#05-3792 (de la Parte & Gilbert, PA)
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FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA
and
de la PARTE & GILBERT, P.A.
CONTRACT #05-3792
FIXED TERM UTILITY SPECIALIZED LEGAL SERVICES
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Contract 05-3792
Fixed Term Utility Specialized Legal Services
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this ~day of ~+I2.\....JQ.1.-V-
2005, 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 de la Parte & Gilbert, P.A., authorized to do business in the State of
Florida, whose business address is 101 E. Kennedy Boulevard, Suite 3400, Post Office
Box 2350, Tampa, Florida
33601-2350 (hereinafter referred to as the
"CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
utility specialized legal services expeditiously when a need arises in connection with
a Collier County construction project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive
Negotiation Act), makes provisions for a fixed term contract with a firm to provide
professional services to a political subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional utility
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specialized legal services on a fixed term basis as directed by OWNER for such
projects and tasks as may be required from time to time by OWNER.
NOW, THEREFORE, in consideration of the mutual covenants and provIsions
contained herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter
provided, CONSULTANT shall provide to OWNER professional utility specialized
legal services (hereinafter the "Services") as herein set forth. The term "Services"
includes all Additional Services authorized by written Amendment as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall
be in conformance with the scope of services, which shall be described in a Work Order
issued pursuant to the procedures described herein. The form of the Work Order is set
forth in attached Schedule A. Reference to the term "Work Order" herein, with respect
to authorization of Services, includes all written Amendments to any particular Work
Order. CONSULTANT acknowledges and agrees that each individual Work Order shall
not exceed $90,000 unless otherwise approved in writing by the Board of County
Commissioners, and that the total initial compensation for all Work Orders issued under
this Agreement shall not exceed $500,000 annually, unless otherwise approved in
writing by the Board of County Commissioners of Collier County.
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1.2.1 All Services must be authorized in writing by OWNER in the form of a
Work Order. CONSULTANT shall not provide any Services to OWNER unless and to
the extent they are required in a written Work Order. Any Services provided by
CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and
OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to
provide pursuant to the terms of this Agreement, OWNER shall request a proposal from
CONSULTANT for such Services, said proposal to be in compliance with the terms of
this Agreement. If the parties reach an agreement with respect to such Services,
including, but not limited to the scope, compensation and schedule for performance of
those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties
are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to
promptly provide the Services required thereby, in accordance with the terms of this
Agreement and the subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and
frequency of the Services shall be determined solely by OWNER and that OWNER
does not represent or guarantee unto CONSULTANT that any specific amount of
Services will be requested or required of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER
under this Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in
Collier County, Florida, including, but not limited to, all licenses required by the
respective state boards and other governmental agencies responsible for regulating and
licensing the professional Services to be provided and performed by the CONSULTANT
pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder
relate to a professional service which, under Florida Statutes, requires a license,
certificate of authorization or other form of legal entitlement to practice such Services, it
shall employ and/or retain only qualified personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Edward de la Parte, Jr. as its Principal in
Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind
and obligate CONSULTANT on all matters arising out of our relating to this Agreement.
In each Work Order CONSULTANT will designate a qualified licensed professional to
serve as CONSULTANT'S project coordinator for the Services to be provided under that
Work Order (hereinafter referred to as the "Project Coordinator"). The Project
Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be
provided and performed under the Work Order. Further, the Project Coordinator has full
authority to bind and obligate the CONSULTANT on all matters arising out of or relating
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to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the
services to be provided and performed by the CONSULTANT under the Work Order.
CONSULTANT further agrees that the Principal in Charge and Project Coordinators
shall not be removed by CONSULTANT without OWNER'S prior written approval, and if
so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from Owner to promptly remove and replace the Principal in Charge or any
Project Coordinator, or any other personnel employed or retained by the
CONSULTANT, or any subconsultants or subcontractors or any personnel of any such
subconsultants or subcontractors engaged by the CONSULTANT to provide and
perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any
personnel so removed must be immediately replaced with a person acceptable to
OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and
experience in the type of professional utility specialized legal services that will be
required under this Agreement. The CONSULTANT agrees that all services to be
provided by CONSULTANT pursuant to this Agreement shall be subject to the
OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with
all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of
any governmental agencies, including the Florida Building Code where applicable,
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which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to
deliver complete and accurate documents necessary for successful completion of the
Services required under the subject Work Order.
