Collier County Traffic Operations. A seasonal adjustment factor
provided by Collier County Traffic Operations shall be reqnired to develop In-Season and Off-Season
counts.
Deliverable 1:
Approach Count Data & Graphs
The CONSULTANT shall submit approach counts for sections in the study in tabular fonn, broken
down into direction of travel, days and hours in 15 minute increments, and hourly totals (one page per
24 hour period, originating at 12:00 a.m. on each study day). Microsoft Excel shall be used to submit
graphed counts, showing timing pattern intervals per section. The fonnat for the tables and graphs
shall be approved by Collier County Traffic Operations. The count infonnation and graphs shall be
submitted electronically along with two (2) signed and sealed paper copies of the count infonnation.
1. Collier County Traffic Operations responsibility durinq this task
Collier County Traffic Operations shall provide prompt review, feedback and final approval of
approach count locations and deliverable data.
Task 2:
Turning Movement Counts - Three (3) Dav
The CONSULTANT shall collect and summarize eight (8) hours of fifteen-minute turning movement
counts for 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 Unifonn Traffic Studies
(MUTS), Chapter III, "Summary of Vehicle Movements". The counts shall be conducted during the
highest eight hours of the day as determined by averagc approach counts in Deliverable 1, and include
A-4
the AM peak, PM peak, Mid-day peak and Off-peak periods. The specific time frame for each period
shall be determined by the CONSULTANT and approved by Collier County Traffic Operations. The
counts shall include trucks. One (I) day ofturning-movement counts shall be made on a typical
Tuesday, Wednesday, or Thursday. One (1) day of turning movement counts shall be made on a
normal Saturday. One (I) day oftuming movement counts 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.
Deliverable 2:
Turning Movement Count Data
The CONSULTANT shall submit turning movement counts in tabular form, broken down by approach
with each turning movement separated. The tables shall show the eight hours of data collection divided
into 15 minute increments and one hour totals. The format for the count data shall be approved by
Collier County Traffic Operations.
Turning movement count information shall be submitted electronically along with two (2) signed and
sealed paper copies of count information.
2. Collier County Traffic Operations responsibility durin" this task
Collier County Traffic Operations shall provide prompt review and final approval of time periods for
turning movement counts and pedestrian counts.
Task 3:
Field Inventory
The CONSULTANT shall prepare an inventory of the following traffic signal control devices and field
characteristics at all locations listed in the Task Work Order. The inventory shall consist of the
following:
a) A condition diagram showing:
. Number of lanes at each approach and their usage
. Length of turn lanes
. Pedestrian crossing distances
. Vehicle crossing distances
. Posted speed limit for each approach
b) A straight line diagram showing the distance between intersections
c) Existing signal and pedestrian phasing
The CONSULTANT shall develop a reporting format for this inventory that shall be approved by
Collier County Traffic Operations.
A-5
The CONSULTANT shall contact Collier County Traffic Operations for information and to make
arrangements for access to all equipment cabinets.
Deliverable 3:
Inventory Diagrams
The CONSULTANT shall submit three (3) paper copies of the field inventory diagram for each
location.
3. Collier County Traffic Operations responsibility durinq this task
Collier County Traffic Operations shall provide prompt review and approval of the inventory procedure
and forms.
B. Analysis ("Part B')
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. Synchro output shall be calibrated to verify that the SYNCHRO run is an accurate
reflection of the existing conditions.
The results of the SYNCHRO analysis shall be submitted to Collier County Traffic Operations for
review and approval.
Deliverable 4:
Synchro Files
The CONSULTANT shall submit both draft and final SYNCHRO files of the existing conditions.
4. Collier County Traffic Operations responsibility durinq this task
Collier County Traffic Operations shall 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. Engineeringjudgment should always be used in correlation with the
software.
SYNCHRO analysis shall be used with the following restrictions:
A-6
. 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 prior to analysis.
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
bandwidths, speeds, direction oftravel, intersection names and offsets shall be shown on each time-
space diagram developed in TS/PP-Draft.
