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Agenda 10/25/2016 Item #16A24 16.A.24 10/25/2016 EXECUTIVE SUMMARY Recommendation to award Contract No. 16-6598,"Fixed Term Landscape Architectural Services" to the following six firms: Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates; Goetz + Stropes Landscape Architects, Inc.; Johnson Engineering; Windham Studio, Inc.; Q. Grady Minor; and Urban Green Studio,PLLC. OBJECTIVE: To receive Board of County Commissioners (Board) approval for the award of professional services contracts to the above firms to provide professional Landscape Architectural Services. CONSIDERATIONS: The Request for Proposal (RFP) was issued in accordance with Florida Statutes, Section 287.055, and the Consultants' Competitive Negotiation Act. The RFP was issued on May 10, 2016, to solicit proposals for Professional Landscape Architectural Services. Notices were sent to seven hundred one (701) firms, forty(40)packages were requested and seven (7) firms submitted proposals by the due date of June 6, 2016. A selection committee meeting was held on July 20, 2016. Following review, scoring, and discussion of submitted proposals the selection committee ranked the seven(7) firms and recommend negotiating contracts with the top six. On September 13, 2016, Agenda Item 16A47, the Board approved the ranking. Services to be provided shall include, but not be limited to the following: site master planning, selection and design of annual planting area, design,maintenance and refurbishment of existing landscape and irrigation for MSTU and MSTD projects, or other County landscape projects. These contracts have been utilized countywide, and historically the County has spent approximately $150,000 annually;staff anticipates the total annual expenditure to increase to approximately$350,000. The ranking is as follows: 1. Michael A. McGee,Landscape Architect,P.A. d/b/a McGee&Associates 2. Goetz+ Stropes Landscape Architects, Inc. 3. Johnson Engineering 4. Windham Studio,Inc. 5. Q. Grady Minor 6. Urban Green Studio,PLLC Contract negotiations have been successfully completed by staff with the six (6) firms. All six (6) firms have agreed to a standardized fee schedule for their services. Assignments shall be implemented with work orders subject to a maximum of $200,000 per work order and with a maximum initial contract amount of$750,000.Work order assignments in excess of$200,000 shall be approved by the Board. FISCAL IMPACT: Estimated countywide annual spending under the proposed contracts is anticipated to be $350,000. Funding for individual work orders issued under the contracts will be provided from various Division budgets established for relevant purposes. GROWTH MANAGEMENT IMPACT: While these contracts have no direct growth management impact,they are consistent with the County's long-term growth plans. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires majority vote for approval. -CMG RECOMMENDATION: To award Fixed Term Landscape Architectural contract agreements to the six (6) firms: Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates; Goetz + Stropes Packet Pg. 840 16.A.24 10/25/2016 Landscape Architects, Inc.; Johnson Engineering; Windham Studio, Inc.; Q. Grady Minor; and Urban Green Studio, PLLC., and authorize the Chairman to sign the standard, County Attorney approved agreements. Prepared by: Pamela Lulich, PLA, CPM, Landscape Operations Manager, Road Maintenance Division, Growth Management Department ATTACHMENT(S) 1. 16-6598_FinalRanking 7 20 16 (PDF) 2. 16-6598_LandscapeArchitects 5 10 16 (PDF) 3.Agreement-Michael A. McGee(PDF) 4.Agreement-Goetz+Stropes Landscape (PDF) 5.Agreement-Johnson Engineering (PDF) 6.Agreement-Windham Studio (PDF) 7.Agreement-Q. Grady Minor (PDF) 8.Agreement-Urban Green Studio (PDF) Packet Pg. 841 1 6.A.24 10/25/2016 COLLIER COUNTY Board of County Commissioners Item Number: 16.A.24 Item Summary: Recommendation to award Contract No. 16-6598, "Fixed Term Landscape Architectural Services" to the following six firms: Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates; Goetz + Stropes Landscape Architects, Inc.; Johnson Engineering; Windham Studio,Inc.; Q. Grady Minor; and Urban Green Studio,PLLC. Meeting Date: 10/25/2016 Prepared by: Title: Manager-Landscape Operations—Growth Management Department Name: Pamela Lulich 09/29/2016 12:34 PM Submitted by: Title: Department Head-Growth Management Dept—Growth Management Department Name: David Wilkison 09/29/2016 12:34 PM Approved By: Review: Procurement Services Lissett DeLaRosa Level 1 Purchasing Gatekeeper Completed 09/30/2016 8:19 AM Capital Project Planning,Impact Fees,and Program Management Gloria Herrera Level 1 Sim.Reviewer 1-8Completed Road Maintenance Travis Gossard Level 1 Sim.Reviewer 1-8 Completed 10/03/2016 4:12 PM Growth Management Department Gene Shue Level 1 Sim.Reviewer 1-8 Completed 10/04/2016 10:18 AM Growth Management Department Diane Lynch Level 1 Division Reviewer Completed 10/04/2016 3:38 PM County Attorney's Office Colleen Greene Level 2 Attorney Review Completed 10/04/2016 3:44 PM Procurement Services Sandra Herrera Level 1 Purchasing Reviewer 1-4 Completed 10/04/2016 5:04 PM Procurement Services Allison Kearns Level 1 Purchasing Reviewer 1-4 Completed 10/05/2016 12:53 PM Growth Management Department Jeanne Marcella Level 2 Division Administrator Completed 10/06/2016 10:27 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/06/2016 10:49 AM County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 10/07/2016 1:28 PM Budget and Management Office Ed Finn Additional Reviewer Completed 10/11/2016 12:09 PM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 10/16/2016 3:18 PM Board of County Commissioners MaryJo Brock Meeting Pending 10/25/2016 9:00 AM Packet Pg. 842 et/8 'Bd le)13ed ?:»! 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I6.A.24.b REQUEST FOR PROPOSALS In accordance with Florida Statute 287.055, Consultants' Competitive Negotiation Act. 0. nsU fn c ca J CO ier County E Administrative Services Department F— Procurement Ser ces Division -o a) K LL (s. to a) COLLIER COUNTY 47 BOARD OF COUNTY COMMISSIONERS U f0 a.. c 0 U CCNA Solicitation e. RFP 16-6598 3 0 Fixed Term Landscape Architectural Services c E E 0 U N Brenda Brilhart, Procurement Strategist ct (239) 252-8446 (Telephone) N (239) 252-6697 (Fax) co brendabrilhart@colliergov.net(Email) Q N U C) r.r This proposal solicitation document is prepared in a Microsoft Word format. Any alterations to this 2 document made by the Consultant may be grounds for rejection of proposal, cancellation of any m subsequent award, or any other legal remedies available to the Collier County Government. a U to c fa J I K co •, ) a) a ..xi �.z u.. >arci ra.trvxoxsx:. r .c'.x:ea awaw.ee...us n.no-rsr..r..vx.. r.R•.r x. .-.sma.. »c .-nnp. .,.zoera. .. a) nrairem,,r,t n1D.,Dmaxs,•.,.2'Tcifiltam Trail Ean•Nap=s,Fhrtd 34112-49O1 2.,32x2£,':'1, ..r.,. [:gc..i..p,)cti,,n.r ,,r_c� .i..i G? E s 0 - 4- Q CCNA(Revision 01202016) Packet Pg. 844 16.A.24.b Table of Contents ct U N RS J E LEGAL NOTICE 3 EXHIBIT I: SCOPE OF WORK, SPECIFICATIONS AND RESPONSE FORMAT 4 LL EXHIBIT II: GENERAL RFP INSTRUCTIONS 10 03 EXHIBIT III: COLLIER COUNTY PURCHASE ORDER TERMS AND CONDITIONS 14 °; EXHIBIT IV: ADDITIONAL TERMS AND CONDITIONS FOR RFP 17 ATTACHMENT 1: CONSULTANT'S NON-RESPONSE STATEMENT 25 u, ATTACHMENT 2: CONSULTANT CHECK LIST 26 ATTACHMENT 3: CONFLICT OF INTEREST AFFIDAVIT 27 U ATTACHMENT 4: CONSULTANT DECLARATION STATEMENT 28 ATTACHMENT 5: IMMIGRATION AFFIDAVIT CERTIFICATION 30 ATTACHMENT 6: CONSULTANT SUBSTITUTE W—9 31 ATTACHMENT 7: INSURANCE AND BONDING REQUIREMENTS 32a ATTACHMENT 8: REFERENCE QUESTIONNAIRE 34 ATTACHMENT 9: DEBARMENT/SUSPENSION 35 0 U a) ce0 tD O N 0 a) w U L 0. cc U N J i 00 0) Ln (Zs C a) E -c U RFP16-6598 Landscape Architects Packet Pg. 845 16.A.24.b Col Lier County t y Administrative Services Department Procurement Services Division V) "II Legal Notice E Pursuant to approval by the County Manager, Sealed Proposals to provide Landscape F Architectural services will be received until 3:00 PM, Naples local time, on June 2, 2016 at -0 the Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. i 0 CCNA Solicitation RFP 16-6598 Fixed Term Landscape Architectural Services Services to be provided may include, but not be limited to the following: site master planning, selection and design of annual planting areas, design, maintenance and refurbishment of existing landscape and irrigation projects, or other County miscellaneous landscape projects. 0 A pre-proposal conference is not applicable for this solicitation. All statements should be made upon the official proposal form which must be obtained only on the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. 0 0 Collier County does not discriminate based on age, race, color, sex, religion, national origin, t disability or marital status. cDE E 0 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, BY: /S/ Joanne Markiewicz Director, Procurement Services Division N U 8) This Public Notice was posted on the Collier County Purchasing Department website: www.coiliergov.net/purchasing and in the Lobby of Purchasing Building "G", Collier County Government Center on May 10, 2016. C. 0 c.o C U Q RFP16-6598 Landscape Architects Packet Pg. 846 16.A.24.b Exhibit I: Scope of Work, Specifications and Response Format As requested by the Road Maintenance Division (hereinafter, the "Division or Department"), the ca Collier County Board of County Commissioners Procurement Services Division (hereinafter, a "County") has issued this Request for Proposal (hereinafter, "RFP") with the intent of obtaining J proposals from interested and qualified Consultants in accordance with the terms, conditions E and specifications stated or attached. The Consultant, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. 1-- The results of this solicitation may be used by other County departments once awarded it according to the Board of County Commissioners Purchasing Policy. co- C) Background t° Services to be provided shall include, but not be limited to the following: site master planning, selection and design of annual planting areas, design, maintenance and refurbishment of t existing landscape and irrigation for M.S.T.U. and M.S.T.D. projects, or other County landscape projects. These services as well as other miscellaneous professional landscape architectural services will be implemented with Work Orders on an as needed basis. Historically, the annual spend has been approximately $150,000; average individual Work Order is less than $10,000.00. The County's intent is to award to no more than-six(6)firms. ccs General Description of Specifications or Scope of Work The Contractor, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated herein. Additionally, Proposers may also propose alternate solutions to achieve the requirements of the Scope of Work. E 0 1. The selected firms will be responsible for knowledge of and compliance with all existing Collier County Policies, to include but not be limited to: Land Development Code, Collier r. County Beautification Master Plan, building codes and all environmental regulations for N local and state requirements. 2. It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. Contractor `r' responsibilities include but not limited to, the following services: 413 • Site Master Planning; • Selection and design of annual planting areas; • Water wise irrigation and landscaping principles; • Sustainable maintenance solutions for Urban and Rural Collier County; • Development and design of annual maintenance programs for existing 0a and new plants, trees, and shrubs; as • Design, maintenance reporting, and refurbishment of existing landscaping and -1i irrigation for M.S.T.U. and M.S.T.D. projects and/or other County projects; • Arterial and collector roadways median landscaping and irrigation construction o documents and specifications; (s) • Irrigation projects and maintenance consultation; • New construction for M.S.T.U. and M.S.T.D projects; and/or other County projects; • Decorative street lighting design; c • CEI roadway projects; • Provide valuation of existing landscape and irrigation systems; • Grant applications. RFP16-6598 Landscape Architects Packet Pg. 847 16.A.24.b • Provide reports to County Departments or the MSTU; prepare and present conceptual design and budgets to the Board of County Commissioners if requested. ° a Distribution of Work N Any order entered into on this fixed term County-wide agreement for professional landscape J architectural services will be utilized on an as-needed basis. E Options for selecting a firm are as follows: • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking interested firms (all awarded firms will be invited to participate). a; • For all other using departments, if project is less than $50,000, then any awarded firm may be selected. • For all using departments, if projects equal to or greater than $50,000, a firm will be selected by informally interviewing, scoring and ranking the interested firms (all awarded firms will be invited to participate). ca Term of Contract The contract term, if an award(s) is/are made is intended to be for one (1) year with three (1) one (1) year renewal options. Prices shall remain firm for the initial term of this contract. Price adjustments are dependent upon the following: budget availability and program ° manager approval. Written request shall be submitted prior to the contract anniversary date to the Procurement Director. a, Surcharges will not be accepted in conjunction with this contract, and such charges should E be incorporated into the pricing structure. o cr Projected Solicitation Timetable ti The following projected timetable should be used as a working guide for planning purposes only. The County reserves the right to adjust this timetable as required during the course of the RFP process. Event Date y Issue Solicitation Notice 5/10/16 Last Date for Receipt of Written Questions 5:00PM 5/26/16 Pre-solicitation meeting N/A Addendum Issued By 5/29/16 a Solicitation Deadline Date and Time 3:00 PM 6/2/16 Anticipated Evaluation of Submittals By 6/30/16 -0 Anticipated Completion of Contract Negotiations By 7/30/16 m Anticipated Board of County Commissioner's Contract Approval By 9/30/2016 ooi LO Response Format tOThe Consultant understands and agrees to abide by all of the RFP specifications, provisions, terms and conditions of same, and all ordinances and policies of Collier County. The Consultant further agrees that if the contract is awarded the work will be performed in c accordance with the provisions, terms and conditions of the contract. RFP16-6598 Landscape Architects Packet Pg. 848 16.A.24.b To facilitate the fair evaluation and comparison of proposals, all proposals must conform to the guidelines set forth in this RFP. a) a Any portions of the proposal that do not comply with these guidelines must be so noted and explained in the Acceptance of Conditions section of the proposal. However, any proposal that contains such variances may be considered non-responsive. J Proposals should be prepared simply and economically, providing a straightforward concise description of the Consultant's approach and ability to meet the County's needs, as stated in the RFP. All proposals should be presented as described in the RFP in PDF or Microsoft Word format with Tabs clearly marked. If applicable, the utilization of recycled paper for �- proposal submission is strongly encouraged. 00" a.) The items listed below are to be submitted with each proposal and submitted in the order shown. Each section should be clearly labeled, with pages numbered and separated by 4 tabs. Failure by a Consultant to include all listed items may result in the rejection of its v, proposal. V3 Tab I, Cover Letter/ Management Summary o Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission o of a signed Proposal is Vendor's certification that the Vendor will accept any awards as a o result of this RFP. Tab II, Specialized Expertise of Team Members (Max 20 Points —Max 5 Pages) E Rating will be based on the ability of individuals on the proposed project team to perform the project. Please respond to the nine questions listed below. Brief biographies of key personnel, (including any subconsultant) and information presented in the section will be evaluated for ranking the proposer under this item. N Tab Ill, Corporate Experience and Capacity (Max 40 Points— Max 7 Pages) Ratings will be based on the firm's experience and performance on similar projects. The `r' typical rating for a firm with significant experience and satisfactory performance on related projects is fifteen (20) points. Additional points will be given up to the maximum allotted for a) this item for substantial experience on the same type of projects and outstanding E performance on previous projects. Little or no experience on the type of project will receive fewer points. a. V7 J Question Yes = 10 Points ooi No = 0 _ Lo 1 Has your firm provided landscape and irrigation design and services during cb construction for government or municipal road rights-of-way or median Yes = 10 beautification over the past five (5) years? If so, provide a list projects, No = 0 services provided, and references and their contact information. E 2 Has your firm provided landscape and irrigation design services for private roadways over the past five (5) years? If so, provide a list projects, Yes = 10 services provided, and references and their contact information. No = 0 RFP16-6598 Landscape Architects Packet Pg.849 16.A.24.b 3 Has your firm provided landscape and irrigation design services (other than beautification projects) for government, City, or Municipal Agencies? If so, Yes = 10 provide a list projects, services provided, and references and their contact No = 0 a information. 4 Does your firm provide total "in-house" landscape and design services? If N so, please describe services. Yes = 10 ca No = 0 —J E 5 Does your firm have the capability of reviewing existing landscape and irrigation systems and diagnosing pests and diseases? If not, a Yes= 10 o subcontractor may be used. Please provide subcontractor information. List No = 0 projects and length of maintenance consulting and relevant references. cs- 6 Does your firm make public presentations to committees, organizations, or o0 groups? Provide a list of five examples. Yes = 10 No = 0 cfl 7 How many landscape and irrigation design projects has your firm been involved in the past five (5) years? Provide list specifying your firm's Yes = 10 involvement in each project. No = 0 T. 8 Does your firm have experience and/or are you currently working with volunteer committees? Provide a list of Committees and dates of Yes = 10 -a involvement, and role for each organization. No = 0 oz 9 Provide information on landscape architectural services that your firm offers that would benefit Collier County. Please provide references. Yes = 10 No = 0 Ti" c TOTAL SCORE cc Vendor Total Number of Points Awarded N Vendor Name Projects Maximum 40 Vendor 123 95 40 Vendor 456 92 38.7 Vendor 789 84 35.4 113 Vendor 101 77 32.4 °t d a_ f6 Tab IV, Ability to Complete Projects on Time/Within Budget (Max 20 Points —Max 3 Pages) y 713Rating will be based on the proposer's approach to schedule control, proposer's current and projected workload, and available labor resources, approach to controlling past project costs, col and also, the chart of the costs on previous projects as compared to the estimated costs prior to bidding. The chart will be considered a measure of the proposer's ability to complete projects within budget. as Additional points will be given up to the maximum allotted for this item for proposer's extraordinary ability to allocate necessary resources, the priority that this project work will receive, and a superior approach to schedule and cost control. Reference checks on previous projects may be reviewed, with points added for completing work on time, and points deleted for failure to complete work on time. RFP16-6598 Landscape Architects Packet Pg. 850 16.A.24.b Provide information that documents your firm's and subcontractors' qualifications to produce the required deliverables, including abilities, capacity, skill, and financial strength, and number of years of experience in providing the required services. Also describe the various team members' successful experience in working with one another on previous projects. List Current Projects in the Format Identified Below E Project Original Final Project Number of Description Start Date End Date Budget Cost Change Orders N Tab V, Office Location and Responsiveness —(Maximum 10 Points—Maximum 2 Pages) f0 Rating will be based on ease of contract administration and responsiveness both during the o projects and after the projects are completed. The proposer with all key personnel located in v Collier County will receive more points. Proposers' principal offices and/or key personnel in other areas will receive fewer points. Tab VI, References—Completed and Returned (Maximum Ten (10) Points) 0 In order for the vendor to be awarded any points for this tab, the County requests that the vendor submits five (5) completed reference forms from clients whose projects are of a a similar