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.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
If authorized in writing by Owner through a Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope,
compensation and schedule for Additional Services shall be set forth in the Change
Order authorizing those Additional Services. With respect to the individuals with
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authority to authorize Additional Services under this Agreement, such authority will be ..
as established in OWNER'S Administrative Procedures in effect at the time such
services are authorized. Except in an emergency endangering life or property, any
Additional Services must be approved in writing via a Change Order to the subject Work
Order prior to starting such services. OWNER will not be responsible for the costs of
Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of
any claim by CONSULTANT for such Additional Services and (ii) an admission by
CONSULTANT that such Work is not additional but rather a part of the Services
originally required of CONSULTANT under the subject Work Order. If OWNER
determines that a change in a Work Order is required because of the action taken by
CONSULTANT in response to an emergency, a Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to OWNER of the emergency within forty-eight (48) hours
from when CONSULTANT knew or should have know of its occurrence. Failure to
provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S
right it otherwise may have had to seek an adjustment to its compensation or time of
performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to
act as OWNER'S representative with respect to the Services to be rendered under the
Work Order (hereinafter referred to as the "Project Manager"). The Project Manager
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shall have authority to transmit instructions, receive information, interpret and define
OWNER'S policies and decisions with respect to CONSULTANT'S Services under the
Work Order. However, the Project Manager is not authorized to issue any verbal or
written orders or instructions to the CONSULTANT that would have the effect, or be
interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the
CONSULTANT as set forth in the Work Order; or
(b) The amount of compensation the OWNER IS obligated or
committed to pay the CONSULTANT as set forth in the Work
Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests
submitted by the CONSULTANT for payment for services and work
provided and performed in accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as
to OWNER'S requirements for the Services specified in the Work
Order, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by
placing at CONSULTANT'S disposal all available information in the
OWNER'S possession pertinent to the Services specified in the
Work Order; and
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(d) 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 4
TIME
4.1 Each Work Order shall have a time schedule ("Schedule") for the performance of
the Services required under the subject Work Order. Said Schedule shall be in a form
and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall
be commenced, performed and completed in accordance with the Work Order and the
Schedule. Time is of the essence with respect to the performance of the Services
under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion
of the Services as a result of unforeseeable causes beyond the control of
CONSULTANT, and not due to its own fault or neglect, including but not restricted to
acts of nature or of public enemy, acts of government or of the OWNER, fires, floods,
epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify
OWNER in writing within five (5) working days after commencement of such delay,
stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption,
interference, inefficiency, suspension or delay in the commencement or progress of
CONSULTANT'S Services from any cause whatsoever, including those for which
OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty
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to perform or give rise to any right to damages or additional compensation from
OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an
extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For
Delay" provision. This paragraph shall expressly apply to claims for early completion,
as well as claims based on late completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any
of the Services to be provided hereunder in a timely manner, in addition to any other
rights or remedies available to the OWNER hereunder, the OWNER at its sole
discretion and option may withhold any and all payments due and owing to the
CONSULTANT under this Agreement (including any and all Work Orders) until such
time as the CONSULTANT resumes performance of its obligations hereunder in such a
manner so as to reasonably establish to the OWNER'S satisfaction that the
CONSULTANT'S performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to
continue performing Work under any particular Work Order or any payment issued by
OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may
have against CONSULTANT for delay or any other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement
through one (1) year from that date, or until such time as all outstanding Work Orders
issued prior to the expiration of the Agreement period have been completed. This
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Agreement may be renewed for an additional three (3) years, renewable annually. Any
such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the
OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in
each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each
calendar month, or as specified in the Work Order, a comprehensive and itemized
statement of charges for the Services performed and rendered by CONSULTANT
during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period.
The monthly statement shall be in such form and supported by such documentation as
may be required by OWNER. All such statements shall be on CONSULTANT'S
letterhead and shall indicate the Agreement Number, Work Order Number, Purchase
Order Number and Project Site description (if any).
