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#11-5782 (CDM Smith, Inc.)
Contract, #11 -5782 Wastewater Basin Analyses PROFESSIONAL SERVICES AGREEMENT For BASIN #1 Master Pump Station (MPS) Basin 101 - Naples Park (Gulfshore Drive and Naples Park); (Area located North of Vanderbilt Beach Road, West of US 41 and South of 111th Street) THIS AGREEMENT is made and entered into this 4tLk day of 2012 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 CDM Smith, Inc., authorized to do business in the State of Florida, whose business address is 2180 West 1St Street, Suite 400, Ft. Myers, FL. 33901 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Engineering Consulting Services of the CONSULTANT concerning Wastewater Basin Analyses (Basin 1) (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. 1 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting Services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation ", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and /or retain only qualified personnel to provide such services to OWNER. 2 1.5. CONSULTANT designates Paul Pinault a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote 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, including the Local Government Prompt 3 Payment Act (218.735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amounts 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, 4 and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 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 5 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: 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. 6 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. 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; (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, s 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 Schedule C, attached hereto and made a part hereof. Time is of the essence with respect to the performance of this Agreement. The term of this contract shall be for sixty (60) days following the final acceptance of the construction project associated with this agreement and no longer than six (6) years, unless with prior approval by the Board of County Commissioners. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or 9 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 10 CONSULTANT be 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, AutoCAD 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 It 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. 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 12 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. 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. 13 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 14 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 15 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. 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. 16 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 conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to 17 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 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 18 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, 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 19 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. 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 3327 Tamiami Trail East Naples, FL. 34112 Attention: Director of Purchasing / General Services Phone: 239- 252 -8407 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 20 United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: CDM Smith, Inc. 2180 West 1" Street, Suite 400 Ft. Myers, FL. 33901 Attn: Paul Pinault Telephone: 239 - 938 -9600 Fax: 239 - 339 -6418 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. 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. 21 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 Schedule B BASIS OF COMPENSATION Schedule C PROJECT SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 11 -5782 TERMS AND CONDITIONS 22 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. 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 23 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 courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24 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. * * * * * * * * * * * * * * ** *Remainder of page intentionally left blank * * * * * * * * * * * * * * * * * * * * * * * ** 25 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering Consulting Services concerning Wastewater Basin Analyses (Basin 1) the day and year first written above. ATTEST: FOR Dwight E. Brock; Cfer1 , By: . Date: 10 Attut 'wtd- CAt1rm "s; $4dtwV wo Witness (f2 ni (L A +"Yy) t,Dn,i S+4�1ti ✓t /}sSS l r�fi Typed /Printed Name and Title Q't'--Vj L � Witness , V T pdd /Printed Name and Title Approved as to form and le �ufficienc Scott Teach Deputy County Attorney 26 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, A By: Fred W. Coyle, Chairman CDM Smith, Inc_ Jeffrey W. wash. Vice Pr ident Typed /Printed Name and Title SCHEDULE A SCOPE OF SERVICES SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT: 1.1. The basin region is described below: Basin #1 Master Pump Station (MPS) Basin 101- Naples Park (Gulfshore Drive and Naples Park); (Area located North of Vanderbilt Beach Road, West of US 41 and South of 111th Street) PROJECT BACKGROUND The Naples Park Wastewater Service Basin is primarily residential with a few commercial properties. The general boundary of the basin is north of Vanderbilt Beach Road, south of 111th Street (Immokalee Road), between US 41 and the Gulf of Mexico. There are two large platted areas within this wastewater basin region: Naples Park