The CONSULTANT shall develop a minimum of three (3) In-Season and three (3) Off-Season timing
plans, each plan to include Weekday, Saturday and Sunday patterns. Traffic control timing patterns for
each section listed in the "Index of Study" shall include AM Peak, Midday Peak and PM Peak patterns.
The plots of the volume summary information gathered in Task I 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.
Deliverable 5:
Synchro and TS/PPD Runs
The CONSULTANT shall submit the draft and final SYNCHRO and TSPPD runs electronically. The
CONSULTANT shall also provide three (3) paper copies of the final TSPPD runs for each of the
timing patterns.
5. Collier County Traffic Operations responsibility durinq this task
Collier County Traffic Operations shall provide prompt review and approval of analyses.
Task 6:
Development of Controller Timings
The CONSULTANT shall develop and furnish three (3) paper copies of the final controller timings for
all of the intersections listed in the authorization. The CONSULTANT shall also submit this
information electronically. Amber and pedestrian clearance intervals shall be derived by use ofthe ITE
methodology. Timing parameters shall be developed per phase for actuated signals as follows:
. Minimum Green (Initial)
. Extension Interval
. Max I
. Yellow Clearance (not less than 3.0 seconds)
. Red Clearance
. Pedestrian Walk (if applicable)
. Pedestrian Clearance (if applicable)
^-7
. Time of Day pattern
. Splits
. Offsets (referenced to beginning of first coordinated phase green)
. Cycle Lengths
Deliverable 6:
Coordination Settings and Controller Timings
The CONSULTANT shall submit coordination settings that can be implemented on Collier County's
existing signal system. The CONSULTANT shall also submit controller timings that can be
implemented on the existing signal system. Three (3) paper copies of controller timings, signed and
sealed by a Professional Engineer, shall be furnished on a timing sheet approved by Collier County
Traffic Operations. An electronic submittal of this deliverable is also required.
6. Collier County Traffic Operations responsibility durinq this task
Collier County Traffic Operations shall provide prompt review and approval of the recommended
coordination settings and timings, and implement and fine-tune them in the field.
A-8
SCHEDULE B
BASIS OF COMPENSATION
DIRECT LABOR COSTS PLUS REIMBURSABLE EXPENSES
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.
B 1.1.1 All monthly status reports and invoices shall be mailed to the attention
Of Randy Ensell, Traffic Operations, 2885 Horseshoe Drive South, Naples, FL 34104.
2. COMPENSATION TO CONSULTANT
B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly
payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and
Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no
event shall such compensation exceed the amounts set forth in the table below.
Task PHASE NOT TO EXCEED
AMOUNT:
1. Aooroach Counts - fourteen (7) Days $ 7,238.63
2. Turning Movement Counts - Three (3) $ 118,079.70
Days
3. Field Inventory $ 8,754.08
4. Intersection Analysis $ 14,748.40
5. Arterial Analvsis $ 10,037.76
6. Controller Timinqs $ 8,108.24
TOTAL FEE (Total Items 1-6) $166,966.81
B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid
to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll
related costs and fringe benefits, all in accordance with and not in excess of the rates set
forth in the Attachment I to this Schedule B.
B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time
records, and any other documentation reasonably required by OWNER, regarding
CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and
approved by OWNER.
B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees
to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the
services to be provided. 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
B-1
provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or
Additional Services without OWNER'S prior written approval.
B.2.5. 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.2.6 Notwithstanding anything in this 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:
8.3.1. 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 and Reimbursable Expenses 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 the Project name and shall not be submitted more than one time monthly.
B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the
applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage
Owner has determined CONSULTANT has completed such task as of that particular
monthly billing.
B.3.4 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.3.5 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.3.5.1 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:
8-2
B.3.5.1.1. Cost for reproducing documents that exceed the number of documents
described in this Agreement and postage and handling of Drawings and
Specifications.
B.3.5.1.2. 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.3.5.1.3. Permit Fees required by the Project.
B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved
in advance and in writing by OWNER.