5.2 The compensation (whether based upon a negotiated lump sum, time and
materials, hourly with a cap or some other agreed to format) contained in each separate
Work Order shall be based on the hourly rates as set forth and identified in Schedule B
which is attached hereto, for the time reasonably expended by CONSULTANT'S
personnel in performing the Services. The Rate Schedule shall be updated by mutual
agreement on an annual basis, in conjunction with the annual renewal of this
Agreement provided for in paragraph 4.6 above, as directed by OWNER.
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5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and
reasonable reimbursable expenses incurred or paid by CONSULTANT in connection
with CONSULTANT'S performance of the Services, at its direct cost with no markup, to
the extent such reimbursement is permitted in the Work Order and in accordance with
Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred
by the CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in
connection with each Work Order, except for local travel within Collier or
Lee Counties, as provided in Section 112.061, F.S., and all Contract-
related mileage for trips that are from or to destinations outside of Collier
or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the
number of documents described in this Agreement and postage and
handling of Drawings and Specifications, including duplicate sets at the
completion of each Work Order for the OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates
approved in advance and in writing by OWNER.
5.2.2.4.
Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having
jurisdiction over the Work Order required under the applicable Work
Order.
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5.2.2.6 Other items on request and approved in writing by the
OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before
incurring any of the aforesaid reimbursable expenses, and absent such prior approval,
no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of
the Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may
request that CONSULTANT in writing advise OWNER of (i) the estimated time of
CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be
specified in the Work Order; and (ii) the estimated charge to OWNER for the
reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply
such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor
to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be
limited to a maximum markup of 5% on the fees and expenses associated with such
subconsultants and subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or
the Work Order shall be made upon presentation of the CONSULTANT'S itemized
invoice approved by OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized
accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents,
drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by
or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER
shall specify whether the originals or copies of such Project Documents are to be
delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs
associated with delivering to OWNER the Project Documents. CONSULTANT, at its
own expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring
OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER
a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use
with respect to the applicable authorized project or task. CONSULTANT warrants to
OWNER that it has full right and authority to grant this license to OWNER. Further,
CONSULTANT consents to OWNER'S use of the Project Documents to complete the
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subject project or task following CONSULTANT'S termination for any reason or to
perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such
use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which
concern or reflect the Services hereunder. The records and documentation will be
retained by CONSULTANT for a minimum of five (5) years from (a) the date of
termination of this Agreement or (b) the date the Work Order is completed, whichever is
later, or such later date as may be required by law. OWNER, or any duly authorized
agents or representatives of OWNER, shall, free of charge, have the right to audit,
inspect and copy all such records and documentation as often as they deem necessary
during the period of this Agreement and during the five (5) year period noted above, or
such later date as may be required by law; provided, however, such activity shall be
conducted only during normal business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records,
which CONSULTANT agrees to keep and maintain, from day to day, showing the time
expended by each principal and employee of CONSULTANT in performing the Services
and therein specifying the services performed by each, with all such time records to be
kept within one-half of an hour. At the request of OWNER, or as specified in the Work
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Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as
well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any
reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and
hold harmless OWNER, its officers and employees from any and all liabilities, damages,
losses and costs, including, but not limited to, reasonable attorneys' fees and
paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of CONSULTANT or anyone employed or utilized by the
CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which
otherwise may be available to an indemnified party or person described in this
paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under
the Contract Documents, insurance of the types and in the amounts described herein
and further set forth in Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do
business in the State of Florida.
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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,
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, and the "Other Insurance"
provisions of any policies obtained by CONSULTANT shall not apply to any insurance
or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida,
and shall be construed in accordance with the laws of the State of Florida.
9.3.6 All insurance policies to be provided by CONSULTANT pursuant to the
terms hereof must expressly state that the insurance company will accept service of
process in Collier County, Florida and that the exclusive venue for any action
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concerning any matter under those policies shall be In the appropriate state court
situated in Collier County, 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.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S
own staff, unless otherwise authorized in writing by the OWNER. The employment of,
contract with, or use of the services of any other person or firm by CONSULTANT, as
independent consultant or otherwise, shall be subject to the prior written approval of the
OWNER. No provision of this Agreement shall, however, be construed as constituting
an agreement between the OWNER and any such other person or firm. Nor shall
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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 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 terms this
Agreement and any subsequently issued Work Order, and to assume toward the
CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this
Agreement and any subsequently issued Work Order, assumes toward the OWNER.