nature to this solicitation as a part of their proposal. The County will only use the methodology calculations for the first five (5) references (only) submitted by the vendor in their proposal. re Prior to the Selection Committee reviewing proposals, the following methodology will be applied to each vendor's information provided in this area: • The County shall total each of the vendor's five reference questionnaires and create a ranking from highest number of points to lowest number of points. References o marked with an N/A (or similar notation will be given the score of zero (0)). Vendors who do not turn in reference forms will be counted as zero (0). • The greatest number of points allowed in this criterion will be awarded to the vendor who has the highest score. • The next highest vendor's number of points will be divided by the highest vendor's points which will then be multiplied by criteria points to determine the vendor's points a awarded. Each subsequent vendor's point score will be calculated in the same manner. -0 • Points awarded will be extended to the first decimal point(per Microsoft Excel). For illustrative purposes only, see chart for an example of how these points would be distributed among the five proposers. Note: Sample chart reflects a 10 point criterion. Vendor Name Vendor Total Reference Points Awarded 0 Score E Vendor ABC 445 10 Vendor DEF 425 9.6 Vendor GI-II 388 8.7 Vendor JKL 365 8.2 RFP16-6598 Landscape Architects Packet Pg. 851 16.A.24.b The points awarded by vendor will be distributed to the Selection Committee prior to their evaluation of the proposals. The Selection Committee will review the vendor's proposal to ensure consistency and completion of all tasks in the RFP, and review the Points Awarded a) per vendor. The Selection Committee may, at their sole discretion, contact references, and/or modify the reference points assigned after a thorough review of the proposal and -0 prior to final ranking by the final Selection Committee. Tab VII, Acceptance of Conditions Indicate any exceptions to the general terms and conditions of the RFP, and to insurance requirements or any other requirements listed in the RFP. If no exceptions are indicated in this tabbed section, it will be understood that no exceptions to these documents will be considered after the award, or if applicable, during negotiations. Exceptions taken by a a) Consultant may result in evaluation point deduction(s) and/or exclusion of proposal for Selection Committee consideration, depending on the extent of the exception(s). Such determination shall be at the sole discretion of the County and Selection Committee. Tab VIII, Required Form Submittals • Attachment 2: Consultant Checklist • Attachment 3: Conflict of Interest Affidavit • Attachment 4: Consultant Declaration Form' • Attachment 5: Immigration Affidavit and company's E-Verify profile page and 2 memorandum of understanding • Attachment 6: Consultant Substitute W9 • Attachment 7: Insurance Requirements • Attachment 8: Reference Questionnaire • Attachment 9: Debarment& Suspension o • Other: Licenses, certifications, etc. co N O N 4- U a) U L a) 0. to 0 N f0 co O U) 4- C a) E U ca a-+ a-' RFP16-6598 Landscape Architects Packet Pg. 852 16.A.24.b Exhibit II: General RFP Instructions 0 1. Questions �a U N Direct questions related to this RFP to the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. Consultants must clearly understand that E the only official answer or position of the County will be the one stated on the Collier County F Purchasing Department Online Bidding System website. For general questions, please call the referenced Procurement Strategist noted on the cover page. x ii 2. Pre-Proposal Conference C) The purpose of the pre-proposal conference is to allow an open forum for discussion and questioning with County staff regarding the RFP with all prospective Consultants having an 4 equal opportunity to hear and participate. Oral questions will receive oral responses, neither of which will be official, nor become part of the RFP. Only written responses to written 15 questions will be considered official, and will be included as part of the RFP as an addendum. 3. Compliance with the RFP Proposals must be in strict compliance with this RFP. Failure to comply with all provisions of ° w the RFP may result in disqualification. o caca 4. Ambiguity, Conflict, or Other Errors in the RFP E It is the sole responsibility of the Consultant if the Consultant discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP, to immediately notify the Procurement Strategist, noted herein, of such error in writing and request modification or clarification of the document prior to submitting the proposal. The Procurement Strategist will ti make modifications by issuing a written revision and will give written notice to all parties who N have received this RFP from the Purchasing Department. 5. Proposal, Presentation, and Protest Costs c The County will not be liable in any way for any costs incurred by any Consultant in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal °' and/or participation in any discussions, negotiations, or, if applicable, any protest procedures. 6. Delivery of Proposals All proposals are to be delivered before 3:00 PM, Naples local time, on or before June 2, 2016 to: coy Collier County Government o Purchasing Department 3327 Tamiami Trail E Naples FL 34112 a Attn: Brenda Brilhart, Procurement Strategist as The County does not bear the responsibility for proposals delivered to the Purchasing Department past the stated date and/or time indicated, or to an incorrect address by RFP16-6598 Landscape Architects Packet Pg. 853 16.A.24.b Consultant's personnel or by the Consultant's outside carrier. However, the Procurement Director, or designee, reserves the right to accept proposals received after the posted close time under the following conditions: CD • The tardy submission of the proposal is due to the following circumstances, which a may include but not be limited to: late delivery by commercial carrier such as Fed Ex, UPS or courier where delivery was scheduled before the deadline. E • The acceptance of said proposal does not afford any competing firm an unfair r advantage in the selection process. x If not submitting electronically, Consultants must submit one (1) paper copy one (1) compact disk (CD) with a copy of the proposal. List the Solicitation Number and Title on a the outside of the box or envelope. (r) 7. Validity of Proposals 71) No proposal can be withdrawn after it is filed unless the Consultant makes their request in writing to the County prior to the time set for the closing of Proposals. All proposals shall be e` valid for a period of one hundred eighty (180) days from the submission date to 0 accommodate evaluation and selection process. 8. Method of Source Selection 0 The County is using the Competitive Sealed Proposals methodology of source selection for this procurement, as authorized by Ordinance Number 2013-69 establishing and adopting the Collier County Purchasing Policy. If the County receives proposals from less than three (3)firms, the Procurement Director shall review all the facts and determine if it is in the best E interest of the County to solicit additional proposals or request that the Selection Committee 0 rank order the received proposals. The County may, as it deems necessary, conductCD discussions with qualified Consultants determined to be in contention for being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to solicitation requirements. N CD 9. Evaluation of Proposals :n Collier County will evaluate and select these Services in accordance with Florida Statute 287.055, Consultants' Competitive Negotiation Act. The County's procedure for selecting is as follows: 1. The County Manager or designee shall appoint a selection committee to review all a proposals submitted. 2. The Request for Proposal is issued. 3. Subsequent to the receipt closing date for the proposals, the Procurement professional will review the proposals received and verify each proposal to determine -coi if it minimally responds to the requirements of the published RFP. 4. Selection committee meetings will be open to the public and the Procurement Cn professional will publicly post prior notice of such meeting(s) in the lobby of the Purchasing Building and on the County's Procurement Services Internet site. c 5. Prior to the first meeting (Organization Meeting) of the selection committee, the E Procurement professional will post a notice announcing the date, time and place of the meeting at least three (3) working days prior to the meeting. At the initial organization meeting, the selection committee members will receive instructions, the submitted proposals, and establish the next selection committee meeting date and RFP16-6598 Landscape Architects Packet Pg. 854 16.A.24.b time. After the first meeting, the Procurement professional will publically announce all subsequent committee meeting dates and times. The subsequent meeting dates and times will be posted with at least one (1) day advanced notice. Q 6. Selection committee members will independently review and score each proposal based on the evaluation criteria stated in the request for proposal using the Individual Selection Committee Score and Rank Form and prepare comments for discussion at the next meeting. The Individual Selection Committee Score and Rank Form is E merely a tool to assist the selection committee member in their review of the proposals. -0 7. At the scheduled selection meeting, the members will present their independent findings/conclusions/comments based on their reading and interpretation of the r materials presented to each other, and may ask questions of one another. At the conclusion of that discussion, members of the public will be offered an opportunity it; (not to exceed three (3) minutes)to provide comments. t° 8. At the conclusion of public comments (provided for in number 7), the selection committee members will individually rank order each proposer. Collier County selection committee members may consider all the material submitted by the Proposer and other information Collier County may obtain to determine whether theris Proposer is capable of and has a history of successfully completing projects of this 0 type, including, without limitation, additional information Collier County may request, clarification of proposer information, public comments, and/or additional credit information. 9. Once the individual ranking has been completed, the Procurement professional will direct selection committee members to read their individual ranking publically. The o Procurement professional will record individual rankings on the Final Ranking Sheet which will mathematically compile into an overall selection committee rank of ai proposers. 10. In any of the selection committee meeting deliberations, by consensus, members o may request to invite proposers in to clarify their proposals, ask for additional information, present materials, interview, ask questions, etc. The members may consider any and all information obtained through this method in formulating their r-- individual ranking and subsequent selection committee overall ranking and final ranking. ,- 11. The selection committee's overall rank of firms in order of preference (from highest t0 beginning with a rank of one (1) to the lowest) will be discussed and reviewed by the Procurement Strategist. By final consensus, and having used all information presented (proposal, presentation, references, etc.), the selection committee members will create a final ranking and staff will subsequently enter into a' negotiations. Award of the contract is dependent upon the successful and full execution of a mutually agreed contract, pending the final approval by the Board of County Commissioners. as The County reserves the right to withdraw this RFP at any time and for any reason, and a to issue such clarifications, modifications, addendums, and/or amendments as it may deem appropriate, including, but not limited, to requesting supplemental proposal o information. Receipt of a proposal by the County or a submission of a proposal to the County offers no rights upon the Consultant nor obligates the County in any manner. Acceptance of the proposal does not guarantee issuance of any other governmental approvals. Proposals which include provisions requiring the granting of zoning variances may not be considered. RFP16-6598 Landscape Architects Packet Pg. 855 16.A.24.b 10. References The County reserves the right to contact any and all references submitted as a result of this Q solicitation. N 11. Proposal Selection Committee and Evaluation Factors E The County Manager or designee will appoint a Selection Committee to review all proposals submitted. The factors to be considered in the evaluation of proposal responses are listed below. U- (. Tab II, Specialized Expertise 20 co- Tab III, Experience & Capacity 40 Tab IV, Ability to Complete Project 20 Tab VI, Office Location & Responsiveness 10 �* Tab VI, References 10 TOTAL POINTS 100 0 O Tie Breaker: In the event of a tie, both in individual scoring and in final ranking, the firm with the lowest paid dollars by Collier County to the Consultant (as obtained from the County's financial system) within the last five (5) years will receive the higher individual ranking. This information will be based on information provided by the Consultant, subject to verification at the County's option. If there is a multiple firm tie in either individual scoring or final ranking, the firm with the lowest volume of work shall receive the higher ranking, the 0 firm with the next lowest volume of work shall receive the next highest ranking and so on. E 12. Acceptance or Rejection of Proposals ec The right is reserved by the County to waive any irregularities in any proposal, to reject any or all proposals, to re-solicit for proposals, if desired, and upon recommendation and justification by Collier County to accept the proposal which in the judgment of the County is deemed the most advantageous for the public and Collier County. Any proposal which is incomplete, conditional, obscure or which contains irregularities of any kind, may be cause for rejection. In the event of default of the successful Consultant, or their refusal to enter into the Collier County contract, the County reserves the right to accept the proposal of any other Consultant or to re-advertise using the same or revised documentation, at its sole discretion. ¢� a co v co -a CC J w I rn CO 0 E U CC RFP16-6598 Landscape Architects Packet Pg. 856 16.A.24.b Exhibit Ill: Collier County Purchase Order Terms and Conditions 1. Offer Unless otherwise provided in Purchase Order, a This offer is subject to cancellation by the no invoices shall be issued nor payments as U COUNTY without notice if not accepted by made prior to delivery. Unless freight andN VENDOR within fourteen (14)days of issuance. other charges are itemized, any discount will c be taken on the full amount of invoice. --I 2. Acceptance and Confirmation c) All shipments of goods scheduled on the same E This Purchase Order (including all documents day via the same route must be consolidated. F attached to or referenced therein) constitutes Each shipping container must be the entire agreement between the parties, unless consecutively numbered and marked to show x otherwise specifically noted by the COUNTY on this Purchase Order number. The container i the face of this Purchase Order. Each delivery of and Purchase Order numbers must be aci goods and/or services received by the COUNTY indicated on bill of lading. Packing slips must cam' from VENDOR shall be deemed to be upon the show Purchase Order number and must be `1? co terms and conditions contained in this Purchase included on each package of less than vtT- Order. container load (LCL) shipments and/or with each car load of equipment. The COUNTY No additional terms may be added and Purchase reserves the right to refuse or return any m Order may not be changed except by written shipment or equipment at VENDOR'S c instrument executed by the COUNTY. VENDOR expense that is not marked with Purchase o U is deemed to be on notice that the COUNTY Order numbers. VENDOR agrees to declare P. objects to any additional or different terms and to the carrier the value of any shipment made 3 conditions contained in any acknowledgment, under this Purchase Order and the full invoice ca invoice or other communication from VENDOR, value of such shipment. o notwithstanding the COUNTY'S acceptance or d) All invoices must contain the Purchase Order o payment for any delivery of goods and/or services, number and any other specific information as or any similar act by VENDOR. identified on the Purchase Order. Discounts -0 of prompt payment will be computed from the ac) 3. Inspection date of receipt of goods or from date of receipt E All goods and/or services delivered hereunder of invoices, whichever is later. Payment will o shall be received subject to the COUNTY'S be made upon receipt of a proper invoice and m cc inspection and approval and payment therefore in compliance with Chapter 218, Fla. Stats., shall not constitute acceptance. All payments are otherwise known as the "Local Government o subject to adjustment for shortage or rejection. All Prompt Payment Act," and, pursuant to the N defective or nonconforming goods will be returned Board of County Commissioners Purchasing pursuant to VENDOR'S instruction at VENDOR'S Policy. to expense. o 5. Time Is Of the Essence u> To the extent that a purchase order requires a Time for delivery of goods or performance of w series of performances by VENDOR, the services under this Purchase Order is of the a0i COUNTY prospectively reserves the right to essence. Failure of VENDOR to meet delivery cancel the entire remainder of the Purchase Order schedules or deliver within a reasonable time, as if goods and/or services provided early in the term interpreted by the COUNTY in its sole judgment, < of the Purchase Order are non-conforming or shall entitle the COUNTY to seek all remedies o otherwise rejected by the COUNTY. available to it at law or in equity. VENDOR agrees N 4. Shipping and Invoices to reimburse the COUNTY for any expenses -o c a) All goods are FOB destination and must be incurred in enforcing its rights. VENDOR further ca suitably packed and prepared to secure the agrees that undiscovered delivery of °Di lowest transportation rates and to comply with nonconforming goods and/or services is not a ,or, all carrier regulations. Risk of loss of any waiver of the COUNTY'S right to insist upon to goods sold hereunder shall transfer to the further compliance with all specifications. ,-- COUNTY at the time and place of delivery; c provided that risk of loss prior to actual receipt 6. Changes a) of the goods by the COUNTY nonetheless The COUNTY may at any time and by written ..c remain with VENDOR. notice make changes to drawings and cc b) No charges will be paid by the COUNTY for specifications, shipping instructions, quantities and < packing, crating or cartage unless otherwise delivery schedules within the general scope of this specifically stated in this Purchase Order. Purchase Order. Should any such change RFP16-6598 Landscape Architects Packet Pg. 857 16.A.24.b increase or decrease the cost of, or the time arise out of or are incident to the goods and/or required for performance of the Purchase Order, services to be provided hereunder. Q an equitable adjustment in the price and/or ca delivery schedule will be negotiated by the 11. Warranty of Non-Infringement COUNTY and VENDOR. Notwithstanding the VENDOR represents and warrants that all goods c foregoing, VENDOR has an affirmative obligation sold or services performed under this Purchase to give notice if the changes will decrease costs. Order are: a) in compliance with applicable laws; Any claims for adjustment by VENDOR must be b) do not infringe any patent, trademark, copyright F made within thirty (30) days from the date the or trade secret; and c) do not constitute unfair o change is ordered or within such additional period competition. x of time as may be agreed upon by the parties. 