B.3.5.1.5 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.3.5.2 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
RATE SCHEDULE
BASIS OF COMPENSATION
Principal - Project Manager $180.00/hr
Traffic Operations Engineer $100.19/hr
Traffic Operations Supervisor $118.83/hr
Traffic Engineer $78.75/hr
Data Collection Manager $72.12/hr
Data Collection Specialist $64.89/hr
Field Technician $47.32/hr
Clerical $52.42/hr
B-4
SCHEDULE C
PROJECT MILESTONE SCHEDULE
Schedule is based on number of days from issuance of NTP (assuming March 1, 2010 NTP)
Task 1: Approach Counts - fourteen is the
Number of count locations
90 days (completed in May 2010)
Task 2: Turning Movement Counts - three (3) Days 120 days (conducted in May 2010)
(three days includes one week day, one Saturday and one Sunday
Task 3: Field Inventory 120 days
Task 4: Intersection Analysis
120 days
Task 5: Arterial Analysis
150 days
Task 6: Controller Timings
180 days
C-I
SCHEDULE D
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
the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT
0-1
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? l 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
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER and the
policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be maintained
where applicable to the completion of the work.
_ Applicable
X Not Applicable
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
1)-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
~ $1,000,000 each claim and in the aggregate
D-6
_ $2,000,000 each claim and in the aggregate
_ $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.
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
0-8
..----,
~Rd CERTIFICATE OF LIABILITY INSURANCE I DATE (MMfDDIYYYY)
OP 10 RJ 03/02/10
ALBEC-1
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Winter-Dent & Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
101 E. McCarty Street HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 1046 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Jefferson City MO 65102-1046 jlNSURERS AFFORDING COVERAGE
Phone: 573-634-2122 Fax:573-636-7500 NAIC#
INSURED ~SURER A: General Casualty Co. of WI 24414
~SURER B: American Zurich Insurance Co
Albeck Gerken, Inc. INSURER C' Travalers Casualty 0; Surety Co
1911 N US 3019 suite 410 INSURER 0'
Tampa FL 3361
, INSURER E:
COVERAGES
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 ~y 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
- .- --- --rpOLJ1T EFFEctl~~ POLlf{;.EXPIRATI(jyf--~-
LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MMIDDfYYYY DATE MMlDDfYYYY LIMITS
GENERAL LIABILITY EACH OCCURRENCE S 1000000
- 01/24/10 01/24/11 PREMISES (Ea occu~~nce)
A X ~ COMMERCIAL GENERAL LIABILITY CCI0675732 S 300000
- :=J CLAIMS MADE D OCCUR MED EXP (Anyone person) .10000
PERSONAL & ADV INJURY S 1000000
GENERAL AGGREGATE S 2000000
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG S 2000000
II . !Xl PRO- n
POLICY X JECT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
- S 1000000
A ~ ANY AUTO CBA0675731 01/24/10 01/24/11 (Eaaccident)
ALL OWNED AUTOS I BOOlL Y INJURY
- .
SCHEDULED AUTOS I (Per person)
-
~ HIRED AUTOS
BODfL Y INJURY S
~ NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE .
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT .
~ ANY AUTO OTHER THAN EA ACC .
AUTO ONLY AGG .
EXCESS I UMBRELLA LIABIL.ITY I EACH OCCURRENCE .
~ OCCUR D CLAIMS MADE I AGGREGATE .
.
~ ~EOUCTIBLE I .
RETENTION . .
WORKERS COMPENSATION X ITaR/LIMITS I IUEFt
AND EMPLOYERS' LIABILITY YIN
B ANY PROPRIETOR/PARTNER/EXECUTIVD WC 003367705-1 01/24/10 01/24/11 EL EACH ACCIDENT .500000
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH) EL. DISEASE -- EA EMPLOYEE .500000
g~Etlttsp~~VIS1oNS below EL. DISEASE - POLICY LIMIT .500000
OTHER
C Professional Liab 105396712 01/24/10 01/24/11 Per Claim 2000000
$10000 DED PER CLAI to! Aqqreqate 2000000
DESCRIPTION OF OPERATIONS { LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Project: #10-5359: Traffic Signal Retiming Coordination -- ARRA Grants
Funded by the US Department of Energy.