Each subconsultant or subcontract agreement shall preserve and protect the rights of
the OWNER under this Agreement, and any subsequently issued Work Order, with
respect to the Services to be performed by the subconsultant or subcontractor so that
the subconsulting or subcontracting thereof will not prejudice such rights. Where
appropriate, the CONSULTANT shall require each subconsultant or subcontractor to
enter into similar agreements with its sub-subconsultants or sub-subcontractors.
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10.3 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 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any
Work Order shall constitute a full waiver of any and all claims, except for insurance
company subrogation claims, by it against OWNER arising out of the Work Order or
otherwise related to those Services, and except those previously made in writing in
accordance with the terms of this Agreement and identified by CONSULTANT in its final
invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of
any of OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of
CONSULTANT. It is agreed that either party hereto shall at any and all times have the
right and option to terminate this Agreement by giving to the other party not less than
thirty (30) days prior written notice of such termination. Upon this Agreement being so
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terminated by either party hereto, neither party hereto shall have any further rights or
obligations under this Agreement subsequent to the date of termination, except that
Services specified to be performed under a previously issued Work Order, shall proceed
to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and
such default will be considered cause for OWNER to terminate this Agreement and any
Work Orders in effect, in whole or in part, as further set forth in this section, for any of
the following reasons: (a) CONSULTANT'S failure to begin Services under any
particular Work Order within the times specified under that Work Order, or (b)
CONSULTANT'S failure to properly and timely perform the Services to be provided
hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S
principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws,
ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to
perform or abide by the terms and conditions of this Agreement and any Work Orders in
effect, or (f) for any other just cause. The OWNER may so terminate this Agreement
and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven
(7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1
above, it is determined for any reason that CONSULTANT was not in default, or that its
default was excusable, or that OWNER otherwise was not entitled to the remedy
against CONSULTANT provided for in paragraph 12.2, then the notice of termination
given pursuant to paragraph 12.2 shall be deemed to be the notice of termination
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provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER
shall be the same as and be limited to those afforded CONSULTANT under paragraph
12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of
paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and
any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar
days written notice to CONSULTANT. In the event of such termination for convenience,
CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee
earned through the date of termination, for any Work Orders so cancelled, together with
any retainage withheld and any costs reasonably incurred by CONSULTANT that are
directly attributable to the termination, but CONSULTANT shall not be entitled to any
other or further recovery against OWNER, including, but not limited to, anticipated fees
or profits on Services not required to be performed. CONSULTANT must mitigate all
such costs to the greatest extent reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to
the OWNER all original papers, records, documents, drawings, models, and other
material set forth and described in this Agreement, including those described in Section
6, that are in CONSULTANT'S possession or under its control arising out of or relating
to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services
to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2)
calendar days prior written notice of such suspension. If all or any portion of the
- 22 -
16C7
Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and
exclusive remedy shall be to seek an extension of time to its schedule in accordance
with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or
such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise
persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT
under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to
cure such default within fourteen (14) days of receiving written notice of same from
CONSULTANT, then CONSULTANT may stop its performance under the subject Work
Order until such default is cured, after giving OWNER a second fourteen (14) days
written notice of CONSULTANT'S intention to stop performance under the applicable
Work Order. If the Services are so stopped for a period of one hundred and twenty
(120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons
performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to
OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not
cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice,
CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER,
terminate the subject Work Order and recover from the Owner payment for Services
performed through the termination date, but in no event shall CONSULTANT be entitled
to payment for Services not performed or any other damages from Owner.
- 23 -
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
16C7
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT,
to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to
pay any person, company, corporation, individual or firm, other than a bona fide
employee working solely for CONSULTANT, any fee, commission, percentage, gift or
any other consideration contingent upon or resulting from the award or making of this
Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached
hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT'S services to be
provided under this Agreement and each subsequent Work Order issued hereafter, if
any, are accurate, complete and current at the time of the Agreement or such
subsequent Work Order. The CONSULTANT agrees that the original price as set forth
in each subsequent issued Work Order, if any, and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the price as
set forth in the Work Order was increased due to inaccurate, incomplete, or non-current
wage rates and other factual unit costs. All such adjustments shall be made within one
(1) year following the end of the subject Work Order.