and Conner's Vanderbilt Beach Estates, from east to west, respectively. Baker Carroll Point is located in the northwest area of the region and Vanderbilt Beach Center is located in the southwest area. Developed initially in the late 1970s, this area was an original franchise utility area. This area is served by the Master Pump Station (MPS) 101.00. The MPS, is fenced, and includes odor control. There are 19 County owned pump stations within this basin (not including the MPS). In addition, there are 3 private pump stations in this basin. The private pump stations do not have flow data, so measurement of flow from them will be estimated based on the pump curves and run times, assuming this information is available, to support the overall basin performance. In general, pump stations are located close to residential structures. All stations (excluding the private pump stations) have telemetry and below ground valve vaults. None of the sites have fencing (except for the MPS); however, all panels and hatches are locked. Many of the sites do not have landscaping buffers. The Naples Park Basin includes both gravity mains (35 miles) and force mains (7 miles). The materials of construction for the mains include cast iron, ductile iron, polyvinyl chloride (PVC) and some unknown materials ranging in size from 4 inches to 20 inches. Portions of this basin were relined previously. The materials of construction of the force mains will have an impact on the methodologies selected for the physical inspection of them. Given the proximity of Naples Park to the Gulf of Mexico and its low lying nature, the area is known to flood and have stormwater ponding after wet weather events. The collection system in this area has had wet weather related overflows from manholes and to a lesser degree pump stations. SCOPE OF WORK Following is a description of the services to be provided: 27 • Task 1 - Project Progress Meetings • Task 2 - Determine Pump Station Service Areas • Task 3 - Estimate Theoretical Wastewater Flows • Task 4 - Determine Build Out Flow Conditions • Task 5 - Determine Current Wastewater Flows and Pump Station Operation • Task 6 — Physical Survey of Force Mains • Task 7 — Pump Station Service Area Exhibits • Task 8 — Individual Pump Station Technical Memorandum • Task 9 — Pump Station Evaluations • Task 10 — Evaluation to Convert Force Mains to Gravity Sewers, Force main Evaluation and Interconnect Improvements ■ Task 11— Bid documents for Pump Station, Sewer and Force Main Improvements TASK 1- PROJECT PROGRESS MEETINGS For budgeting purposes, the time of completion for the first phase of this project is assumed to be 52 weeks from notice to proceed. Bi- weekly meetings with OWNER representatives will be conducted, as requested by the Program Manager, throughout the program to keep the OWNER informed of the project progress, to make certain that the CONSULTANT is productively conducting its consulting services and to obtain input and direction as required for outstanding project issues. A firm day and time will be established for all bi- weekly meetings. Meeting objectives will be to provide progress updates and reach decisions on pertinent issues relative to the specific topics being addressed. Progress meetings may be held with other selected engineering firms in order to effectively coordinate the work effort associated with this program. In addition, CONSULTANT will conduct a workshop to present initial data findings and include a session to review the OWNER's inputs, concerns and issues for the study area. The goal of the workshop will be to avoid duplication of effort, maximize the use of the OWNER's existing data, coordinate the data management plan, and establish and maintain consistent standards for data management activities with the OWNER's existing efforts. The workshop will also provide a forum to develop a consensus about design criteria, project documentation (standards and conventions), data verification /validation, and data conversion, storage, and display. For each meeting, the CONSULTANT will prepare and distribute an agenda and minutes incorporating agenda items and meeting minute corrections provided by the OWNER. Agendas will be submitted to the OWNER at least two days prior to the meeting. Draft minutes will be submitted to the OWNER no more than three (3) working days following each meeting; OWNER will provide comments no more than three working days after receipt of draft minutes. TASK 2 - DETERMINE PUMP STATION SERVICE AREAS CONSULTANT will coordinate with the appropriate OWNER staff to collect available data pertaining to the 20 pump stations within the wastewater basin study area. Additionally, CONSULTANT will obtain 28 and evaluate pertinent information for the gravity and collection system within the wastewater basin study area. To develop the preliminary determination of service areas, CONSULTANT will obtain and review the following information as- available and provided by the OWNER: • Wastewater project record drawings and as built drawings for the wastewater basin • Information on location and amount of sanitary sewer overflows ■ Information on historically flooded streets ■ GIS layers for the wastewater collection system and water distribution system ■ Wastewater collection system model ■ 2008 Wastewater Master Plan Update ■ 2008 Water Master Plan Update A determination of the service area (sub- basin) for each pump station will be made under this task based on existing records and information. A sub -basin service area map will be generated in GIS. An exhibit illustrating the determination of the service area for each pump station will be prepared and provided to the OWNER. A deliverable for this task