Collier County, FL is additional insured under the General Liability
(ongoing operations) per written contract.
CERTIFICATE HOLDER CANCELLATION
Collier County, FL
Purchasing Department
3301 Tamiami Trail East
ales FL 34112
ACORD 25 (2009/01)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLI12 DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAlL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOL.DER 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.
THORIZEr=E~
@1988-2009ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
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
This Certificate of Insurance 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 (2009/01)
SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Albeck Gerken, 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 Traffic Signal Retiming Coordination are
accurate, complete and current as of the time of contracting.
Albeck Gerken, Inc.
~'~v1
.~ kJ ..J..JIL.
BY:
TITLE:
S<'-U~N7 "&<te.<;vve.r
DATE:
(Ylo..,..c..t" 4) z.o 10
E-I
SCHEDULE F
KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS
Cateqorv Name Percentaqe of Workload
Principal - Project Manager Jeff Gerken 3%
Traffic Operations Engineer Patrick O'Connor 12%
Traffic Operations Engineer Bryan Guy 1%
Traffic Operations Engineer Anthony Nanwani 7%
Traffic Operations Supervisor Helmuth Arens 11%
Traffic Engineer Rodney Zayas 5%
Data Collection Manager Helmut Arens, Sr. 4%
Data Collection Specialist Michael Cox 4%
Subconsultant
Florida Transportation Engineering, Inc. (FTE)
10% (estimated)
1'-1
EXHffiIT I-A
Funded by tbe US Department of Energy
Energy Efficiency and Conservation Block Grant Program
Grant Requirements
It is the intent of the County, whenever feasible, to use this agreement for the design, planning and/or
execution of projects funded by County, and/or public and/or private granting agencies. The
purchase of all goods and services that are funded through Federal and/or State Grant
Appropriations shall be subject to the compliance and reporting requirements of the Federal/State
Granting Agency.
1. Debarment and Suspension (E. 0. s 12549 and 12689)- Contract awards that exceed the
small purchase threshold and certain other contract awards shall not be made to parties listed on the
non procurement portion of the General Services Administration's List of parties Excluded from
Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689,
"Debarment and Suspension." This list contains the names of parties debarred, suspended, or
otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory
authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold
shall provide the required certification regarding its exclusion status and that of its principals.
Vendors submitting proposals for this purchase must attest that they, and their subcontractors and
partners, are not excluded from receiving Federal contracts, certain subcontracts, and certain
Federal financial and nonfinancial assistance and benefits, pursuant to the provisions of 31 U.S.C.
6101, note, E.G. 12549, E.O. 12689, 48 CFR 9.404, and each agency's codification of the Common
Rule for Nonprocurement suspension and debarment. Contractors debarment and suspension
status will be validated at the Federal Excluded Parties List System at: https://www.epls.qov/ and the
State of Florida at http://dms.mvflorida.com/
business_ operations/state_purchasing/vendoUnformation.
2. American Recovery and Reinvestment Act of 2009 (ARRA) Special Terms and Conditions:
The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted
to preserve and create jobs and promote economic recovery, assist those most impacted by the
recession, provide investments needed to increase economic efficiency by spurring technological
advances in science and health, invest in transportation, environmental protection, and other
infrastructure that will provide long-term economic benefits, stabilize State and local government
budgets, in order to minimize and avoid reductions in essential services and counterproductive State
and local tax increases (http://www.recoverv.qov/?q=content/act)
a. Reqistration: Section 1512 provides that first tier Contractors of ARRA funds must register
with Central Contractor Registration database (CCR). CCR registration can be completed at
http://www.ccr.qov. CCR registration must be completed before to issuance of a Notice to Proceed.