- 24-
16Ci
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no
interest, either direct or indirect, which would conflict in any manner with the
performance of Services required hereunder. CONSULTANT further represents that no
persons having any such interest shall be employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either
party unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax,
or by United States Postal Service Department, first class mail service, postage prepaid,
addressed to the following OWNER'S address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Building G
3301 Tamiami Trail East
Naples, FI. 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
- 25-
16C:
16.1 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:
Edward de la Parte, Jr.
de la Parte & Gilbert, P.A.
100 E. Kennedy Boulevard, Suite 3400
Post Office Box 2350
Tampa, Florida 33601-2350
Telephone: 813-229-2775
Fax: 813-229-2712
Attn: Edward de la Parte, Jr.
16.2 Either party may change its address of record by written notice to the
other party given in accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
16.3 CONSULTANT, in representing OWNER, shall promote the best interests
of OWNER and assume towards OWNER a duty of the highest trust, confidence,
and fair dealing.
16.4 No modification, waiver, suspension or termination of the Agreement or of
any terms thereof shall impair the rights or liabilities of either party.
16.5 This Agreement is not assignable, or otherwise transferable in whole or in
part, by CONSULTANT without the prior written consent of OWNER.
26
16Ci
17.4 Waivers by either party of a breach of any provision of this Agreement shall not
be deemed to be a waiver of any other breach and shall not be construed to be a
modification of the terms of this Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in
this Agreement are for the purpose of convenience only and shall not be deemed to
expand, limit or change the provisions in such Articles, Schedules, Parts and
Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto,
constitutes the entire agreement between the parties hereto and shall supersede,
replace and nullify any and all prior agreements or understandings, written or oral,
relating to the matter set forth herein, and any such prior agreements or understanding
shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of
the parties shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same
instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
- 27-
16C
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the
State of Florida, and by such laws, rules and regulations of the United States as made
applicable to Services funded by the United States government. Any suit or action
brought by either party to this Agreement against the other party relating to or arising
out of this Agreement must be brought in the appropriate federal or state courts in
Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/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 D. CONSULTANT'S
- 28-
16C i
compensation as set forth in each subsequently issued Work Order, if any, shall be
adjusted to exclude any sums by which OWNER determines the compensation was
increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit
costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has
been informed by OWNER of and is in compliance with the terms of Section
287.133(2)(a) of the Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted
vendor list following a conviction for a public entity crime
may not submit a bid, proposal, or reply on a contract to
provide any goods or services to a public entity; may not
submit a bid, proposal, or reply on a contract with a public
entity for the construction or repair of a public building or
public work; may not submit bids, proposals, or replies on
leases of real property to a public entity, may not be
awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity
in excess of the threshold amount provided in s. 287.017 for
CATEGORY TWO for a period of 36 months following the
date of being placed on the convicted vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to
resolve disputes between the parties, the parties shall make a good faith effort to
resolve any such disputes by negotiation. The negotiation shall be attended by
representatives of CONSULTANT with full decision-making authority and by OWNER'S
staff person who would make the presentation of any settlement reached during
negotiations to OWNER for approval.
Failing resolution, and prior to the
- 29 -
16C
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.
IN WITNESS WHEREOF, the parties hereto have executed this Professional
Services Agreement for Fixed Term Utility Specialized Legal Services the day and
year first written above.
ATTEST:
" ~'_i~' . C '),1,
':}-(>' ': "".~~,,\
bwigl1trJE.: ar()ck~~Clerk
'~ey: '&.u:~,:~~O.(.
. .' r;.I"'~' ~. at ataa' 1raan . s
" .,,,,,.~. onl .
Date:., ,,"' .1
'q~'\(o~
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: ~W. ~
Fred Coyle, Chairman
Approved as to form and
legal suff" cy: /I
~
Robert Zach
Assistant County Attorney
Item# \ f.9{1
Agenda q -l31:f5
Date
- 30 -
Date r\ _1'_
Rec'd '-"1 u.>
~
Clerk
(.
jj a i{ 11 f&1-
Witness
~
31
16 C 7~
de la Parte & Gilbert. P .A.
c: ~ f\ n O~ _-+-
By: ~~J (Jl;) k '-~./1
Edward P. de la Parte, Jr., Vice Pres.