0 VENDOR shall indemnify and hold harmless the co- 7. Warranties COUNTY from and against any and all claims, cz La VENDOR expressly warrants that the goods including claims of negligence, costs and expense, as and/or services covered by this Purchase Order including but not limited to attorneys' fees, which 4* will conform to the specifications, drawings, arise from any claim, suit or proceeding alleging Ti- samples or other descriptions furnished or that the COUNTY'S use of the goods and/or 11 specified by the COUNTY, and will be of services provided under this Purchase Order are f2 satisfactory material and quality production, free inconsistent with VENDOR'S representations and o from defects and sufficient for the purpose warranties in section 11 (a). v intended. Goods shall be delivered free from any -a security interest or other lien, encumbrance or If any claim which arises from VENDOR'S breach o claim of any third party. These warranties shall of section 11 (a) has occurred, or is likely to occur, R survive inspection, acceptance, passage of title VENDOR may, at the COUNTY'S option, procure o and payment by the COUNTY. for the COUNTY the right to continue using the c 0 goods or services, or replace or modify the goods ' 8. Statutory Conformity or services so that they become non-infringing, c Goods and services provided pursuant to this (without any material degradation in performance, E Purchase Order, and their production and quality, functionality or additional cost to the E transportation shall conform to all applicable laws, COUNTY). o including but not limited to the Occupational iY Health and Safety Act, the Federal Transportation 12. Insurance Requirements Act and the Fair Labor Standards Act, as well as The VENDOR, at its sole expense, shall provide c any law or regulation noted on the face of the commercial insurance of such type and with such N Purchase Order. terms and limits as may be reasonably associated with the Purchase Order. Providing and `r°• 9. Advertising maintaining adequate insurance coverage is a o No VENDOR providing goods and services to the material obligation of the VENDOR. All insurance en COUNTY shall advertise the fact that it has policies shall be executed through insurers contracted with the COUNTY for goods and/or authorized or eligible to write policies in the State ami services, or appropriate or make use of the of Florida. 1E COUNTY'S name or other identifying marks or property without the prior written consent of the 13. Compliance with Laws i COUNTY'S Purchasing Department. In fulfilling the terms of this Purchase Order, o VENDOR agrees that it will comply with all federal, N 10. Indemnification state, and local laws, rules, codes, and ordinances -a a VENDOR shall indemnify and hold harmless the that are applicable to the conduct of its business. J COUNTY from any and all claims, including claims By way of non-exhaustive example, this shall �I of negligence, costs and expenses, including but include the American with Disabilities Act and all a) not limited to attorneys' fees, arising from, caused prohibitions against discrimination on the basis of T by or related to the injury or death of any person race, religion, sex creed, national origin, handicap, ,- (including but not limited to employees and agents marital status, or veterans' status. Further, E of VENDOR in the performance of their duties or VENDOR acknowledges and without exception or E otherwise), or damage to property (including stipulation shall be fully responsible for complying .c property of the COUNTY or other persons), which with the provisions of the Immigration Reform and V, Control Act of 1986 as located at 8 U.S.C. 1324, et <t RFP16-6598 Landscape Architects 15 Packet Pg. 858 16.A.24.b seq. and regulations relating thereto, as either breach by VENDOR of the terms and conditions of may be amended. Failure by the awarded firm(s) this Purchase Order, provided that COUNTY has a to comply with the laws referenced herein shall provided VENDOR with notice of such breach and as constitute a breach of the award agreement and VENDOR has failed to cure within 10 days of - the County shall have the discretion to unilaterally receipt of such notice. c terminate said agreement immediately. Any J breach of this provision may be regarded by the 19. General E COUNTY as a material and substantial breach of a) This Purchase Order shall be governed by the the contract arising from this Purchase Order. laws of the State of Florida. The venue for -a any action brought to specifically enforce any x 14. Force Majeure of the terms and conditions of this Purchase "' r Neither the COUNTY nor VENDOR shall be Order shall be the Twentieth Judicial Circuit in a responsible for any delay or failure in performance and for Collier County, Florida ,a'., resulting from any cause beyond their control, b) Failure of the COUNTY to act immediately in `° including, but without limitation to war, strikes, civil response to a breach of this Purchase Order Tk disturbances and acts of nature. When VENDOR by VENDOR shall not constitute a waiver of has knowledge of any actual or potential force breach. Waiver of the COUNTY by any majeure or other conditions which will delay or default by VENDOR hereunder shall not be al threatens to delay timely performance of this deemed a waiver of any subsequent default by c Purchase Order, VENDOR shall immediately give VENDOR. o U notice thereof, including all relevant information c) All notices under this Purchase Order shall be -a with respects to what steps VENDOR is taking to sent to the respective addresses on the face 3 complete delivery of the goods and/or services to page by certified mail, return receipt as the COUNTY. requested, by overnight courier service, or by personal delivery and will be deemed effective o 15. Assignment upon receipt. Postage, delivery and other VENDOR may not assign this Purchase Order, nor charges shall be paid by the sender. A party c any money due or to become due without the prior may change its address for notice by written a) written consent of the COUNTY. Any assignment notice complying with the requirements of this E made without such consent shall be deemed void. section. o d) The Vendor agrees to reimbursement of any aa) CL 16. Taxes travel expenses that may be associated with Goods and services procured subject to this this Purchase Order in accordance with c Purchase Order are exempt from Florida sales Florida Statute Chapter 112.061, Per Diem and use tax on real property, transient rental and Travel Expenses for Public Officers, property rented, tangible personal purchased or employees and authorized persons. `r' rented, or services purchased (Florida Statutes, e) In the event of any conflict between or among o Chapter 212), and from federal excise tax. the terms of any Contract Documents related 0 to this Purchase Order, the terms of the 17. Annual Appropriations Contract Documents shall take precedence ai The COUNTY'S performance and obligation to over the terms of the Purchase Order. To the pay under this Purchase Order shall be contingent extent any terms and /or conditions of this 0 upon an annual appropriation of funds. Purchase Order duplicate or overlap the m Terms and Conditions of the Contract f 18. Termination Documents, the provisions of the Terms N This Purchase Order may be terminated at any and/or Conditions that are most favorable to -o time by the COUNTY upon 30 days prior written the County and/or provide the greatest J notice to the VENDOR. This Purchase Order may protection to the County shall govern. 0 3 1 be terminated immediately by the COUNTY for an cn co c a) E 0 co Z. RFP16-6598 Landscape Architects 16 Packet Pg. 859 16.A.24.b Exhibit IV: Additional Terms and Conditions for RFP a) 1. Insurance and Bonding Requirements The Consultant shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in the Insurance and E Bonding attachment of this solicitation. The Consultant shall procure and maintain property insurance upon the entire project, if required, to the full insurable value of the scope of work. The County and the Consultant waive against each other and the County's separate Consultants, Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all c; damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Consultant and County shall, where appropriate, require similar v; waivers of subrogation from the County's separate Consultants, Design Consultants and Subcontractors Ti and shall require each of them to include similar waivers in their contracts. Collier County shall be responsible for purchasing and maintaining, its own liability insurance. Certificates issued as a result of the award of this solicitation must identify "For any and all work performed on behalf of Collier County." The General Liability Policy provided by Consultant to meet the requirements of this solicitation shall .2 name Collier County, Florida, as an additional insured as to the operations of Consultant under this o solicitation and shall contain a severability of interests' provisions. Collier County Board of County Commissioners shall be named as the Certificate Holder. The E Certificates of Insurance must state the Contract Number, or Project Number, or specific Project o description, or must read: For any and all work performed on behalf of Collier County. The "Certificate a Holder" should read as follows: ct ti Collier County Board of County Commissioners Naples, Florida The amounts and types of insurance coverage shall conform to the minimum requirements set forth in Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and "' endorsements or their equivalents. If Consultant has any self-insured retentions or deductibles under a any of the below listed minimum required coverage, Consultant must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory v evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be Consultant's sole responsibility. ttN Coverage(s) shall be maintained without interruption from the date of commencement of the Work until c the date of completion and acceptance of the scope of work by the County or as specified in this . solicitation, whichever is longer. coi The Consultant and/or its insurance carrier shall provide thirty (30) days written notice to the County of to policy cancellation or non-renewal on the part of the insurance carrier or the Consultant. The Consultant shall also notify the County, in a like manner, within twenty-four(24) hours after receipt, of any notices of F expiration, cancellation, non-renewal or material change in coverage 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 zi hereunder, Consultant shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. RFP16-6598 Landscape Architects Packet Pg. 860 16.A.24.b Should at any time the Consultant not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Consultant for such coverage(s) purchased. If Consultant fails to reimburse the County a for such costs within thirty (30) days after demand, the County has the right to offset these costs from 3 any amount due Consultant under this Agreement or any other agreement between the County and a Consultant. The County shall be under no obligation to purchase such insurance, nor shall it be J responsible for the coverage(s) purchased or the insurance company or companies used. The decision E of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of a) any of its rights under the Contract Documents. If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work, the Consultant shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the °; Consultant to provide the County with such renewal certificate(s) shall be considered justification for the County to terminate any and all contracts. N 2. Offer Extended to Other Governmental Entities Collier County encourages and agrees to the successful Consultant extending the pricing, terms and o conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful Consultant. 3. Additional Items and/or Services o 0 Additional items and/or services may be added to the resultant contract, or purchase order, in 4,73 compliance with the Purchasing Policy. E 4. County's Right to Inspect o The County or its authorized Agent shall have the right to inspect the Consultant's facilities/project site ce during and after each work assignment the Consultant is performing. 5. Vendor Performance Evaluation to The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon "' completion/termination of this Agreement. 6. Additional Terms and Conditions of Contract Collier County has developed standard contracts/agreements, approved by the Board of County cri- Commissioners (BCC). The selected Consultant shall be required to sign a standard Collier County N contract within twenty one (21) days of Notice of Selection for Award. The resultant contract(s) may include purchase or work orders issued under one, or any combination of cal price methodologies by the County's project manager: Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from L the County to the contractor; and, as a business practice there are no hourly or material invoices a presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. RFP16-6598 Landscape Architects Packet Pg. 861 16.A.24.b Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's s mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely c change. As a general business practice, these contracts include back-up documentation of costs; 3 invoices would include number of hours worked and billing rate by position (and not company (or E subcontractor) timekeeping or payroll records), material or equipment invoices, and other w reimbursable documentation for the project. The County reserves the right to include in any contract document such terms and conditions, as it deems necessary for the proper protection of the rights of Collier County. A sample copy of this contract co- is available upon request. The County will not be obligated to sign any contracts, maintenance and/or service agreements or other documents provided by the Consultant. The County's project manager shall coordinate with the Contractor the return of any surplus assets, including materials, supplies, and equipment associated with the scope or work. it 7. Public Records Compliance The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119 (including 3 specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies. 2 0 8. Work Orders on Fixed Term Contracts The County reserves the right to order such services from selected firms as may be required during said E period, but does not guarantee any minimum or maximum services to be ordered during the period o specified from any given firm. Work Order service assignments shall be at the sole discretion of the County. c r- The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous N landscape architectural services which will be utilized on an as-needed basis. Assignments shall be implemented with Work Orders subject to a maximum of $200,000 per Work Order. Work Order assignments in excess of$200,000 shall be approved by the Board of County Commissioners. Should any project that is active on a work order extend past the contract termination date, that work order will be active and extended as necessary until completion of such project. U 9. Payment Method Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes. Vendor's invoices must include: • Purchase Order Number • Description and quantities of the goods or services provided per instructions on the County's �i purchase order or contract. Invoices shall be sent to: Board of County Commissioners E Clerk's Finance Department ATTN: Accounts Payable 3299 Tamiami Trail E Ste 700, Naples FL 34112 Or emailed to: bccapclerk@collierclerk.com. RFP16-6598 Landscape Architects Packet Pg. 862 16.A.24.b Collier County, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. a) Payment methods include: • Traditional— payment by check, wire transfer or other cash equivalent. • Standard — payment by purchasing card. Collier County's Purchasing Card Program is supported by 3 standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant of the Rules E for VISA Merchants and MasterCard Merchant Rules. F- The County may not accept any additional surcharges (credit card transaction fees) as a result of using X the County's credit card for transactions relating to this solicitation. The County will entertain bids clearly stating pricing for standard payment methods. An additional separate discounted price for co- traditional otraditional payments may be provided at the initial bid submittal if it is clearly marked as an "Additional gi Cash Discount." Upon execution of the Contract and completion of each month's work, payment requests may be submitted to the Project Manager on a monthly basis by the Contractor for services rendered for that rg prior month. Services beyond sixty (60) days from current monthly invoice will not be considered for 2 payment without prior approval from the Project manager. All invoices should be submitted within the 0 fiscal year the work was performed. (County's fiscal year is October 1 - September 30.) Invoices - submitted after the close of the fiscal year will not be accepted (or processed for payment) unless 3 specifically authorized by the Project Manager. 0 Payments will be made for articles and/or services furnished, delivered, and accepted, upon receipt and o approval of invoices submitted on the date of services or within six (6) months after completion of f 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 E essence with respect to the timely submission of invoices under this agreement. o a) In instances where the successful contractor may owe debts (including, but not limited to taxes or other fx fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy these debts, the County reserves the right to off-set the amount owed to the County by applying the amount N owed to the vendor or contractor for services performed of for materials delivered in association with a to contract. 0 Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the "' Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." °J Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for 5 work not performed or for unsatisfactory performance of Contractual requirements. 0 10. Environmental Health and Safety N All Consultants and Sub Consultants performing service for Collier County are required and shall comply (1 with all Occupational Safety and Health Administration (OSHA), State and County Safety and �i Occupational Health Standards and any other applicable rules and regulations. Consultants and Sub Consultants shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. All firewall penetrations must be protected in order to meet Fire Codes. a) Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and/or right-of-way for the purpose of inspection of any Consultant's work operations. This provision is non-negotiable by any department and/or Consultant. RFP16-6598 Landscape Architects Packet Pg. 863 16.A.24.b All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 0 11. Licenses -a The Consultant is required to possess the correct Business Tax Receipt, professional license, and any E other authorizations necessary to carry out and perform the work required by the project pursuant to all t applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. 1 Additionally, copies of the required licenses must be submitted with the proposal response indicating that the entity proposing, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the contract documents. Failure on 0 the part of any Consultant to submit the required documentation may be grounds to deem Consultant non-responsive. A Consultant, with an office within Collier County is also required to have an occupational license. 71_,) All State Certified contractors who may need to pull Collier County permits or call in inspections must m complete a Collier County Contractor License registration form and submit the required fee. After b registering the license/registration will need to be renewed thereafter to remain "active" in Collier County. c°� If you have questions regarding professional licenses contact the Contractor Licensing, Community .a Development and Environmental Services at (239) 252-2431, 252-2432 or 252-2909. Questions regarding required occupational licenses, please contact the Tax Collector's Office at (239) 252-2477. cs 12. Survivability o The Consultant agrees that any Work Order that extends beyond the expiration date of Solicitation 16- c 6598 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. E 0 N 13. Principals/Collusion ti By submission of this Proposal the undersigned, as Consultant, does declare that the only person or N persons interested in this Proposal as principal or principals is/are named therein and that no person _" other than therein mentioned has any interest in this Proposal or in the contract to be entered into; that `t° this Proposal is made without connection with any person, company or parties making a Proposal, and that it is in all respects fair and in good faith without collusion or fraud. "' N .1-s U 14. Relation of County ' U It is the intent of the parties hereto that the Consultant shall be legally considered an independent a`0 Consultant, and that neither the Consultant nor their employees shall, under any circumstances, be considered employees or agents of the County, and that the County shall be at no time legally responsible for any negligence on the part of said Consultant, their employees or agents, resulting in c either bodily or personal injury or property damage to any individual, firm, or corporation. -i CO 15. Termination Should the Consultant be found to have failed to perform his services in a manner satisfactory to the L County, the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole _g judge of non-performance. RFP16-6598 Landscape Architects Packet Pg. 864 16.A.24.b 16. Lobbying All firms are hereby placed on NOTICE that the Board of County Commissioners does not wish to be a. lobbied, either individually or collectively about a project for which a firm has submitted a Proposal. Firms and their agents are not to contact members of the County Commission for such purposes as a meeting or introduction, luncheons, dinners, etc. During the process, from Proposal closing to final J Board approval, no firm or their agent shall contact any other employee of Collier County in reference to E this Proposal, with the exception of the Procurement Director or his designee(s). Failure to abide by this a) provision may serve as grounds for disqualification for award of this contract to the firm. 17. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) L In order to be considered for award, firms must be registered with the Florida Department of State '2 Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a 2 certificate of authority (www.sunbiz.org/search.html) prior to execution of a contract. A copy of the Tt document may be submitted with the solicitation response and the document number shall be identified. r Firms who do not provide the certificate of authority at the time of response shall be required to provide t same within five (5) days upon notification of selection for award. If the firm cannot provide the document `° within the referenced timeframe, the County reserves the right to award to another firm. o 18. Single Proposal Each Consultant must submit, with their proposal, the required forms included in this RFP. Only one .2 proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as a o primary or as part of a partnership or joint venture submitting as primary may not then act as a sub- consultant to any other firm submitting under the same RFP. If a legal entity is not submitting as a c primary or as part of a partnership or joint venture as a primary, that legal entity may act as a sub- consultant to any other firm or firms submitting under the same RFP. All submittals in violation of this o requirement will be deemed non-responsive and rejected from further consideration. 6' In addition, consultants that have participated and/or will participate in the development of r scope, background information or oversight functions on this project are precluded from N submitting a Proposal as either a prime or sub- consultant. 19. Protest Procedures U) Any prospective proposer who desires to protest any aspect(s) or provision(s) of the solicitation U (including the form of the solicitation documents or procedures) shall file their protest with the 2 Procurement Director prior to the time of the bid opening strictly in accordance with the County's then F current purchasing ordinance and policies. a The Board of County Commissioners will make award of contract in public session. Award N recommendations will be posted outside the offices of the Purchasing Department on Wednesdays and Thursdays. Any actual or prospective respondent who desires to formally protest the recommended . contract award must file a notice of intent to protest with the Procurement Director within two (2) calendar days (excluding weekends and County holidays) of the date that the recommended award is posted. v; Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be t given instructions as to the form and content requirements of the formal protest. A copy of the "Protest Policy" is available at the office of the Procurement Director. C"' RFP16-6598 Landscape Architects Packet Pg. 865 16.A.24.b 20. Public Entity Crime A person or affiliate who has been placed on the convicted Consultant list following a conviction for a a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or 3 services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies J on leases of real property to a public entity; may not be awarded or perform work as a contractor, E 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 .a TWO for a period of 36 months following the date of being placed on the convicted Consultant list. L r• 21. Security and Background Checks oti C) If required, Consultant shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department, and drug testing for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and -u3- local local law enforcement records, including a state and FBI fingerprint check, credit reports, education, m residence and employment verifications and other related records. Contractor shall be required to c maintain records on each employee and make them available to the County for at least four(4) years. 22. Conflict of Interest Consultant shall complete the Conflict of Interest Affidavit included as an attachment to this RFP B document. Disclosure of any potential or actual conflict of interest is subject to County staff review and o does not in and of itself disqualify a firm from consideration. These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution. 23. Prohibition of Gifts to County Employees o W No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, ce service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida c Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. N Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate "' termination of any contract held by the individual and/or firm for cause. .113 24. Immigration Law Affidavit Certification Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership c with the Social Security Administration (SSA), provides an Internet-based means of verifying 3i employment eligibility of workers in the United States; it is not a substitute for any other employment o eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners RFP16-6598 Landscape Architects Packet Pg. 866 16.A.24.b Consultants are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Consultant's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully a executed E-Verify Memorandum of Understanding for the company. Consultants are also required to Z3 provide the Collier County Purchasing Department an executed affidavit certifying they shall comply with -8 the E-Verify Program. The affidavit is attached to the solicitation documents. If the Consultant does J not comply with providing the acceptable E-Verify evidence and the executed affidavit the E Consultant's proposal may be deemed non-responsive. F- -13 Additionally, Consultants shall require all subcontracted Consultants to use the E-Verify system for all x purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the Consultant's responsibility to familiarize themselves with all f; rules and regulations governing this program. Consultant acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as t located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with . the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws g referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and .a the County shall have the discretion to unilaterally terminate said agreement immediately. 0 a) T N N fA RS J co rn u) ca co a) RFP16-6598 Landscape Architects Packet Pg. 867 16.A.24.b Collier County Administrative Services Department 0.. Procurement Services Division N Attachment 1: Consultant's Non-Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons for prospective Consultants not wishing to respond to this solicitation. If your firm is not responding to this RFP, please indicate the reason(s) by checking the item(s) listed below and return this form via email or fax, noted on the cover page, k or mail to Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. C) We are not responding to CCNA Solicitation 16-6598 Fixed Term Landscape Architectural Services Tt for the following reason(s): �I Services requested not available through our company. ❑ Our firm could not meet specifications/scope of work. ❑ Specifications/scope of work not clearly understood or applicable (too vague, rigid, etc.) n Project is too small. ❑ Insufficient time allowed for preparation of response. 0 ❑ Incorrect address used. Please correct mailing address: 0 r- 1-1 1-I Other reason(s): o d Name of Firm: as Q. U N Address: -0 J City, State, Zip: 00i Telephone: Email: C' 0 F Representative Signature: Representative Name: Date RFP16-6598 Landscape Architects Packet Pg. 868 16.A.24.b Caber County u� Administrative Services Depar6nent Procurement Ser,es Divis.on tv U to Attachment 2: Consultant Check List IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and return with your Proposal. Consultant should check off each of the following items as the necessary 1-73 action is completed: U- ❑ The Proposal has been signed. co ❑ All applicable forms have been signed and included, along with licenses to complete the requirements T of the project. 0 ❑ Any addenda have been signed and included. m r ❑ The mailing envelope has been addressed to: 0 Collier County Government Purchasing Department, 3327 Tamiami Trail E. Naples FL 34112 Attn: Brenda Brilhart, Procurement Strategist CCNA Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services to The mailing envelope must be sealed and marked with RFP#, Proposal Title and Due Date. ❑ The Proposal will be mailed or delivered in time to be received no later than the specified due date o and time. (Otherwise Proposal cannot be considered.) a ❑ If submitting a manual bid, include any addenda (initialed and dated noting understanding and receipt). If submitting bid electronically, bidder will need to download all related N documents on www.colliergov.net/bid. The system will date and time stamp when the addendum files were downloaded. ALL COURIER-DELIVERED PROPOSALS MUST HAVE THE RFP NUMBER AND TITLE ON THE to OUTSIDE OF THE COURIER PACKET Name of Firm: 0.Address: City, State, Zip: J Telephone: Email: CO .a: c Representative Signature: °' Representative Name: Date tc RFP16-6598 Landscape Architects Packet Pg. 869 16.A.24.b Collier County Administrative.Services Department Q Procurement Seri:es Dlaision U N Attachment 3: Conflict of Interest Affidavit J E By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed work; x and bear on whether the firm (employees, officers and/or agents) has a possible conflict have been fully disclosed. 0) U, Additionally, the firm (employees, officers and/or agents) agrees to immediately notify in writing the to Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract *; and/or project duration. 6- 6- Firm: Firm: 0 Signature and Date: Print Name o 0 Title of Signatory a, E E 0 State of 8 a) County of c SUBSCRIBED AND SWORN to before me this day of , 20_, (71 by , who is personally known to me to be the c for the Firm, OR who produced the following identification "' w U a) t+ U a) Notary Public as My Commission Expires as i co a) 0 a) re. RFP16-6598 Landscape Architects Packet Pg. 870 16.A.24.b Colin er County a) Cla Administrative Services Department Procurement Services D v sion y G t43 Attachment 4: Consultant Declaration Statement BOARD OF COUNTY COMMISSIONERS Collier County Government Complex cs- Naples, Florida 34112 a) RE: CCNA Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services Dear Commissioners: v The undersigned, as Consultant declares that this proposal is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith, without collusion 0 or fraud. L The Consultant agrees, if this proposal is accepted, to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County, for the performance of all requirements to which the proposal pertains. The Consultant states that the proposal is based upon the proposal documents listed by the above referenced CCNA Solicitation. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of , 20_in the County of , in the State of o GS Firm's Legal Name: r~ Address: City, State, Zip Code: 0 Florida Certificate of U•) Authority Document rn Number Federal Tax -c Identification Number CCR # or CAGE a Code V Telephone: —J I FAX: rn 0 Signature by: tO (Typed and written) Title: 1= U w RFP16-6598 Landscape Architects Packet Pg.871 16.A.24.b Additional Contact Information Send payments to: (required if different from Company name used as payee above) Contact name: -a raJ Title: a> Address: cu City, State,ZIP Telephone: c0i 0 FAX: Email: f6 Office servicing Collier County to place orders (required if different from above) L Contact name: R Title: 0 Address: is City, State,ZIP 0 E E Telephone: au Email: 0 N CD 0 u7 N .a+ U U L d Q RS U 0 l4 J I 0> Lc) (0 C a) U t4 w RFP16-6598 Landscape Architects Packet Pg. 872 16.A.24.b Collier County Administrative Services Department Procurement Services Division C.) to Attachment 5: Immigration Affidavit Certification cts CCNA Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Consultants are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the (-- Consultant's Consultant's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile c6 page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verify program may deem the Consultant proposal as (1, non-responsive. N Collier County will not intentionally award County contracts to any Consultant who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section T. 274A(e)of the Immigration and Nationality Act ("INA"). Collier County may consider the employment by any Consultant of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e) of the INA shall 3 be grounds for unilateral termination of the contract by Collier County. 0 Consultant attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration o Act and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated c by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Consultant's/ Bidder's proposal. E E 0 U Company Name m cc Print Name Title Signature Date State of County of_ «� The foregoing instrument was signed and acknowledged before me this day of _, 20_, by c who has produced as identification. (Print or Type Name) (Type of Identification and Number) rn Notary Public Signature cs co coPrinted Name of Notary Public w co Notary Commission Number/Expiration The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of this affidavit to interrogatories hereinafter made. v RFP16-6598 Landscape Architects Packet Pg. 873 16.A.24.b Collier County AdminstratSen ces Geparnent Q' event 5et,:is-a Gniso:i U to Attachment 6: Consultant Substitute W—9 Request for Taxpayer Identification Number and Certification a) In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County(including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and 0 return with your quote or proposal. 1. General Information (provide all information) Taxpayer Name (as shown on income tax return) T. Business Name (if different from taxpayer name) Address City U State Zip `c Telephone FAX Email 0 Order Information Remit/Payment Information Address Address E City State Zip City State Zip FAX FAX Email Email c N 2. Company Status (check only one) CD 0 _Individual/Sole Proprietor Corporation Partnership �— Tax Exempt(Federal income tax-exempt entity Limited Liability Company under Internal Revenue Service guidelines IRC y 501 (c)3) Enter the tax classification (D=Disregarded Entity, C=Corporation, P=Partnership) i d 3. Taxpayer Identification Number(for tax reporting purposes only) 0.cts 0 Federal Tax Identification Number(TIN) J (Consultants who do not have a TIN,will be required to provide a social security number prior to an award). co 4. Sign and Date Form: Certification: Under penalties of perjury, I certify that the information shown on this form is correct to co my knowledge. Signature Date a+ E Title Phone Number v CO RFP16-6598 Landscape Architects Packet Pg. 874 16.A.24.b Gottier County Administrative Services Department Procurement Services Dlvssion Q U Attachment 7: Insurance and Bonding Requirements Insurance I Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ® Employer's Liability $100,000 single limit per occurrence 3. ® Commercial General Bodily Injury and Property Damage °; Liability(Occurrence Form) patterned after the current $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. ca 4. ® Indemnification To the maximum extent permitted by Florida law, the Contractor/Consultant shall indemnify and hold harmless Collier County, its officers and employees12 from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals'fees, to the extent c caused by the negligence, recklessness, or intentionally wrongful conduct of o the Contractor/Consultant or anyone employed or utilized by the Contractor/Consultant in the performance of this Agreement. 4. ®Automobile Liability $ 500,000 Each Occurrence; Bodily Injury& Property Damage, E Owned/Non-owned/Hired; Automobile Included 5. ® Other insurance as ❑ United States Longshoreman's and Harborworker's Act coverage shall be noted: maintained where applicable to the completion of the work. $ Per Occurrence c ❑ Maritime Coverage(Jones Act) shall be maintained where applicable to the completion of the work. co $ Per Occurrence ❑ Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence a) ❑ Pollution $ Per Occurrence °- U ® Professional Liability $1,000,000 per claim and in the aggregate as • $1,000,000 per claim and in the aggregate col • $2,000,000 per claim and in the aggregate ,n' ❑ Project Professional Liability $ Per Occurrence c ❑ Employee Dishonesty/Crime $ Per Occurrence Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss c Payee endorsement naming Collier County. RFP16-6598 Landscape Architects 32 Packet Pg. 875 16.A.24.b 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers'check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. a. 7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100% of the Contract award amount,the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to F— Owner; provided, however, the surety shall be rated as "A-"or better as to general policy holders rating and Class V or higher rating as to financial size ii category and the amount required shall not exceed 5% of the reported policy cs. holders' surplus, all as reported in the most current Best Key Rating Guide, rn published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. ca 8. ® Consultant shall ensure that all subcontractors comply with the same insurance requirements that he is N required to meet. The same Consultant shall provide County with certificates of insurance meeting the t required insurance provisions. c 9. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate fo u Commercial General Liability where required. Cri 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board o County Commissioners in Collier County, OR Collier County Government, OR Collier County. Th( o Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description m or must read: For any and all work performed on behalf of Collier County. a) 11. ® Thirty (30) Days Cancellation Notice required. a) RLC 3/28/2016 ti Consultant's Insurance Statement N We understand the insurance requirements of these specifications and that the evidence of insurability may bE required within five (5) days of the award of this solicitation. L) Name of Firm Date a) Consultant Signature a Print Name U N ZS Insurance Agency Agent Name Telephone Number co u, CO c a) RFP16-6598 Landscape Architects 33 Packet Pg. 876 16.A.24.b Co'it(ier County Administrative Services Department Procurement Services Division Attachment 8: Reference Questionnaire Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services y Reference Questionnaire for: J E (Name of Company Requesting Reference Information) (Name of Individuals Requesting Reference Information) x LL Name: Company: co- (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) cfl Email: FAX: Telephone: + Collier County is implementing a process that collects reference information on firms and their key personnel to be used in r the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of U your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual -a again)and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0." 0 Project Description: Completion Date: Project Budget:- Project Number of Days: - Item Citeria Score 1 Ability to manage the project costs (minimize change orders to scope). 2 Ability to maintain project schedule(complete on-time or early). N. 3 Quality of work. 4 Quality of consultative advice provided on the project. 5 Professionalism and ability to manage personnel. _ U 6 Project administration (completed documents, final invoice, final product turnover; a' invoices; manuals or going forward documentation, etc.) 7 Ability to verbally communicate and document information clearly and succinctly. Q. c,s _ U 8 Abiltity to manage risks and unexpected project circumstances. -a 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. -J 0 rn 10 Overall comfort level with hiring the company in the future(customer satisfaction). co cz, co TOTAL SCORE OF ALL ITEMS Please FAX this completed survey to: By E RFP16-6598 Landscape Architects 34 Packet Pg. 877 16.A.24.b Gelber Comity Administratve Services Department Procurement Services Division U N Attachment 9: Debarment I Suspension COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions a LL 0 cy) in (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment L rendered against them for commission of fraud or a criminal offense in connection with obtaining, E. attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a 3 public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, -a forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen ct ro ert (c) property; renot presently indicted for or otherwise criminally or civilly charged by a governmental entity 2 (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this o certification; and . (d) Have not within a three-year period preceding this application/proposal had one or more public c transactions (Federal, State or local)terminated for cause or default. c, E (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, o such prospective participant shall attach an explanation to this proposal. ce r•. 