will be a disk with the following: • Summary table of the information review including the original design information as it pertains to each pump station within the study area • Available record drawings for each pump station within the study area • Sub -basin map and applicable GIS shape files TASK 3 - ESTIMATE THEORETICAL WASTEWATER FLOWS CONSULTANT will determine theoretical wastewater generation for each pump station service area based on current land use and zoning. To develop an estimate of the theoretical wastewater generation for each pump station, the CONSULTANT will use the information obtained under Task 2 and Task 4. The theoretical estimate will be based on typical unit flows by development type (residential, commercial, industrial etc.). A table summarizing the theoretical current and ultimate wastewater generation for each pump station service area will be prepared and provided to the OWNER. The theoretical estimates for each pump station will be incorporated into the technical memorandum for said pump station to be developed under Task 9. TASK 4 - DETERMINE BUILD OUT FLOW CONDITIONS The CONSULTANT will estimate potential build out /ultimate wastewater flow generation for vacant land by assuming potential zoning designation consistent with historic rezoning trends. To develop an estimated theoretical build out flow, all necessary information to confirm the build out flow conditions 29 for each pump station, both public and private, will be provided by the OWNER and utilized. This will include the following documents, where available: • FDEP permit files for each lift station to identify the original design flow • Existing and future land use maps • Existing zoning maps • Existing and proposed (if known) planned unit developments (PUDs) • Growth Management Division (GMD) or other approved wastewater pump station plans The deliverable for this task will be an Excel spreadsheet identifying each pump station's: 1) design flow based on residential address counts and commercial square footage, 2) estimated flow generation, and 3) build outflow. TASK 5 - DETERMINE CURRENT WASTEWATER FLOWS AND PUMP STATION OPERATION CONSULTANT will determine current wastewater flow generation including peak wet weather flow for each pump station service area based on SCADA information provided by OWNER or other methods acceptable to the CONSULTANT and the OWNER. To evaluate the current flows and operation of each pump station, the CONSULTANT will obtain and review the following information as- available and provided by the OWNER: • Pump station level, flow and run time data collected through the OWNER SCADA network (limited to last 3 years) • Pump station power consumption based on bills from power company (limited to last 3 years) • Collection system and pump station operation and maintenance records (limited to last 3 years) • Customer complaint records (limited to the last 3 years) In addition, the CONSULTANT will carry a cost for the installation of flow meters at each pump station to determine the current wastewater flows. The flow metering effort will include temporary installation, maintenance, and data collection of flow meters that will be completed by ADS following their scope of work, which is included as Exhibit A. The ADS scope of work and budgeted fee includes monitoring for two periods (one 30 day period in the 2012 dry season and one 30 day in the 2013 wet season). The ADS work will only be performed upon approval of the OWNER. TASK 6 — PHYSICAL SURVEY OF FORCE MAINS The CONSULTANT will evaluate the condition of ferrous force mains located within the basin. CONSULTANT will contract the services of a pipeline condition evaluation firm. (Note: Budget for this subtask is based on inspecting seven locations. As- needed, additional locations will be added with the OWNER's concurrence for an additional fee.) This task will be completed by InfraMetrix following their scope of work included as Exhibit B. TASK 7 — PUMP STATION SERVICE AREA EXHIBITS 30 CONSULTANT will prepare exhibits for each pump station service area illustrating the pump station service area and the associated existing and future land use and zoning. This task will be completed as part of task 2. TASK 8 — INDIVIDUAL PUMP STATION TECHNICAL MEMORANDUM CONSULTANT will prepare a signed and sealed Technical Memorandum for each pump station service area identifying: • The original design capacity and flow • Existing pump station run time information • Projected build out capacity and flow requirements This task will be completed under Task 9. TASK 9 - PUMP STATION EVALUATIONS Subtask 9.1- Pump Station Field Evaluation Form Development As part of the CONSULTANT's proposal, a typical field evaluation form was provided for illustration purposes. Work under this task includes finalization of the pump station field evaluation form and obtaining OWNER approval prior to initiating field inspection work. The form is to include procedures for determining the pumping rate and efficiency and sheets for recording the civil, structural, mechanical, HVAC, electrical and instrumentation analysis results. These latter sheets will have blocks for affixing the professional engineer's stamp and signature. There will also be jackets in the forms for insertion of hard copies and CADD file CDs for as built, survey, easement drawings, pump data sheets and other O &M related documents. Subtask 9.2 - Pump Station Field Evaluations The CONSULTANT will perform a comprehensive field analysis of Pump Stations and the MPS as listed below pursuant to the approved pump station field evaluation form developed in TASK 9.1. The field team will consist of a civil /mechanical engineer, structural engineer, an electrical engineer, HVAC engineer (where applicable) and an instrumentation engineer (where applicable) all experienced with water /wastewater facilities. All engineers will be registered professional Engineers in the State of Florida. All field work performed will be signed and sealed by Engineers performing the work. The pump station checklist will be used to record data collected during the site visits. Collected data will cover, but not necessarily be limited to, items such as: 1. The structural, electrical, civil, mechanical, HVAC and instrumentation conditions. Electrical field reviews will cover power and grounding systems, site lighting, power feed (above - ground vs. underground), feed size, emergency power supply and related site electrical items). 