Registration must be obtained during the life of the grant funded contract.
b. Reporting: Federal reporting on projects funded by the American Recovery and Reinvestment Act of
2009 (ARRA), requires vendors to report their Dun and Bradstreet number (DUNS). Vendors who do not
know their DUNS number may receive more information through www.dnb.com and select "0 & B D-U-N-S
Number." A DUNS number request takes approximately 30 days to receive and there is no cost. Vendors will
need this number if they are awarded a project with ARRA funds by Collier County prior to issuance of a
Notice to Proceed. This number must be maintained through the life of the grant funded contract. Depending
on the contract amount and annual gross revenues in Federal awards, vendors may also need to report the
names and compensation of the five most highly compensated officers of the company. A DUNS number is
one of the requirements for registration in the Central Contractor Registration. In addition, the vendor shall
provide any required data such as but not limited to number of jobs created to adhere to the reporting
requirements of ARRA funding by the deadlines the Connty establishes.
I-A-]
3. Buy American: Section 1605(a) of the Recovery Act directs that, subject to certain exceptions,
no funds appropriated or otherwise made available for a project may be used for the purchase of
equipment and products, construction, alteration or repair of a public building or public work unless all
the iron, steel and manufactured goods used are produced in the United States. The law covers
Recovery Act-funded federal contracts as well as Recovery Act-funded state and local public works
projects.
4. Contracting with small and minority firms, women's business enterprise and labor surplus area
firms. (1) The vendor will take all necessary affirmative steps to assure that minority firms, women's
business enterprises, and labor surplus area firms are used when possible. (2) Affirmative steps
shall include: (i) Placing qualified small and minority businesses and women's business enterprises
on solicitation lists; (ii) Assuring that small and minority businesses, and women's business
enterprises are solicited whenever they are potential sources; (iii) Dividing total requirements, when
economically feasible, into smaller tasks or quantities to permit maximum participation by small and
minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the
requirement permits, which encourage participation by small and minority business, and women's
business enterprises; (v) Using the services and assistance of the Small Business Administration,
and the Minority Business Development Agency of the Department of Commerce; and
5. Equal Employment Opportunity -All contracts shall contain a provision requiring compliance
with E.O. 11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by
regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor."
6. Copeland "Anti-Kickback" Act (18 US.C. 874 and 40 US.C. 276c) -All contracts and subgrants
in excess of $2000 for construction or repair awarded by recipients and subrecipients shall include a
provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as supplemented by
Department of Labor regulations (29 CFR part 3, "Contractors and Subcontractors on Public Building
or Public Work Financed in Whole or in part by Loans or Grants from the United States"). The Act
provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any
person employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he is otherwise entitled. The recipient shall report all suspected or reported
violations to the Federal awarding agency.
7. Davis-Bacon Act, as amended (40 US.C. 276a to a-7) - Section 1606 of the Recovery Act
requires that all laborers and mechanics employed by contractors and subcontractors on projects
funded directly by or assisted in whole or in part by and through the Federal Government pursuant to
the Recovery Act shall be paid wages at rates not less than those prevailing on projects of a
character similar in the locality as determined by the Secretary of Labor in accordance with
subchapter IV of chapter 31 of title 40, United States Code. When required by Federal program
legislation, all construction contracts awarded by the recipients and subrecipients of more than $2000
shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as
supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions
Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act,
contractors shall be required to pay wages to laborers and mechanics at a rate not less than the
minimum wages specified in a wage determination made by the Secretary of Labor. In addition,
contractors shall be required to pay wages not less than once a week. The recipient shall place a
copy of the current prevailing wage determination issued by the Department of Labor in each
solicitation and the award of a contract shall be conditioned upon the acceptance of the wage
determination. The recipient shall report all suspected or reported violations to the Federal awarding
agency. Prevailing wages are available at the US Department of Labor's site
http://www.qpo.qov/davisbacon/ fl/html.
I-A-2
8. Contract Work Hours and Safety Standards Act (40 US.C. 327-333) -Where applicable, all
contracts awarded by recipients in excess of $2000 for construction contracts and in excess of $2500
for other contracts that involve the employment of mechanics or laborers shall include a provision for
compliance with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40
U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under
section 102 of the Act, each contractor shall be required to compute the wages of every mechanic
and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work
week is permissible provided that the worker is compensated at a rate of not less than 11/2times the
basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act
is applicable to construction work and provides that no laborer or mechanic shall be required to work
in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These
requirements do not apply to the purchases of supplies or materials or articles ordinarily available on
the open market, or contracts for transportation or transmission of intelligence.