0 Name Project Name 0 Title Project Number Firm Tax ID Number at DUNS Number J CO Street Address, City, State, Zip Signature RFP16-6598 Landscape Architects 35 Packet Pg. 878 16.A.24.c Ta Contract# 16-6598 "Fixed Term Landscape Architectural Services" a co FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES J THIS AGREEMENT is made and entered into this day of 2016, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of X the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Michael A. McGee, o Landscape Architect, P.A. d/b/a McGee & Associates, authorized to do business in the State of Florida, whose business address is 5079 Tamiami Trail East, Naples, Florida 34113 (hereinafter referred to as the "CONSULTANT' and/or"CONTRACTOR"). o U WITNESSETH: E 0 WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape o Architectural services expeditiously when a need arises in connection with a Collier County project; E and . WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), o N makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and 2 WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of 2" Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a 5 fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. E a 1 . #16-6598"Fixed Term Landscape Archjtectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 879 16.A.24.c NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY E 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, o X CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter r os the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. U tC 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in o conformance with the scope of services, which shall be described in a Work Order issued pursuant to cc the procedures described herein. The form of the Work Order is set forth in attached Schedule A. .2 0 Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 4 written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved c in writing by the Board of County Commissioners of Collier County. Work order assignments for selecting a firm are as follows: U • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking E interested firms (all awarded firms will be invited to participate). • For all other using departments/divisions, if project is less than $50,000, then any awarded E firm may be selected. 2 ON.a #16-6598"Fixed Term Landscape Arc arhirai S rvira Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 880 1 6.A.24.c • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be 2 selected by informally interviewing, scoring and ranking the interested firms (all awarded firms will be invited to participate). 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. J CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be .x at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to . the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, E' 0 said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for ci performance of those Services, a Work Order shall be prepared which incorporates the terms of the o understanding reached by the parties with respect to such Services and if both parties are in 1 agreement therewith, they shall jointly execute the Work Order. 0 cc 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly F4_ provide the Services required thereby, in accordance with the terms of this Agreement and the subject U Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee e a) unto CONSULTANT that any specific amount of Services will be requested or required of a� CONSULTANT pursuant to this Agreement. E t ova 3 #16-6598"Fixed Term Landscape Architectural SPrvicea" Michael A.McGee,Landscape Architect,P.A.d/b/a ry Packet Pg. 881 16.A.24.c 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Q1 Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 0 U 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a 3 professional service which, under Florida Statutes, requires a license, certificate of authorization or .2 other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Michael McGee, President as its Principal in Charge c (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate N CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority t E to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. 4 OV #16-6598"Fixed Term Landscape Arc itartmral Sarviraa Michael A.McGee, Landscape Architect,P.A.d/b/a Packet Pg. 882 16.A.24.c The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote g whatever time is required to satisfactorily manage the services to be provided and performed by the L CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge Q and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written 71 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 x OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any c other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any 0 applicable Work Order, said request may be made with or without cause. Any personnel so removed 3 must be immediately replaced with a person acceptable to OWNER. 0 .0 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional landscape architectural services that will be required under this Agreement. The 8 5) CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement ti 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 but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and a, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at c E F.S. § 119.0701(2)(a)-(b) as stated as follows: 5 ova #16-6598"Fixed Term Landscape Arc ifArh Ira!gArvirRc' Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 883 1 6.A.24.c IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF 3 CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 a Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: c 1. Keep and maintain public records required by the public agency to perform the service. T 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a 0 reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records o disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the g records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in rD possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon <-0; completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor E keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be t E provided to the public agency, upon request from the public agency's custodian of public 6 ®� #16-6598"Fixed Term Landscape Arc itartitrai Sarvirac" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 884 16.A.24.c records, in a format that is compatible with the information technology systems of the public Q1 agency. U m 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 E immediately. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its y U obligation to deliver complete and accurate documents necessary for successful completion of the T. C 0 Services required under the subject Work Order. L 0 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount o for the following: Tasks not completed within the expressed time frame, including required E deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal g requirements and/or codes and ordinances applicable to Consultant's performance of the work as ti r N 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 cD not the County obtained substitute performance. a } ova 7 #16-6598"Fixed Term Landscape Arc t eniral Services" Michael A.McGee,Landscape Architect,P.A.d/b/a l Packet Pg. 885 16.A.24.c 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or N organization, without OWNER'S prior written consent, or unless incident to the proper performance of s the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings a co where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its E employees, agents, subconsultants and subcontractors to comply with the provisions of this 7, paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. c 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be 7 submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida 6 N State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference U 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) 0 GPS Network as provided by OWNER. Information layers shall have common naming conventions t e. right-of-way ROW, centerlines - CL, edge-of-pavement - EOP, etc , and adhere to (�� 9 Y - ) industry standard CAD specifications. r~ r ARTICLE 2 N ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, 7,5 CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for 0 Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional , Services. With respect to the individuals with authority to authorize Additional Services under this e Agreement, such authority will be as established in OWNER'S Procurement Ordinance and 8 € #16-6598"Fixed Term Landscape Arc itectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 886 16.A.24.c Procedures in effect at the time such services are authorized. Except in an emergency endangering i U life or property, any Additional Services must be approved in writing via an Amendment or Change 1E Order to the subject Work Order prior to starting such services. OWNER will not be responsible for w 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 E CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work 0 x is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. a> 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 0 document the consequences of the changes or variations, provided that CONSULTANT has delivered 3 written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT 0 r knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written 2 notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment 0 to its compensation or time of performance under the subject Work Order. ARTICLE 3 N OWNER'S RESPONSIBILITIES ca) a ci 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to I transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not t E U 9 CA #16-6598"Fixed Term Landscape Architectural Se est Michael A.McGee,Landscape Architect,P.A.d/b/a 7 Packet Pg. 887 I6.A.24.c authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have U the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; -J E (b) The time the CONSULTANT is obligated to commence and complete all such co Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. U) 3.2 The Project Manager shall: r 0 (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in E 0 accordance with this Agreement; 0 (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S E requirements for the Services specified in the Work Order, including design 8 0 objectives and constraints, space, capacity and performance requirements, ti flexibility and expandability, and any budgetary limitations; ` (c) Upon request from CONSULTANT, assist CONSULTANT by placing at 1?) CONSULTANT'S disposal all available information in the OWNER'S possession co pertinent to the Services specified in the Work Order, including existing drawings, .12 w specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; co 10 #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a t Packet Pg. 888 16.A.24.c (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by 1E CONSULTANT under the subject Work Order; and cc (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the 4 OWNER with respect to the Services to be rendered by CONSULTANT E hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services t required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to ti OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the 3 performance of the Services under each Work Order. 0 tv 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the E Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 8 own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of r N 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 a of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services a w from any cause whatsoever, including those for which OWNER may be responsible in whole or in 2 11 #16-6598"Fixed Term Landscape Arc itectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 889 16.A.24.c part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or 2- t3 additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. fi This paragraph shall expressly apply to claims for early completion, as well as claims based on late E completion. CS X 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services m to be provided hereunder in a timely manner, in addition to any other rights or remedies available to E- the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work i, Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S 0 performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing o a) Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) . year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both Q parties. U c4 12 #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a M Packet Pg. 890 16.A.24.c ARTICLE 5 COMPENSATION -92 U 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services o rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project J Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the 0 following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred cci from the County to the Consultant; and, as a business practice there are no hourly or material E' invoices presented, rather, the Consultant must perform to the satisfaction of the County's project 13. w manager before payment for the fixed price contract is authorized. 0 Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the Consultant 's employees and subcontractors to perform the work (number of hours times c 0 hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to E accurately estimate the size of the project, or when it is expected that the project requirements would E most likely change. As a general business practice, these contracts include back-up documentation N of costs; invoices would include number of hours worked and billing rate by position (and not cS company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and a other reimbursable documentation for the project. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by gi CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as Q herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly 1 13 #16-6598"Fixed Term Landscape Arc itectural Services' Michael A.McGee, Landscape Architect,P.A.d/b/a Packet Pg. 891 16.A.24.c statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the E a Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if a any). 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply 12 only to projects procured under the Time and Materials pricing methodology specified in paragraph ii ct 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in r conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as t directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable (F) reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S 0 )erformance of the Services, at its direct cost with no markup; to the extent such reimbursement is c 0 permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the E CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each N Work Order, except for local travel within Collier or Lee Counties, as provided c' in Section 112.061, F.S., and all Contract-related mileage for trips that are Q from/to destinations outside of Collier or Lee Counties approved by OWNER. 5 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and a Specifications, including duplicate sets at the completion of each Work Order g E for the OWNER'S review and approval. 14 #16-6598"Fixed Term Landscape Arc itPrturat Rervi Pk.o Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 892 I6.A.24.c ,73 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 2 L 5.2.2.4. Expense of models for the OWNER'S use. a U fA 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work J Order required under the applicable Work Order. 12) 5.2.2.6 Other items on request and approved in writing by the OWNER. iz 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by N CONSULTANT will be deemed to be a reimbursable expense. L _ 0 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized 3 reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 2 0 1 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and E the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services ';-;"1-- 0) CD to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly - 2 supply such estimate to OWNER based on CONSULTANT'S good faith analysis. Q 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and Q w subcontractors. 15 CAI, #16-6598"Fixed Term Landscape Arcl1itectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a q Packet Pg. 893 16.A.24.c 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work U Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by E OWNER. CO 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and E E approval of invoices submitted on the date of services or within six (6) months after completion of 152 contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- x payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the 04 essence with respect to the timely submission of invoices under this agreement. 0 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. lE 0 U ARTICLE 6 P. ca OWNERSHIP OF DOCUMENTS 0 0 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical Fc:' data, other than working papers, prepared or developed by or for CONSULTANT under the applicable =! Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible 5 for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own .12 expense, may retain copies of the Project Documents for its files and internal use. E 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, 16 CAu #16-6598"Fixed Term Landscape Arc itprtural Services Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 894 16.A.24.c irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable 3 U authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Q Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or E task. CONSULTANT also acknowledges OWNER may be making Project Documents available for 71) review and information to various third parties and hereby consents to such use by OWNER. CD ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT ra for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the o 17.3 Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to 8 audit, inspect and copy all such records and documentation as often as they deem necessary during ti 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. - U_ 5 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each E principal and employee of CONSULTANT in performing the Services and therein specifying the < services performed by each, with all such time records to be kept within one-half of an hour. At the I 17 CAO #16-6598"Fixed Term Landscape Arc D -tiiral Sprvir Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 895 16.A.24.c request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of d the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or E payment of any reimbursable expenses. I U to ARTICLE 8 E INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless r 0 OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE 9 INSURANCE •• 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract a 0 U Documents, insurance of the types and in the amounts described herein and further set forth in 2 Schedule C to this Agreement. U_ 9.2 All insurance shall be from responsible companies duly authorized to do business in the State E' E of Florida. 5) E U .w 18 C4® #16-6598"Fixed Term Landscape ArctiitPrtural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 896 16.A.24.c 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 cta policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of 3 this Agreement shall name Collier County Government, Collier County, Florida, as an additional g insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. o Lo CD CD 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- 2 0 insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained I by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. N Lt 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form -- 6 patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 2 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be 14 construed in accordance with the laws of the State of Florida. 7 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for 2 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. 19 !'