2. Availability of fiber optic connections. 3. Flow meter and by -pass assemblies (where applicable). 31 4. Odor control condition, size and type (where applicable). 5. Potential for bypass pumping. 6. Presence of a system for grease reduction. 7. Pump controls and communication including control panels, programmable logic controllers (if present), variable frequency drives (if present), and radio feed and tower location. 8. Pump motor energy efficiency. 9. Site access. 10. Wet well ventilation. 11. Water and irrigation quality water service availability. The forms will be filled out for the Master Pump Station and the following Pump Stations: • PS 101.00 (Master) • PS 101.03 • PS 101.07 • PS 101.08 • PS 101.09 • PS 101.10 • PS 101.11 • PS 101.12 • PS 101.13 • PS 101.14 This task includes using a hydraulic model to identify pumps that may be incorrectly sized for current or future system conditions within the manifolded subsystems within the Basin. The CONSULTANT will use WaterGems for the model. Subtask 9.3 - Pump Station Surveys and Easement Ownership Confirmation The CONSULTANT will use registered land surveyors to stake out the easements and /or property boundaries of each pump stations listed in Subtask 9.2 and to collect and record the limits of the boundary as well as the physical location of the existing pump station components. This will provide the information required to assess the adequacy of performing the requested improvements to the Level 3 Pump Stations and others in the list that may require upgrading. The surveyors will utilize the services of Sunshine State One -Call System to locate and record the location of existing utilities to determine pipe ownership (water, irrigation quality water, gas, electric, force mains, etc.) prior to performing any field survey efforts. A key output of the survey work will be 32 the confirmation that the pump stations and appurtenances are fully located inside a legal easement owned by or issued to the Collier County Water Sewer District. The CONSULTANT will provide a detailed survey sketch for each listed pump station of all above ground features, including landscaping within a 50 -ft radius from the pump station site including topography with both 1 -foot contours and intermediate spot elevations. The survey sketch will also locate and identify above - ground structures within 100 feet from the pump station. The CONSULTANT will also provide legal sketches and legal descriptions of required temporary and permanent easements as part of this Task if they are required. The CONSULTANT will also incorporate the services of Conroy, Conroy, Durant & Rudnick, P.A. to assess property ownership and recorded information regarding easements, as may be applicable. Conroy, Conroy, Durant & Rudnick, P.A. specializes in ownership and encumbrance property reports used to confirm easement ownership. Subtask 9.4 - Pump Data Collection and Analysis The CONSULTANT will review existing records on the listed Pump Stations to gather information and documents related to the following for inclusion in each Pump Station field form: 1. Pump Station and Master Pump Station service areas (completed under Task 2). 2. Current flows based on available SCADA data and additional measured flows either entering or leaving a pump station (completed under Task 5). 3. Pump Station As -Built information. 4. Pump Station operational data including pump run times, system maps, original design data for Pump Station sizing, system modifications which may have altered the pump station flow since the original design was performed. 5. Growth Management Division (GMD) approved wastewater Pump Station plans. 6. Projected flows based on data collected (Task 4). 7. Available storage capacity in each Pump Station collection system including storage within manholes and sewer mains up to the lowest manhole overflow level (based on existing GIS). 8. Collection System Storage Time - Determine the available response time from a Pump Station failure (high level alarm) to system overflow at current and ultimate design flows. 9. Compliance with FEMA Flood Elevations. 10. Existing utilities which may be in conflict with future improvements. 11. Existing vegetation that would require trimming and /or removal. 12. Fencing /Bollards (conditions and sufficiency for future expansion). 13. Landscaping (code considerations) and irrigation. Subtask 9.5 - Pump Station Evaluation Memorandums This task was included in Scope Revision No. 1, but has been removed from Scope Revision No. 2. Subtask 9.6 - "Fence to Fence" Evaluation Report Preparation This task was included in Scope Revision No. 1, but has been removed from Scope Revision No. 2. 