Typed Name and Title
16Ci
SCHEDULE A
WORK ORDER #
Agreement for Fixed Term Utility Specialized Legal Services
Contract #05-3792
Dated:
This Work Order is for professional utility specialized legal services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated ,200_ which is attached hereto and made a part of this
Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order
# is assigned to: de la Parte & Gilbert, P.A
Scope of Work: As detailed in the attached proposal and the following:
* Task I
* Task II
* Task III
- describe task
Schedule of Work: Complete work within number days from receipt of the Notice to Proceed which
is accompanying this Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the
Firm in accordance with following method(s): _Negotiated Lump Sum_Lump Sum Plus
Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed
Fee, as provided in the attached proposal.
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and
charged according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
name and title
Date
APPROVED BY:
dept. director; dept. name
Date
APPROVED BY:
division administrator
Date
ACCEPTED BY:
A-1
company name
Signature of Authorized Company Officer
Type or Print Name and Title
A-2
16Ci
Date
SCHEDULE B
Collier County Fee Schedule
RFP 05-3792
"Fixed Term Utility Specialized Legal Services"
Professional Hourlv Fee
Edward de la Parte, Jr. $225.00
Other Shareholders $190.00
Associate Attorneys $150.00
Law Clerks $100.00
Paralegals $ 90.00
This list is not intended to be all-inclusive. Hourly rate fees for other categories of
professional, support, and other services shall be mutually negotiated by the County
and the firm on a project-by-project basis as needed.
B-1
16C7
Client#: 7620 3DELAGIL -- .
. CEI ~TIFICA TE OF LIABILITY INSURANCE \ DATE 'M~1b
A CORD", 08/02/0
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
HRH of Tampa ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
4890 W. Kennedy Blvd, Stt .850 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa, FL 33609-1880
813289-6386 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Hartford Casualty 29424
de la Parte & G ilbert, P.A. INSURER B:
Jeff Hansen INSU~=R c:
101 E. Kenned Blvd #3400 INSURER D:
Tampa, FL 33 02 INSURER E:
COVERAGES
THE POLICIES OF INSURANCE ISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT. TERM OR ONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCI AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS HOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR TYPE OF INSURA CE POLICY NUMBER P~l-+~~~~~68,WE Pg~il(~XJ,~~~N LIMITS
A ~NERAL LIABILITY 21SBAK07317 07/27/05 07/27/06 EACH OCCURRENCE $1 000.000
~ 5MERCIAL GENEF ~ABILlTY DAMAGE TO RENTED $300 000
P n
_ CLAIMS MADE X OCCUR MED EXP (Anyone person) $10000
PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE $2 000 000
~'L AGGREnE LIMIT PPLlES PER: PRODUCTS. COMP/OP AGG $2.000 000
PRO- nLOC
POLICY JECT
A ~TOMOBILE LIABILITY 21SBAK07317 07/27/05 07/27/06 COMBINED SINGLE LIMIT
ANY AUTO (Ea accident) $1,000,000
I--
~ ALL OWNED AUTOS BODILY INJURY
(Per person) $
>-- SCHEDULED AUTOS
~ HIRED AUTOS BODILY INJURY
$
~ NON-OWNED AUTOS (Per accident)
I-- PROPERTY DAMAGE $
(Per accident)
~AGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
~ESS/UMBRELLA L1AB ITY EACH OCCURRENCE $
OCCUR D ( AIMS MADE AGGREGATE $
$
==i DEDUCTIBLE $
RETENTION $ $
A WORKERS COMPENSATION AN 21WECEX7167 07/27/05 07/27/06 I WC STATU-, I IOJ~-
EMPLOYERS' LIABILITY $100,000
ANY PROPRIETOR/PARTNER/EX CUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $100,000
If yes, describe under E.L. DISEASE - POLICY LIMIT s500,000
SPECIAL PROVISIONS below
OTHER
DESCRIPTION OF OPERATIONS I LOC TIONS I VEHICLES' EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS
Contract 05-3792 - Fixed 1 erm Utility Specialized Legal Services
Collier County Governmel t is listed as additional insured.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier Count~ Government DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL -3.0- DAYS WRITTEN
3301 E. Tamia ni Trail NOTICE TO THE CERTIFICATE HOLDER NAMED TONt~UT FAILURE TO DO SO SHALL
Naples, FL 34 12 IMPOSE NO OBLIGATION OR LIABILITY' ANY KIN PO HE INSURER. ITS AGENTS OR
REPRESENTATIVES.} .,
AUTHORIZED REPRESENTATll j A fl-?./ ~
ACORD 25 (2001108) 1 of2 #S162514/M162513 t/~rr @ ACORD CORPORATION 1988
C7
IMPORTANT
If the certi icate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed_ A statement
on this ce tificate does not confer rights to the certificate holder in lieu of such endorsement(s)_
If SUBRO A TION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require a endorsement. A statement on this certificate does not confer rights to the certificate
holder in I eu of such endorsement(s).