� #16-6598"Fixed Term Landscape Arciiitarfi.ral Conti 00 Michael A.McGee,Landscape Architect,P.A.d/b/a I1 Packet Pg. 897 16.A.24.c 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. J CD 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. i cc C, ARTICLE 10 Tt SERVICES BY CONSULTANT'S OWN STAFF 0 cc 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, 0 f6 unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of 0 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, o shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, w 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 r 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 to each Work Order shall be a Schedule that lists all of the key personnel 3. CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each a 4- subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All E r-+ 20 #16-6598"Fixed Term Landscape Architectural Se c4 Michael A.McGee,Landscape Architect,P.A.d/b/a q Packet Pg. 898 16.A.24.c personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. U 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. c U) By appropriate written agreement, the CONSULTANT shall require each subconsultant or 3 subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to 45 be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work X Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the uy CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 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 a� nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS CD 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall E constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it 21 #16-6598"Fixed Term Landscape Arc itectural Services',,,. Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 899 16.A.24.c against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of a CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of ct OWNER'S rights against CONSULTANT. E ARTICLE 12 u_ r• TERMINATION OR SUSPENSION th T 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of ,o w termination, except that Services specified to be performed under a previously issued Work Order, 5 E shall proceed to completion under the terms of this Agreement. 0 r`. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o N be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified 2 under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general CD 6 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 E 22 #16-6598"Fixed Term Landscape Architectural Services`( I Michael A.McGee,Landscape Architect,P.A.d/b/a q Packet Pg. 900 16.A.24.c codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so a- ° terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the a CONSULTANT seven (7) calendar days written notice of the material default. cc 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or x that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in g paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies :st'against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 0 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the 8 event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be r limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT ((;) that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent a) reasonably possible. 23 C:".„0) #16-6598 °Fixed Term Landscape Architectural Servic Michael A.McGee, Landscape Architect,P.A.d/b/a I Packet Pg. 901 16.A.24.c 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER 2 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 Q under its control arising out of or relating to this Agreement or any Work Orders. (11J 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be F provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written x notice of such suspension. If all or any portion of the Services to be rendered hereunder are so 0 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. 0 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- L five (45) days after such payment is due as set forth in the Work Order or such other time as required E by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material o obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written 8 notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject r, Work Order until such default is cured, after giving OWNER a second fourteen (14) days written cl- T) notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of 81 CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within t fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon 24 d #16-6598"Fixed Term Landscape Architectural Sery 4 Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg.902 16.A.24.c fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and U recover from the Owner payment for Services performed through the termination date, but in no event s d'U L shall CONSULTANT be entitled to payment for Services not performed or any other damages from Q Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS r• czi 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or l 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 E or making of this Agreement or any subsequent Work Order. o 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT ; agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the o compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set 2 forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work ,t Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit < costs. All such adjustments shall be made within one (1) year following the end of the subject Work 25 #16-6598"Fixed Term Landscape Architd�a'� ectural Servi0 Michael A.McGee,Landscape Architect,P.A.d/b/a r� Packet Pg. 903 16.A.24.c Order. z ; ARTICLE 14 E CONFLICT OF INTEREST 0 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either . E direct or indirect, which would conflict in any manner with the performance of Services required 12 0 hereunder. CONSULTANT further represents that no persons having any such interest shall be 1 employed to perform those Services. e r Tt ARTICLE 15 Y 0 MODIFICATION 0 L 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. 0 4- cc ARTICLE 16 E E NOTICES AND ADDRESS OF RECORD 0 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to N the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal g Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners Collier County Florida c) Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Allison Kearns, Interim Director, Procurement Services Division E Telephone: 239-252-8407 Fax: 239-252-6480 Y a 26 �-- #16-6598"Fixed Term Landscape Arc ifprfltrai Sprvicpc" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 904 16.A.24.c 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the 2 CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United 1E States Postal Service Department, first class mail service, postage prepaid, addressed to the i following CONSULTANT'S address of record: C -J Michael A. McGee, Landscape Architect, P.A. d/b/a McGee &Associates -� 5079 Tamiami Trail East Naples, Florida 34113 Telephone: (239) 417-0707 0 Attn: Michael A. McGee, President mcgeeassoc(a aol.com 16.3 Either party may change its address of record by written notice to the other party given in tj Y accordance with requirements of this Article. 0 U 12 ARTICLE 17 0 MISCELLANEOUS 0 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and 0 assume towards OWNER a duty of the highest trust, confidence, and fair dealing. ti 0 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof N shall impair the rights or liabilities of either party. 2 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. f C41 27 #16-6598"Fixed Term Landscape Arcl�itPcti,ral Spry Michael A.McGee,Landscape Architect,P.A.d/b/a rV Packet Pg. 905 16.A.24.c 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this g Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or s change the provisions in such Articles, Schedules, Parts and Attachments. Q 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the J E 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 x ict prior agreements or understanding shall have no force or effect whatever on this Agreement. 0 tD 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall ti U survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any E 0 Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. E 0 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. U lY 17.9 The terms and conditions of the following Schedules attached hereto are by this reference r; incorporated herein: Schedule A WORK ORDER FORM 2 Schedule B RATE SCHEDULE C) Schedule C INSURANCE COVERAGE 5 Schedule D TRUTH IN NEGOTIATION CERTIFICATE r c RFP # 16-6598 Including Scope of Services, Terms and Conditions Consultant's Proposal E 0 28 CAO #16-6598"Fixed Term Landscape Arc itacflIral SPrvi Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 906 1 6.A.24.c To ARTICLE 18 T.; co APPLICABLE LAW CD 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, g. and by such laws, rules and regulations of the United States as made applicable to Services funded J by the United States government. Any suit or action brought by either party to this Agreement against 12 the other party relating to or arising out of this Agreement must be brought in the appropriate federal .x or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such o matters. ARTICLE 19 as 0 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or .2 0 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, 0 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 E N or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and is U deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each 2 subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. c E a w 29 C��, #16-6598"Fixed Term Landscape Arc itertural Seoti�es" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 907 16.A.24.c 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by 49 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, E proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, co 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." 0 ARTICLE 20 L DISPUTE RESOLUTION 0 0 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 N settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the c: 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 c CONSULTANT with full decision-making authority and by OWNER'S staff person who would make g i the presentation of any settlement reached at mediation to OWNER'S board for approval. Should a 0 30 (CA #16-6598"Fixed Term Landscape Arc ito .iral Confirac Michael A.McGee, Landscape Architect,P.A.d/b/a� rtPacket Pg. 908 16.A.24.c either party fail to submit to mediation as required hereunder, the other party may obtain a court order 2. requiring mediation under section 44.102, Fla. Stat. L d ARTICLE 21 a U N IMMIGRATION LAW COMPLIANCE -J 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging F without exception or stipulation that it is fully responsible for complying with the provisions of the X Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations g relating thereto, as either may be amended. Failure by the Consultant to comply with the laws t referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 0 yR } ****************** 0 0 0 0 0 E E 0 U 5) LY ti O N d G) U d t U_ d) E G) a) Q rt+ 0 0 E U N w 31 CAS #16-6598"Fixed Term Landscape Arct 1 chiral Pry p4'y Michael A.McGee,Landscape Architect,P.A.d/b/a f� Packet Pg. 909 16.A.24.c IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 2 Fixed Term Landscape Architectural Services the day and year first written above. a) ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk E By: Date: By: Donna Fiala, Chairman r Co Approved as to Form and Legality ssistant County Attorney Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates CC $.+1 c 0 By: Witness C) E Typed Name and Title Typed Name and Title o Witness Typed Name and Title U 2 Q Q) C13 v_ 5 4-' c m E m C) L . C m E U (C 32 C7 #16-6598"Fixed Term Landscape Arc itectural Services" Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg.910 16.A.24.c SCHEDULE A ci r WORK ORDER a) Contract 16-6598"Fixed Term Landscape Architectural Services" Contract Expiration Date: , 201 Q a) a This Work Order is for professional(describe) services for work known as: co 0 Project Name: c Project No: -J E The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. t°' In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is m assigned to: Name of Firm x U- c- Scope of Work: As detailed in the attached proposal and the following: 06 * Task I - a) * Task II T * Task III Tt Ti)- Schedule Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order, The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 y will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this o Work Order. o E Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance 3 with following method(s): [Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) OTime & 0 Material (T&M) (established hourly rate—Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used ° for which tasks) as provided in the attached proposal. o 0 Task I $ _ Task II $ E Task III $ E 0 u TOTAL FEE $ ce PREPARED BY: o Name and Title Date N APPROVED BY: CD (Dept Name) , Division Director Date u E APPROVED BY: Q type name, Department Administrator Date cat Bythe signature below,the Firm(includingemployees, officers and/or agents)certifies, and herebydiscloses,that,to the best of their knowledge and 99 ) 9 belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which 7 relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. a) Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that E arises during the Work Order and/or project duration. a) a L rsi ACCEPTED BY: (Company Name) <t c a) Name&Title of Authorized Company Officer Date A-1 #16-6598"Fixed Term Landscape Architectural Services" `S Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&Asso �te Packet Pg. 911 16.A.24.c SCHEDULE B RATE SCHEDULE 5) a. cc 0 N C cc Title Rates J Principal/Sr Landscape Architect $ 150.00 Landscape Architect $ 125.00 Design Associate $ 90.00 i2 Auto cad Technician $ 70.00 c' 05 Administrative $ 60.00 co Y C O 0 0 :c. The above hourly rates are applicable to Time and Materials projects only and may not c) be all inclusive. Additional hourly rates for other personnel may be added upon mutual o agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. ti O N C) d) (9 0 2 v U_ C Q) E Q) c) C E 0 B-1 #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&Associatge-) Packet Pg. 912 16.A.24.c SCHEDULE C tv- 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 c CD responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. w I- L (2) The insurance required by this Agreement shall be written for not less than L the limits specified herein or required by law, whichever is greater. 0 (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. r-- (4) (4) Simultaneously with the execution and delivery of this Agreement by a) CD CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT a) 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 E' a) E provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall CD contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect, P.A.,d/b/a McGee&, Packet Pg. 913 16.A.24.c OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by as 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 N Agreement. 0 (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER ° 0 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 0 maintain, until the completion of the subconsultant's services, insurance of the types v and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) C-2 #16-6598"Fixed Term Landscape Architectural Services" (jflt:� Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&I I Packet Pg.914 16.A.24.c 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, a nor shall it be responsible for the coverages purchased or the insurance company or ra cn companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. K (9) If the initial, or any subsequently issued Certificate of Insurance expires o prior to the completion of the Services required hereunder or termination of theCD Ch Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) 4 0 business days after the renewal of the policy(ies). Failure of the Contractor to provide -0 the OWNER with such renewal certificate(s) shall be deemed a material breach by 0 CONSULTANT and OWNER may terminate the Agreement or any subsequently issued 0 Work Order for cause. E 0 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY 0 N Required by this Agreement? X Yes No 0 (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 E b. Employers' Liability (check one, if applicable) C-3 #16-6598"Fixed Term Landscape Architectural Services" (7,70, Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee& Packet Pg. 915 16.A.24.c X $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. COMMERCIAL GENERAL LIABILITY J Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, 05 shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, c Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including o Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than o 0 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: N X Single Limit per Occurrence $1,000,000 0 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 (2) The General Aggregate Limit shall apply separately to this Project and the 2 d policy shall be endorsed using the following endorsement wording. "This endorsement 7-0 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 C-4 c�®d #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&I Packet Pg. 916 16.A.24.c CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his 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 eo to any similar coverage carried by the OWNER. L X Applicable Not Applicable r. AUTOMOBILE LIABILITY INSURANCE 0 17) Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT 0 for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: 0 :F. X Bodily Injury & Property Damage- $ 500,000 N UMBRELLA LIABILITY r, 0 (1) Umbrella Liability may be maintained as part of the liability insurance of tJ 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. c) (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 eu E "drop down" to apply as primary insurance. L e- C-5 #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee& Packet Pg. 917 16.A.24.c PROFESSIONAL LIABILITY INSURANCE U 61 Required by this Agreement? X Yes No a (1) Professional Liability Insurance shall be maintained by the CONSULTANT011 to insure its legal liability for claims arising out of the performance of professional 0 services under this Agreement. CONSULTANT waives its right of recovery against E OWNER as to any claims under this insurance. Such insurance shall have limits of not 13 X ii less than: X $1,000,000 each claim and in the aggregate Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0 (2) The CONSULTANT shall continue this coverage for a period of not less cri than five (5) years following completion of all Services authorized under this Agreement. o (3) The policy retroactive date will always be prior to the date services were c first performed by CONSULTANT or OWNER under this Agreement, and the date will ts- not be moved forward during the term of this Agreement and for five years thereafter. N 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 a.: than a twenty percent (20%) reduction in the aggregate limit of any policy, c4 CONSULTANT shall immediately take steps to have the aggregate limit reinstated to C-6 (-Th #16-6598"Fixed Term Landscape Architectural Services" I�. Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&1 Packet Pg. 918 16.A.24.c 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 w policy if requested by OWNER. Q VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed 1.0 to documents in an amount sufficient to cover the cost of recreating or reconstructing T valuable papers or records utilized during the term of this Agreement. co _ PROJECT PROFESSIONAL LIABILITY I- (1) If OWNER notifies CONSULTANT that a project professional liability 0 policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the 0 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 o `c ;:i 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 co 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, CD 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 C-7 #16-6598"Fixed Term Landscape Architectural Services" (41) Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&1 Packet Pg. 919 16.A.24.c 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 0.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. x 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, o U CONSULTANT to be insured will be notified and OWNER will provide professional 3 liability insurance, naming CONSULTANT and its professional subconsultants as .2 0 named insureds. E E 0 0 G) ti O d d 0 U d) t U_ 4) a) a) 0 () C 0 cc C-8 e #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&F Packet Pg. 920 16.A.24.c SCHEDULED TRUTH IN NEGOTIATION CERTIFICATE CDCD U L Q In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates, hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the u_ r Professional Services Agreement, concerning 16-6598 Fixed Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. U 0 U Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates o C 0 13Y: CD a) E TITLE: DATE: O N 5 U C t11 c�c D-1 #16-6598"Fixed Term Landscape Architectural Services" Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&Associates CAO Packet Pg. 921 16.A.24.d Contract# 16-6598 a C.)cc "Fixed Term Landscape Architectural Services" E FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES ° LL THIS AGREEMENT is made and entered into this day of 2016, by as 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 Goetz+Stropes f6 Landscape Architects, Inc., authorized to do business in the State of Florida, whose business address o U is 185 10th Street South, Naples Florida 34102 (hereinafter referred to as the "CONSULTANT" and/or 25 "CONTRACTOR"). WITNESSETH: ° E WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape o Q1 Architectural services expeditiously when a need arises in connection with a Collier County project; and ° a cc ° WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political 221.0 subdivision, such as the County; and n a.+ ° WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of t� Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a ° ° fixed term basis as directed by OWNER for such projects and tasks as may be required from time to aL time by OWNER. ° ° 1 #16-6598"Fixed Term Landscape Arctjtectural Services" Goetz+Stropes Landsl Packet Pg. 922 16.A.24.d NOW, THEREFORE, in consideration of the mutual covenants and provisions contained a, herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY co- 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter Tt 1/7 the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by L written Amendment or Change Order as hereafter provided. 12 L 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in o conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. E Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 13 written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges r and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in . writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved Q 0 in writing by the Board of County Commissioners of Collier County. Work order assignments for N selecting a firm are as follows: o • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking L interested firms (all awarded firms will be invited to participate). • For all other using departments/divisions, if project is less than $50,000, then any awarded c) firm may be selected. 2 CAA) #16-6598"Fixed Term Landscape Architectural Services Goetz+Stropes Lands Packet Pg. 923 9 6.A.24.d • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be , FuL selected by informally interviewing, scoring and ranking the interested firms (all awarded firms 703 will be invited to participate). 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. x U- CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be to at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 4,1O 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, E said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement o with respect to such Services, including, but not limited to the scope, compensation and schedule for E performance of those Services, a Work Order shall be prepared which incorporates the terms of the U cc understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. O 4,31.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly c J provide the Services required thereby, in accordance with the terms of this Agreement and the subject 0 L Work Order. r O 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the c? Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. `) c�a 3 #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Land Packet Pg. 924 16.A.24.d 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this a) Q. Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. X co- 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all E v; such licenses as are required to do business in the State of Florida and in Collier County, Florida, Tt including, but not limited to, all licenses required by the respective state boards and other i _ governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 0 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 E other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Ellin Goetz, FASLA as its Principal in Charge (hereinafter 2 referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all 3 matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will o designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the 0 Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). c? 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 Q performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The 4 C l #16-6598"Fixed Term Landscape Arch'tectural Servic s101 Goetz+Stropes Lands Packet Pg. 925 16.A.24.d CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge JE and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written x approval, and if so removed must be immediately replaced with a person acceptable to OWNER. u5 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors o 'r3 or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any ° 0 applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. `) 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional landscape architectural services that will be required under this Agreement. The v a) CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement y 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 o applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and 0 requirements of any governmental agencies, and the Florida Building Code where applicable, which _ regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT g hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and _ the Florida Public Records Law Chapter 119, including specifically those contractual requirements at E F.S. § 119.0701(2)(a)-(b) as stated as follows: (C1,2 5 #16-6598"Fixed Term Landscape ArcI Jtecturai Services" Goetz+Stropes Lands Packet Pg. 926 16.A.24.d IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: E Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 0 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. w 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a I 0 reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise o provided by law. E 3. Ensure that public records that are exempt or confidential and exempt from public records C' disclosure requirements are not disclosed except as authorized by law for the duration of the ti 0 contract term and following completion of the contract if the Contractor does not transfer the $- Q records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in 3 possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon It I C completion of the contract, the Consultant shall destroy any duplicate public records that are c? exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public r 6 #16-6598"Fixed Term Landscape Arc itprh,rai Spry C� Goetz+Stropes Land Packet Pg. 927 16.A.24.d records, in a format that is compatible with the information technology systems of the public a agency. 0 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 x ii r immediately. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of w such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each 0 such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its u obligation to deliver complete and accurate documents necessary for successful completion of the 0 Services required under the subject Work Order. 0 0 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount 8 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 1 cc 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 N make sole determination regarding deductions. After notification of deficiency, if the Consultant fails 2 to correct the deficiency within the specified timeframe, these funds would be forfeited by the 0 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. c 7 €.1s:t.y#16-6598"Fixed Term Landscape ArcIrfortItral Sarvira Goetz+Stropes Land Packet Pg. 928 16.A.24.d 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or a, co 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 a) Services to berendered by CONSULTANT hereunder, and CONSULTANT shall require all of its r 06. employees, agents, subconsultants and subcontractors to comply with the provisions of this q, t T paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. co1.9 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 tLif CS State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference 2 0 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) 0 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 N standard CAD specifications. Tf ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT o rn 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional a Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance and $ #16-6598"Fixed Term Landscape Arcl1itPrtural Service ' Goetz+Stropes Land Packet Pg. 929 16.A.24.d Procedures in effect at the time such services are authorized. Except in an emergency endangering a, life or property, any Additional Services must be approved in writing via an Amendment or Change a Order to the subject Work Order prior to starting such services. OWNER will not be responsible for 113 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 r CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work 2 T is not additional but rather a part of the Services originally required of CONSULTANT under the N subject Work Order. E. 0 2.2 If OWNER determines that a change in a Work Order is required because of the action taken 3 by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 2 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 0 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 E- a)a) to its compensation or time of performance under the subject Work Order. ARTICLE 3 0 OWNER'S RESPONSIBILITIES 0 i 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as 7 OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with w respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 9 #16-6598"Fixed Term Landscape Arc ifrarh.ral C0ruiriDc"0� Goetz+Stropes Land Packet Pg. 930 16.A.24.d authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have a, a the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: J (a) The scope of Services to be provided and performed by the CONSULTANT as E set forth in the Work Order; U- (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the 11 CONSULTANT as set forth in the Work Order. o U 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the o CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; 0 (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S 0 requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, y flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at o CONSULTANT'S disposal all available information in the OWNER'S possession 0 pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other E data relative to the subject Work Order; 10 S#16-6598"Fixed Term Landscape Arct itpcti,ral Sprvirpc Goetz+Stropes Landsl Packet Pg. 931 16.A.24.d (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by 43 CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the x OWNER with respect to the Services to be rendered by CONSULTANT r hereunder. ARTICLE 4 TIME ; 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services ccl required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed 0 in accordance with the Work Order and the Schedule. Time is of the essence with respect to the 6 performance of the Services under each Work Order. f 0 cc 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right 0 t9 which CONSULTANT may have had to request a time extension for that specific delay. w E a) 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, a, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services E from any cause whatsoever, including those for which OWNER may be responsible in whole or in 11 cAo #16-6598"Fixed Term Landscape Arcl}itartural RPrvi Goetz+Stropes Lands Packet Pg. 932 16.A.24.d part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or a, additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. -0 This paragraph shall expressly apply to claims for early completion, as well as claims based on late r completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services f5' to be provided hereunder in a timely manner, in addition to any other rights or remedies available to 0 U the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all 3 payments due and owing to the CONSULTANT under this Agreement (including any and all Work I, Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S 0 performance is or will shortly be back on schedule. cc 0 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be N deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. o a.+ 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of E E the Agreement period have been completed. This Agreement may be renewed for an additional three Etn (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both E parties. 12 �Ap #16-6598"Fixed Term Landscape ArcI-it rfitral carvira " Goetz+Stropes Lands h Packet Pg. 933 16.A.24.d ARTICLE 5 COMPENSATION a 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services i- rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the o following Price Methodologies: tO Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred if w from the County to the Consultant; and, as a business practice there are no hourly or material o U invoices presented, rather, the Consultant must perform to the satisfaction of the County's project 3 manager before payment for the fixed price contract is authorized. ° Time and Materials: The County agrees to pay the contractor for the amount of labor time g spent by the Consultant 's employees and subcontractors to perform the work (number of hours times 0 hourly rate), and for materials and equipment used in the project (cost of materials plus the i contractor's mark up). This methodology is generally used in projects in which it is not possible to N accurately estimate the size of the project, or when it is expected that the project requirements would p most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not 0 L company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and N other reimbursable documentation for the project. c°� CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as CD specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as co herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly r 13tiA®� #16-6598"Fixed Term Landscape Arc itecturai Services Goetz+Stropes Land Packet Pg.934 16.A.24.d statement shall be in such form and supported by such documentation as may be required by a) CO3 OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the ig Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). X Cs- is- 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply g irs only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as o directed by OWNER. (135.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable 2 0 reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S 41 performance of the Services, at its direct cost with no markup; to the extent such reimbursement is 0 permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. ti 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the N CONSULTANT as follows: O. cif5.2.2.1. Expenses of transportation and living when traveling in connection with each 3 Work Order, except for local travel within Collier or Lee Counties, as provided Q 0 L in Section 112.061, F.S., and all Contract-related mileage for trips that are a-. from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and < a.: Specifications, including duplicate sets at the completion of each Work Order E for the OWNER'S review and approval. 14 #16-6598"Fixed Term Landscape Archlitectural Services" Goetz+Stropes Lands Packet Pg.935 16.A.24.d 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in a- advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work x ur Order required under the applicable Work Order. 0 5.2.2.6 Other items on request and approved in writing by the OWNER. .w+ 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of 0 the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by 0 CONSULTANT will be deemed to be a reimbursable expense. 0 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. d 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and Q the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services J D to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly 8- (7) supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 0 0 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized E by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum a markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. a 15 #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Land Packet Pg. 936 16.A.24.d 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work CL CSS Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. L Q; 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and x csLL approval of invoices submitted on the date of services or within six (6) months after completion of oaf contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- to 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. o U 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 0 ARTICLE 6 7 OWNERSHIP OF DOCUMENTS a> 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, ti CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable . a1 Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such o V/ Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible 0 for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own c? 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, 5 a 16 #16-6598"Fixed Term Landscape Arc itectnral Services" Goetz+Stropes Land Packet Pg.937 16.A.24.d irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable a, a- authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to a CIS grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any CD X reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for tO review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 0 U MAINTENANCE OF RECORDS 0 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or o reflect the Services hereunder. The records and documentation will be retained by CONSULTANT E for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the a Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, •. T.; or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to CD a. audit, inspect and copy all such records and documentation as often as they deem necessary during y the period of this Agreement and during the five (5) year period noted above, or such later date as 3 may be required by law; provided, however, such activity shall be conducted only during normal o v! business hours. 0 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the E services performed by each, with all such time records to be kept within one-half of an hour. At the F 17 #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Land Packet Packet Pg. 938 16.A.24.d request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of a. the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 r• INDEMNIFICATION c C) (0 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless Tt -(1)- OWNER, 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 0 negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or 0 utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation .o shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may E be available to an indemnified party or person described in this paragraph. 0 ti ARTICLE 9C. d INSURANCE N C tC 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in (71 Schedule C to this Agreement. o 9.2 All insurance shall be from responsible companies duly authorized to do business in the State CD of Florida. a r U w } GL CAC 18 #16-6598"Fixed Term Landscape Arc itectural Services" Goetz+Stropes Land Packet Pg. 939 16.A.24.d 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 x this Agreement shall name Collier County Government, Collier County, Florida, as an additional cg insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 0 0 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 I responsibility and risk of CONSULTANT. o 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- 0 insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. o G) A 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form LI patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this J Agreement. o 2 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be o construed in accordance with the laws of the State of Florida. i= C) E C) 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. 19 ��nJ #16-6598"Fixed Term Landscape Arcn++ecrracptii Goetz+Stropes Land: Packet Pg. 940 16.A.24.d 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required Q hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of E Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. X 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" E or higher. _ / t4 ARTICLE 10 0 SERVICES BY CONSULTANT'S OWN STAFF 2 0 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, o unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of 2 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, o shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, ti however, be construed as constituting an agreement between the OWNER and any such other E. person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third 2 Z3 party any claim or right of action against the OWNER beyond such as may then otherwise exist 3 without regard to this Agreement. o L 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel o CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All 5 20 CAO) #16-6598"Fixed Term Landscape Arc itectural Servic " Goetz+Stropes Land Packet Pg. 941 16.A.24.d personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or 0 C. co U replaced without OWNER'S prior written consent. 