33 TASK 10 - EVALUATION TO CONVERT FORCE MAINS TO GRAVITY SEWERS, FORCE MAIN EVALUATION AND INTERCONNECT IMPROVEMENTS Subtask 10.1 - Gravity Sewer Interconnects Between Critical Manholes with SCADA System to Optimize Collection System Capacity CONSULTANT will utilize outputs from previous Tasks (e.g., high pump station wet well levels, rim elevations, invert elevations, residential unit slab elevations, etc.) to identify critical manholes that represent the best location between individual pump station sub - basins and at the existing east /west divide in Basin 101 to establish manhole interconnects. Design documents will provide a typical overflow pipe configuration with a legend and details for up to 24 interconnections. It is expected that the interconnections will be shallow overflow pipes that will require design modifications to accommodate buoyancy and wheel loading issues. TABLE 10.1 Drawim No. Cover and General 2 Civil: Plan and Details 10 Mechanical: Plan, Sections and Details 0 Structural: Plans, Sections and Details 0 Instrumentation 0 Electrical 0 Total Estimated Drawings 12 Subtask 10.2 - All unlined vitrified clay (VC) pipe and laterals lined and clean out (CO) additions (Basin Engineer to provide CEI and as -built assistance including pre and post construction certification) CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, etc.) to confirm the extent of existing VC pipe. This information will be used to assist OWNER in defining the scope of work that covers the lining of wastewater service connections and the installation of service connection cleanouts. The specifications will also require the contractor to perform the installation of cleanouts (COs) and to provide location coordinates for inclusion into the OWNER's GIS data base. The Consultant will provide construction engineering and inspection services of up to 400 hours and up to 80 hours for supporting data entry into the OWNER's GIS database and for certification. TABLE 10.2 Drawings No. Cover and General 2 Civil: Plan and Details 10 Mechanical: Plan, Sections and Details 0 Structural: Plans, Sections and Details 0 Instrumentation 0 Electrical 0 Total Estimated Drawings 12 34 TASK 11— PRODUCTION of BID Documents for PUMP STATION, SEWER and FORCE MAIN IMPROVEMENTS Subtask 11.1— Pump Station Improvements CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that cover the following for all Pump Stations in Basin 101: • Raising pump station valve vault piping above ground • Replacing all piping inside and outside a wet well with HDPE • Providing secondary containment • Installing air release valves (ARV) on above ground piping The design for the above grade piping will provide a configuration that allows for the addition of a magnetic flow meter at a later date. Secondary containment is expected to be in the form of a man hole type structure if additional volume beyond that of the existing valve pits is required. Odor control is included. TABLE 11.1 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Existing Site, Yard Piping, Demolition and Containment Plans and Civil Details 18 Architectural 0 Structural: Plans, Sections and Details 4 Mechanical: Plans, Sections and Details 16 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 40 Subtask 11.2 - Master Pump Station Improvements CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that cover the following for the Basin 101 Master Pump Station: • Raising pump station valve vault piping above ground (if required) • Replacing all piping inside and outside the wet well with HDPE (if required) • Providing secondary containment • Installing air release valves (ARV) on above ground piping (if required) • Bypass pumping capability The design for the above grade piping will provide a configuration that allows for the addition of a magnetic flow meter at a later date unless one is already installed. Secondary containment is expected to be in the form of a manhole type structure which will also serve as a bypass pump wet well. The specifications are expected to include the required portable by pass pump and level control system with 35 the required pipe connections. The use of a manhole for bypass pumping is in lieu of a permanent booster pump installation. TABLE 11.2 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 6 Architectural 0 Structural: Plans, Sections and Details 4 Mechanical: Plan, Sections and Details 6 Plumbing & HVAC 0 Electrical 3 Instrumentation 2 Total Estimated Drawings 23 Subtask 11.3 —111th Street Bridge Force Main Design CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that covers the conversion of the subaqueous crossing to one mounted from the existing bridge. The main assumptions for this Task are that: • The force main record drawings clearly show where the inflection elevations are for the subaqueous crossing • Bridge record drawings are available that detail the dimensions of the abutments and beams • The bridge is amendable to the installation of roller supports and no penetration of beams or cross beams is required • There are no restricting permit issues • There is room for the installation of an ARV (if required) TABLE 11.3 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 3 Architectural 0 Structural: Plans, Sections and Details 4 Mechanical: Plan, Sections and Details 5 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 14 Subtask 11.4 —Pump Station Rehabilitation CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that covers the rehabilitation of the following Pump Stations: • PS 101.03 (Old Vanderbilt Inn) • PS 101.12 • PS 101.13 • PS 101.14 The design for the above grade piping will provide a configuration that allows for the addition of a magnetic flow meter at a later date. Secondary containment is expected to be in the form of a manhole type structure 36 which will also serve as a bypass pump wet well. The specifications are expected to include the required portable by pass pump and level control