9. Rights to Inventions Made Under a Contract or Agreement -Contracts or agreements for the
performance of experimental, developmental, or research work shall provide for the rights of the
Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401,
"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government
Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the
awarding agency.
10. Clean Air Act (42 US.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 US.C.
1251 et seq.), as amended -Contracts and subgrants of amounts in excess of $100,000 shall
contain a provision that requires the recipient to agree to comply with all applicable standards, orders
or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
11. Byrd Anti-Lobbying Amendment (31 US. C. 1352)- Contractors who apply or bid for an award of
$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not
and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose
any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the recipient.
12. Access to Records - With respect to each financial assistance agreement awarded utilizing at
least some of the funds appropriated or otherwise made available by the American Recovery and
Reinvestment Act of 2009, Pub. L. 111-5, any representative of an appropriate inspector general
appointed under section 3 or 8G of the Inspector General Act of 1988 (5 U.S.C. App.) or of the
Comptroller General is authorized -- (1) to examine any records of the contractor or grantee, any of
its subcontractors or subgrantees, or any State or local agency administering such contract that
pertain to, and involve transactions that relate to, the subcontract, subcontract, grant, or subgrant;
and (2) to interview any officer or employee of the contractor, grantee, subgrantee, or agency
regarding such transactions.
13. Protecting State and Local Government and Contractor Whistleblowers. - The requirements of
Section 1553 of the Act are summarized below. They include, but are not limited to: Prohibition on
Reprisals: An employee of any non-Federal employer receiving covered funds under the American
Recovery and Reinvestment Act of 2009, Pub. L. 111-5, may not be discharged, demoted, or
otherwise discriminated against as a reprisal for disclosing, including a disclosure made in the
ordinary course of an employee's duties, to the Accountability and Transparency Board, an inspector
general, the Comptroller General, a member of Congress, a State or Federal regulatory or law
enforcement agency, a person with supervisory authority over the employee (or other person working
I-A-}
for the employer who has the authority to investigate, discover or terminate misconduct), a court or
grant jury, the head of a Federal agency, or their representatives information that the employee
believes is evidence of: - gross management of an agency contract or grant relating to covered
funds; - a gross waste of covered funds; - a substantial and specific danger to public health or safety
related to the implementation or use of covered funds; - an abuse of authority related to the
implementation or use of covered funds; or - as violation of law, rule, or regulation related to an
agency contract (including the competition for or negotiation of a contract) or grant, awarded or
issued relating to covered funds. Agency Action: Not later than 30 days after receiving an inspector
general report of an alleged reprisal, the head of the agency shall determine whether there is
sufficient basis to conclude that the non-Federal employer has subjected the employee to a
prohibited reprisal. The agency shall either issue an order denying relief in whole or in part or shall
take one or more of the following actions: - Order the employer to take affirmative action to abate the
reprisal. - Order the employer to reinstate the person to the position that the person held before the
reprisal, together with compensation including back pay, compensatory damages, employment
benefits, and other terms and conditions of employment that would apply to the person in that
position if the reprisal had not been taken. - Order the employer to pay the employee an amount
equal to the aggregate amount of all costs and expenses (including attorneys' fees and expert
witnesses' fees) that were reasonably incurred by the employee for or in connection with, bringing the
complaint regarding the reprisal, as determined by the head of a court of competent jurisdiction.
Nonenforceability of Certain Provisions Waiving Rights and remedies or Requiring Arbitration:
Except as provided in a collective bargaining agreement, the rights and remedies provided to
aggrieved employees by this section may not be waived by any agreement, policy, form, or condition
of employment, including any predispute arbitration agreement. No predispute arbitration agreement
shall be valid or enforceable if it requires arbitration of a dispute arising out of this section.
Requirement to Post Notice of Rights and Remedies: Any employer receiving covered funds under
the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, shall post notice of the rights
and remedies as required therein. (Refer to section 1553 of the American Recovery and
Reinvestment Act of 2009, Pub. L. 111-5, www.Recovery.gov, for specific requirements of this
section and prescribed language for the notices.).
[-AA