DISCLAIMER
The Certifi ate of Insurance on the reverse side of this form does not constitute a contract between
the issuin insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmativel or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001/08) 2 of 2
#S162514/M162513
7~
- - -
ACORD~ CERTIFICATE OF LIABILITY INSURANCE OP ID v11 DAJ (""'i I; 7
DELAP-1
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Villari & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
A Division of Brown & Brown, I HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
5900 N Andrews Avenue Suite 40 AL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Ft Lauderdale FL 33309
Phone: 954-453-6280 Fax: 954-429-9487 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Westport Insurance Corporation 34207
INSURER B'
de la Parte & Gilbert PA INSURER C:
101 E. Kenned2 Blvd, #3400 INSURER 0:
Tampa FL 3360 INSURER E. I
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 ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLlCIES_ AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
'~i~ ~~':;d TYPE OF INSURANCE POLICY NUMBER PD%e iMMIDD,0XE P~k!{l, ~M;b~J!r~N LIMITS
GENERAL LIABILITY EACH OCCURRENCE 1$5,000,000
~
A COMMERCIAL GENERAL LIABILITY UAMAG!: ro "eN leU $
- ~ CLAIMS MADE D OCCUR' PREMISES (Ea occurence)
- MED EXP (Anyone person) $
~ Lawyers Prof Liab WLW308002938700 10/26/04 10/26/05 PERSONAL & ADV INJURY $
- GENERAL AGGREGATE $5,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $
I .nPRO n
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO (Ea accidenl)
-
ALL OWNED AUTOS BODILY INJURY
- $
SCHEDULED AUTOS (Per person)
-
_' HIRED AUTOS ! BODILY INJURY $
NON-OWNED AUTOS (Per accident)
-
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY I AUTO ONLY - EA ACCIDENT $
=l ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSIUMBRELLA LIABILITY ~ EACH OCCURRENCE $
=:J OCCUR 0 CLAIMS MADE AGGREGATE $
$
==i DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND I TORY L1Mm; I jUER-
EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNER/EXECUTNE E.L EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? EL. DISEASE - EA EMPLOYEE $
If yes, describe under E.L. DISEASE - POLICY LIMIT
SPECIAL PROVISIONS below S
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
$25,000 Deductible Per Claim/Loss & Expense / Full Prior Acts
CERTIFICATE HOLDER
CANCELLATION
Collier County
3301 Tamiami Trail East
Naples FL 34112
BLANKOO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHOR P SENTATIVE
@ACORD CORPORATION 1988
ACORD 25 (2001/08)
16CI
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
C-1
16C7
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
16C7
(9) Orders issued pursuant to 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.
(10) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than thirty (30)
calendar days prior to the date of their expiration. Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
16C ~
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
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes _ No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
C-4
16Ci
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/Compl'eted Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_X_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500 I 000
$500,000
$500,000
$500,000
$ 50,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
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(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable _X_ Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable _X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? _X_ Yes _ No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
_X_ Bodily Injury & Property Damage - $ 500,000
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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 recovery against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
_ $ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Notwithstanding anything herein to the contrary, in no event shall
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the policy deductible be greater than $50,000 each claim. Deductibles in excess of that
amount shall require the prior written approval of the Risk Management Director or his
designee, at their discretion.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non-renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
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
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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.
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SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, de la Parte & Gilbert, P.A. hereby certifies that wages, rates
and other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning
Fixed Term Utility Specialized Legal Services are accurate, complete and current as
of the time of contracting.
de la Parte & Gilbert, P .A.
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BY: / - ,
TITLE: Vice President
DATE: August 2, 2005
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