system with the require pipe connections. The use of a man hole for bypass pumping is in lieu of a permanent booster pump installation. TABLE 11.4 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 6 Architectural 0 Structural: Plans, Sections and Details 6 Mechanical: Plan, Sections and Details 10 Plumbing & HVAC 2 Electrical 6 Instrumentation 3 Total Estimated Drawings 35 Subtask 11.5 — Creekside Boulevard to Naples Park Force Main Extension CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that covers the extension of the Creekside Boulevard force main to the Naples park system to provide wastewater transmission flexibility (diversion of flows from the Immokalee Road corridor for maintenance and operational flexibility). This will include sizing Pump Station 101.12 to accept additional flows. TABLE 11.5 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 4 Architectural 0 Structural: Plans, Sections and Details 0 Mechanical: Plan, Sections and Details 2 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 8 Subtask 11.6 — Finger Street Sewer System Replacement CONSULTANT will perform an evaluation on the existing force mains and gravity lines on the 14 "finger" streets west of Vanderbilt Drive and prepare bid documents for their replacement. It will be determined if the force mains located on Flamingo Avenue, Heron Avenue, Egret Avenue and Conners Avenue can be converted to gravity mains and the pump stations abandoned. The design documents will consist of plan and profile sheets for the 14 "finger" streets, a modified Pump Station 101.07 and plan and profile sheets for the associated section of gravity sewer and force main along Vanderbilt Drive. It is assumed that it will be possible to deepen Pump Station 101.7 the gravity line serving the existing pump stations and that the existing force main from Pump station 101.07 to Master Pump station 101.00 can be reused with only minor modifications. TABLE 11.6 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 37 Civil: Plan, Profiles and Details 20 Architectural 0 Structural: Plans, Sections and Details 0 Mechanical: Plan, Sections and Details 4 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 26 DATA OR COORDINATION ASSISTANCE TO BE PROVIDED BY THE OWNER • Wastewater project record drawings and as built drawings for the wastewater basin • Information on location and amount of sanitary sewer overflows Information on historically flooded streets • GIS layers for the wastewater collection system and water distribution system • Wastewater collection system model • 2008 Wastewater Master Plan Update 2008 Water Master Plan Update • Pump station level, flow and run time data collected through the OWNER SCADA network • Pump station power consumption based on bills from power company Collection system and pump station operation and maintenance records • Customer complaint records • Design related information requested by CONSULTANT • Front -end documents (Division 0 /Series 0) for construction contracts and procurement ASSUMPTIONS The above described engineering services have been based upon the following assumptions. Should these assumptions not bear true; the CONSULTANT may request a change order for additional services. 1. The following assistance and information will be provided to InfraMetrix by the OWNER for the force main inspections. a. All permits and safe access to the specific pipelines for the inspection team to perform data collection and pipeline evaluation. b. Available pertinent data and finalized plans depicting the pipelines to be evaluated prior to inspection crew mobilization. c. BEM site excavations and any required dewatering. d. Traffic control and costs associated with traffic control. 2. The GIS provided by the OWNER is accurate enough for the purposes of this project. °Any needs to verify collection system connectivity and accuracy of the GIS is not included in this scope of work. 3. Efforts to apply for and obtain permits are not included. 4. Downstream collection system design improvements are not included except where noted. 5. Architectural, HVAC, Plumbing, and Fire Protection design is not included. 38 6. Geotechnical investigations and environmental surveys are not included. 7. Designs include using existing sites only (no new locations). 8. Instrumentation designs are based on updating RTUs and tying into existing system. 9. Radio survey is not included. 39 SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL 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 status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then - authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Craig Pajer, Principal Project Manager at Collier County Public Utilities, 3339 Tamiami Trail East, Suite 303, Naples, FL. 34112 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 I Tasks NOT TO EXCEED AMOUNT: 1 Project Progress Meetings $ 41,520 2 Determine Pump Station Service Area $ 26;571 3 Estimate Theoretical Wastewater Flows $ 12,605 4 Determine Buildout Flow Conditions $ 6,232 5 Determine Current Wastewater Flows $310,479 6 Physical Survey of Force Mains $ 51,408 7 Pump Station Service Area Exhibits $0 8 Individual Pump Station Technical Memorandum $0 9 Pump Station Evaluations $341,080 10 FM, Gravity Sewer and Interconnect Improvement Bid Documents $283,205 11 FM /PS /MPS /Sewer Improvement Bid Documents $866,900 TOTAL FEE Total Items 1 -10 $1,940,000 B.2.2 Direct Labor Costs mean the actual salaries and wages (basic to CONSULTANT'S personnel, with respect to this Project, related costs and fringe benefits, all in accordance with and forth in the Attachment I to this Schedule B. 40 premium and incentive) paid including all indirect payroll not in excess of the rates set 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 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: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees 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.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 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 billings, on a cumulative basis, exceed the sum determined by multiplying the applicable 41 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: 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. END OF SCHEDULE B. 42 ATTACHMENT 1 to Schedule B Contract No: #11 -5782 "Wastewater Basin Analyses" PERSONNEL CATEGORIES & HOURLY RATES Personnel Category Standard Hourly Rate Principal $195 Senior Project Manager $165 Project Manager $148 Senior Engineer $155 Engineer $119 Senior Inspector $85 Inspector $65 Senior Planner $140 Planner $110 Senior Designer $115 Designer $100 Environmental Specialist $115 Senior GIS Specialist $145 GIS Specialist $100 Clerical $60 Surveyor and Mapper $130 CADD Technician $85 Survey Crew - 2 man $130 Survey Crew - 3 man $160 Survey Crew - 4 man $180 This list is not intended to be all- inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and firm on a task by task basis as needed. 43 SCHEDULE C PROJECT SCHEDULE See attachment 44 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. Should any of the policies be cancelled before the expiration thereof, notice will be delivered in accordance with the policy provisions. Consultant shall provide notice to Owner at any time Consultant becomes aware of any cancellation or material change in the above insurance policies. 45 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 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 46 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) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? _X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X_ $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. 47 (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 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 $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 48 Fire Damage $50,000 _X General Aggregate $1,000,000 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 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. claims. (4) Coverage shall be included for explosion, collapse or underground property damage (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT 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 SUBCONSULTANT 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 49 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: Bodily Injury & Property Damage - $ 500,000 _X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate 50 X_ $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. PROJECT PROFESSIONAL LIABILITY 51 (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 52 AC ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) F 08/13/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Aon Risk Services Northeast, Inc. MA Office CONTACT PHONE ( 866) (A/C. No. Ext): (866) 283 -7122 ac. No.): (847) 953 -5390 E-MAIL ADDRESS: One Federal Street Boston MA 02110 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Zurich American Ins Co 16535 CDM Smith Inc. INSURER B: ACE Property & Casualty Insurance Co. 20699 ONE CAMBRIDGE PLACE 50 HAMPSHIRE STREET INSURER C: Lloyd's of London 0005FI INSURER D: CAMBRIDGE MA 021390000 USA INSURER E: CLAIMS -MADE X❑ OCCUR INSURER F: COVERAGES CERTIFICATE NUMBER: 570047264265 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MWDD MWD LIMITS GENERAL LIABILITY GLO EACH OCCURRENCE $2,000,000 PREMISES Ea occurrence $300' 000 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $10,000 CLAIMS -MADE X❑ OCCUR PERSONAL &ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $4,000,006 POLICY X PRO X LOC A AUTOMOBILE LIABILITY BAP 7 - 2 0 1 COMBINED SINGLE LIMIT Ea accident $2,000,000 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident B X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE XOOG2591546A SIR applies per policy terns 01/01/2012 & conditions 01/01/2013 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED I X RETENTION $25,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE Y I❑ N wc837663317 01/01/2012 01/01/2013 1 WC STATU- OTH- X TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N I A E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE- POLICY LIMIT $1,000,000 C D ESC RIPTION OF OPERATIONS below Archit &Eng Prof QC1201367 0110112012 01/01/2013 per claim /aggregate aggregate $3,000,000 $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ;CORD 101, Additional Remarks Schedule, if more space is required) RE: Contract No. 11 -5782, wastewater Basin Analyses. For any and all work performed on behalf of Collier County. Collier County is included as Additional insured as required by written contract, but limited to the operations of the Insured under said contract, with respect to the General Liability policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. L d w c m 'o m 'O O S N a N 8 0 uO O Z r V r~ t N V Collier County AUTHORIZED REPRESENTATIVE Administrative Services Division Purchasing Department 3327 IL 3l Trail East Naples s F FL 34112 -4901 USA exloss sLLtaaaO sia ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD z Blanket Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pd. Eff. Date of End. Producer No. AddT Prem Return Prem. GLO837663216 1/1/2012 1/1/2013 1/1/2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will deliver electronic notification that such Coverage Part has been cancelled to each person or organization shown in a Schedule provided to us by the First Named Insured. Such Schedule: 1. Must be initially provided to us within 15 days: a. After the beginning of the policy period shown in the Declarations; or b. After this endorsement has been added to policy; 2. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled; 3. Must be in an electronic format that is acceptable to us; and 4. Must be accurate. Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such updated Schedule must comply with Paragraphs 2. 3. and 4. above. B. Our delivery of the electronic notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as practicable after the effective date of cancellation to the first Named Insured. C. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs A. and B. of this endorsement. D. Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: 1. Extend the Coverage Part cancellation date; 2. Negate the cancellation, or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. E. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-GL-1 114-ACW(10-02) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 9 Blanket Notification to Others of Cancellation ZURICH' Policy No. Eff. Date of Pd. Exp. Date of Pol. Eff. Date of End. Producer No. AddT Prem Return Prem. BAP 8376631 -16 1/1/2012 1/1/2013 1/1/2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Auto Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will deliver electronic notification that such Coverage Part has been cancelled to each person or organization shown in a Schedule provided to us by the First Named Insured. Such Schedule: 1. Must be initially provided to us within 15 days: a. After the beginning of the policy period shown in the Declarations; or b. After this endorsement has been added to policy; 2. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled; 3. Must be in an electronic format that is acceptable to us; and 4. Must be accurate. Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such updated Schedule must comply with Paragraphs 2. 3. and 4. above. B. Our delivery of the electronic notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as practicable after the effective date of cancellation to the first Named Insured. C. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs A. and B. of this endorsement. D. Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: 1. Extend the Coverage Part cancellation date; 2. Negate the cancellation; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. E. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs A. and S. of this endorsement. All other terms and conditions of this policy remain unchanged. U- CA -XXX Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY U -WC -332 -A NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT This endorsement is used to add the following to Part Six of the policy. PART SIX — CONDITIONS F. Notification To Others Of Cancellation 1. If we cancel this policy by written notice to you for any reason other than nonpayment of premium, we will deliver electronic notification to each person or organization shown in a Schedule provided to us by you. Such Schedule: a. Must be initially provided to us within 15 days: After the beginning of the policy period shown in the Declarations; or After this endorsement has been added to policy; b. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that this policy has been cancelled; c. Must be in an electronic format that is acceptable to us; and d. Must be accurate. Such Schedule may be updated and provided to us by you during the policy period. Such updated Schedule must comply with Paragraphs b. c. and d. above. 2. Our delivery of the electronic notification as described in Paragraph 1. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to you. Delivery of the notification as described in Paragraph 1. of this endorsement will be completed as soon as practicable after the effective date of cancellation to you. 3. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs 1. and 2. of this endorsement. 4. Our delivery of electronic notification described in Paragraphs 1. and 2. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will rot: a. Extend the policy cancellation date; b. Negate the cancellation; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 5. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs 1. and 2. of this endorsement. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1/1/2012 Policy No. WC837663317 Endorsement No. Insured Premium $ Insurance Company Zurich American Ins Co U -WC -332 -A (Ed. 01 -11) Includes copyrighted material of National Council on Compensation Insurance, Inc. used with its permission. SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CDM Smith, 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 Wastewater Basin Analyses (Basin 1) are accurate, complete and current as of the time of contracting. CDM Smith, Inc. BY: Jeffrey W. Nash TITLE: vice President DATE: 53 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Phase I Services Name Personnel Category % of time CDM Smith Paul Pinault Principal 10 Wayne Kimball Principal 40 Clay Tappan Principal 20 Marc Stonehouse Sr. Project Manager 20 Jason Sciandra Sr. Project Manager 25 Tim Verwey Sr. Designer 10 Carl Frizzell Sr. Designer 10 Marie Mahan Designer 10 Kevin Francoforte Engineer 15 Rebecca McLarty Engineer 10 Wei Liu Engineer 10 Doug Wells Engineer 5 Linda Kraczon Clerical 5 Stantec Kelly Blake Project Manager 20 Mikes Mallaikakis Sr. Engineer 20 Ralph Verrastro Sr. Engineer 10 Kevin Morgan Sr. Engineer 10 Allyson Swanson Engineer 25 Lucia Martin Clerical 20 Surveying Services Survey Crew 5 ADS Flow Monitoring 15 Inframetrix Force Main Testing 10 Conroy, Conroy, Durant Evaluate Titles 5 54