13 VS J 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. t i- By appropriate written agreement, the CONSULTANT shall require each subconsultant or x ►z r subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to g to T be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Ti Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the f.:---1 03 w CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the o U 12 OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the 3 OWNER under this Agreement, and any subsequently issued Work Order, with respect to the ° 0 Services to be performed by the subconsultant or subcontractor so that the subconsulting or 4 c subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall E 0 0 require each subconsultant or subcontractor to enter into similar agreements with its sub- & ti subconsultants or sub-subcontractors. o N Cl) 0. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each N 13 C contract entered into between CONSULTANT and each subconsultant or subcontractor, however . N 0 nothing in this Agreement shall be construed to create any contractual relationship between OWNER o and any subconsultant or subcontractor. O ARTICLE 11 E' E 0 WAIVER OF CLAIMS w a) a 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall '' 0 constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it .41 21 / #16-6598"Fixed Term Landscape Arct�itartiIra.Sarvir"en] Goetz+Stropes Landh Packet Pg. 942 16.A.24.d against OWNER arising out of the Work Order or otherwise related to those Services, and except Q those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of x OWNER'S rights against CONSULTANT. c ARTICLE 12 T TERMINATION OR SUSPENSION .F+ 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is U 13 agreed that either party hereto shall at any and all times have the right and option to terminate this I 0 Agreement by giving to the other party not less than thirty (30) days prior written notice of such o .44 termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of r re termination, except that Services specified to be performed under a previously issued Work Order, 0 shall proceed to completion under the terms of this Agreement. 0. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in a 0 whole or in part, as further set forth in this section, for any of the following reasons: (a) 3 CONSULTANT'S failure to begin Services under any particular Work Order within the times specified c°a under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to d E 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, E officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other 22 CAO #16-6598"Fixed Term Landscape Arc itartural Rrarvi Goetz+Stropes Land Packet Pg. 943 16.A.24.d codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of g this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is oi 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 »-gc; .F+ paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to 7_ be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies 3 against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. E 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 8 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in O whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so 3 cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT p that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or ti C7 further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. ar 23 #16.6598"Fixed Term Landscape Arc if rtiural Rarvirac" Goetz+Stropes Land Packet Pg. 944 1 6.A.24.d 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER a all original papers, records, documents, drawings, models, and other material set forth and described cc in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. iz 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be o 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 0 U its schedule in accordance with the procedures set forth in Article Four herein. 3 0 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- .o five (45) days after such payment is due as set forth in the Work Order or such other time as required oc by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material ce obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work T Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written' notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject N Work Order until such default is cured, after giving OWNER a second fourteen (14) days written . notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no 0 act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of < CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within E C) fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon < 24 #16-6598"Fixed Term Landscape Arcl7ifartnral caruirad' Goetz+Stropes Lands packet Pg. 945 16.A.24.d fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and a recover from the Owner payment for Services performed through the termination date, but in no event .a ctsshall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 0 r• ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or L 0 person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 0, Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, 2 0 r individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, o commission, percentage, gift or any other consideration contingent upon or resulting from the award c, or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT FC CTV agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each �. 0 L subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the in Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to E exclude any significant sums by which the OWNER determines the price as set forth in the Work a Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work 25 #16-6598"Fixed Term Landscape Arc itectural Service " 0 Goetz+Stropes Land Packet Pg. 946 16.A.24.d Order. CD 0- ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either r direct or indirect, which would conflict in any manner with the performance of Services required 2 hereunder. CONSULTANT further represents that no persons having any such interest shall be Tt- -40- employed to perform those Services. w 0 ARTICLE 15 MODIFICATION 0 0 0 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. LY ARTICLE 16 0 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to 2 J the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Q 0 L Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: is Board of County Commissioners Collier County Florida ;v Procurement Services Division a 3327 Tamiami Trail East Naples, FL 34112 Attention: Allison Kearns, Interim Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 26 CA0 #16-6598"Fixed Term Landscape Architectural Servlc " Goetz+Stropes Lands Packet Pg. 947 16.A.24.d 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the a, a, CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the 'a; following CONSULTANT'S address of record: Goetz+Stropes Landscape Architects, Inc. 185 10th Street South Naples, Florida 34102 Telephone: (239) 643-0077 Attn: Ellin Goetz, FASLA, President egoetzagsnaples.com Y _ 0 16.3 Either party may change its address of record by written notice to the other party given in u accordance with requirements of this Article. 0 0 ARTICLE 17 .170 MISCELLANEOUS a,`) 0 a, 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. == U 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. 0. 0 Y 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by t 0 CONSULTANT without the prior written consent of OWNER. E 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to 21, be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 27 #16-6598"Fixed Term Landscape Arc itectural Servic Goetz+Stropes Land Packet Pg. 948 16.A.24.d 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this a) a es Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or c cu change the provisions in such Articles, Schedules, Parts and Attachments. E Q) 1— 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the x ir entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior o u, agreements or understandings, written or oral, relating to the matter set forth herein, and any such to To- prior agreements or understanding shall have no force or effect whatever on this Agreement. CS Y o 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any i 0 Work Order that extends beyond the expiration date of this Agreement will survive and remain subject o 11 to the terms and conditions of this Agreement until the completion or termination of the Work Order. E E E 0 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. N N 17.9 The terms and conditions of the following Schedules attached hereto are by this reference R incorporated herein: c J N W Schedule A WORK ORDER FORM o L IIY^^ V/ Schedule B RATE SCHEDULE N N Schedule C INSURANCE COVERAGE c r Schedule D TRUTH IN NEGOTIATION CERTIFICATE o E RFP # 16-6598 Including Scope of Services, Terms and Conditions 0 Consultant's Proposal r E 0 IB Y Y Q 28 #16-6598"Fixed Term Landscape Architectural Service CAO Goetz+Stropes Landsl Packet Pg. 949 16.A.24.d ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded x LL C�• by the United States government. Any suit or action brought by either party to this Agreement against rA 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. o U I- L ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES o 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or 0 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, a 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 Q 0 deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and in made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each is subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. E 0 t4 r 29 #16-6598"Fixed Term Landscape Arc itectural S Goetz+Stropes Land Packet Pg.950 16.A.24.d 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by w :z co 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, r proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of o 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." 0 ARTICLE 20 0 DISPUTE RESOLUTION E E 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve 13 disputes between the parties, the parties shall make a good faith effort to resolve any such disputes o CV by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full a 0 decision-making authority and by OWNER'S staff person who would make the presentation of any 2 ct J settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the E a 0 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 c� Mediator certified by the State of Florida. The mediation shall be attended by representatives of 2 E 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 E 0 t9 a-. 30 #16-6598"Fixed Term Landscape Arc i*Prtllrai SPrvicie Goetz+Stropes Land Packet Pg. 951 16.A.24.d either party fail to submit to mediation as required hereunder, the other party may obtain a court order G requiring mediation under section 44.102, Fla. Stat. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging sc without exception or stipulation that it is fully responsible for complying with the provisions of the a) Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations f5-) relating thereto, as either may be amended. Failure by the Consultant to comply with the laws 4.a referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ° ****************** E E 0 U N ce0 d Q U N tti ccs J U) O O N a-. Q) 0 U' C) a) a) i C C) U cc e-+ 31 •� #16-6598"Fixed Term Landscape Arc itPrt)iral - Ines" Goetz+Stropes Land Packet Pg. 952 16.A.24.d IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for d as o Fixed Term Landscape Architectural Services the day and year first written above. to c I4 ATTEST: BOARD OF COUNTY COMMISSIONERS FOR 47 COLLIER COUNTY, FLORIDA, 1- Dwight E. Brock, Clerk x iz r` By: cci in Date: By: 6 Donna Fiala, Chairman Tt in- 15 V co Approved as to Form and Legality E. 0 v 2 L sistant County Attorney i 0 : 4stroPe5 Landscape Architects, Inc.y: E Witness u 0 w Typed Name and Title Typed Name and Title o N d Witnessa. U 0 Typed Name and Title c N CD CL 0 L d.+ c i, 0 O c N O W L a) Q c g U a+ 4 32 e40 #16-6598"Fixed Term Landscape Arc itectural Se s" Goetz+Stropes Land Packet Pg. 953 16.A.24.d SCHEDULE A C3 WORK ORDER Contract 16-6598"Fixed Term Landscape Architectural Services" Contract Expiration Date: , 201 as E This Work Order is for professional(describe)services for work known as: Project Name: Project No: I The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is u? assigned to: Name of Firm co Scope of Work: As detailed in the attached proposal and the following: * Taskl - a * Task II * Task III ° Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this a Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 m will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this 2 Work Order. c 0 Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance -CS with following method(s): ['Negotiated Lump Sum (NLS) [plump Sum Plus Reimbursable Costs (LS+RC) ❑Time & a Material (T&M) (established hourly rate— Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used E for which tasks) as provided in the attached proposal. w Task I $ ce Task II $ c Task III $ N TOTAL FEE $ CL Co PREPARED BY: -a Name and Title Date J APPROVED BY: (Dept Name) , Division Director Date o APPROVED BY: type name, Department Administrator Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. a) Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that m arises during the Work Order and/or project duration. Q ACCEPTED BY: (Company Name) E Name&Title of Authorized Company Officer Date A-1 #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Landscape Architects,Inc. Packet Pg. 954 16.A.24.d SCHEDULE B 0 Cs RATE SCHEDULE 0 Cs J E a) Title Rates a LL Principal/Sr Landscape Architect $ 150.00 ccT rn Landscape Architect $ 125.00 Design Associate $ 90.00 Auto cad Technician $ 70.00 N Administrative $ 60.00 t ca .,. 0 U 0 I- Cs 0 0 Cs C) E E 0 c- d The above hourly rates are applicable to Time and Materials projects only and may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual �, agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. U N C fC J N N Q O L ,,W^^ vI .t. O C7 C '6) V Ri B-1 e #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Landscape Architects,Inc. (11 Packet Pg. 955 16.A.24.d SCHEDULE C INSURANCE COVERAGE a 0 a (1) The amounts and types of insurance coverage shall conform to the J 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, 06 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 0 cQ responsibility for such obligations. All self-insured retentions or deductibles will be o CONSULTANT'S sole responsibility. 0 (2) The insurance required by this Agreement shall be written for not less than o the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of cc commencement of the Services until the date of completion of all Services required o hereunder or as specified in this Agreement, whichever is longer. Q 0 (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of o L r insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT N 0 has acquired and put in place the insurance coverages and limits required hereunder. 0 In addition, certified, true and exact copies of all insurance polices required shall be 0 provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the C-1 Cep #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Landscape Arch Packet Pg.956 16.A.24.d OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or0. 0 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 x iz 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 •c insurance or self insurance program carried by the OWNER applicable to this Agreement. 0 0 (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown 0 on the Certificate of Insurance is in compliance with the requirements of this Agreement. o Q) 0. (7) CONSULTANT shall require each of its subconsultants to procure and N 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 o L d-+ requirements for the subconsultant are expressly waived in writing by the OWNER. a) 0 (8) Should at any time the CONSULTANT not maintain the insurance E coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to E purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) C-2 #16-6598"Fixed Term Landscape Architectural Services" (.h Goetz+Stropes Landscape Arch Packet Pg. 957 16.A.24.d days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 0 r (9) If the initial, or any subsequently issued Certificate of Insurance expires N prior to the completion of the Services required hereunder or termination of the 0 Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) 0 business days after the renewal of the policy(ies). Failure of the Contractor to provide 0 the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued 0 a) Work Order for cause. ti CDWORKERS' COMPENSATION AND EMPLOYERS' LIABILITYa. 0 N cc —J 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 o 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, if applicable) C-3 #16-6598"Fixed Term Landscape Architectural Services" C� Goetz+Stropes Landscape Arci'" " " Packet Pg. 958 16.A.24.d X $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee 0 (2) The insurance company shall waive all claims rights against the OWNER 03 and the policy shall be so endorsed. COMMERCIAL GENERAL LIABILITY cn Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, N shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, E' 0 Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including 0 Completed Operations and Products and Completed Operations Coverage. Products . 1-71 and Completed Operations coverage shall be maintained for a period of not less than E five (5) years following the completion and acceptance by the OWNER of the work cp under this Agreement. Limits of Liability shall not be less than the following: N X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 —' U (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement o modifies insurance provided under the following: Commercial General Liability E' c) 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 C-4 #16-6598"Fixed Term Landscape Architectural Services" C4n Goetz+Stropes Landscape Arch" Packet Pg. 959 16.A.24.d CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an CD Additional Insured and the policy shall be endorsed that such coverage shall be primary CD X to any similar coverage carried by the OWNER. 0) X Applicable Not Applicable Tic AUTOMOBILE LIABILITY INSURANCE 0 7- Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT 0 for the ownership, maintenance or use of any owned, non-owned or hired vehicle with 0 limits of not less than: X Bodily Injury & Property Damage- $ 500,000 0 N UMBRELLA LIABILITY N _ J (1) Umbrella Liability may be maintained as part of the liability insurance of Q 0 the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, N Commercial General Liability, and Automobile Liability coverages required herein and 0 shall include all coverages on a "following form" basis. E CD (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. C-5 #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Landscape Arch" ' " Packet Pg. 960 16.A.24.d PROFESSIONAL LIABILITY INSURANCE C) Required by this Agreement? X Yes No as (1) Professional Liability Insurance shall be maintained by the CONSULTANT Q7 to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery againstcs- OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: 17)cd X $1,000,000 each claim and in the aggregate o Any deductible applicable to any claim shall be the sole responsibility of as the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0 0 ca (2) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. 0 CD (3) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will a not be moved forward during the term of this Agreement and for five years thereafter. 73 CONSULTANT shall promptly submit Certificates of Insurance providing for an 0 unqualified written notice to OWNER of any cancellation of coverage or reduction in t;, limits, other than the application of the aggregate limits provision. In addition, o ca CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours E after receipt, of any notices of expiration, cancellation, non-renewal or material change 0 in coverages or limits received by CONSULTANT from its insurer. In the event of more E 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 C-6 #16-6598"Fixed Term Landscape Architectural Services" Cr Goetz+Stropes Landscape Arch Packet Pg. 961 16.A.24.d 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 'u. r• (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed 0 documents in an amount sufficient to cover the cost of recreating or reconstructing o valuable papers or records utilized during the term of this Agreement. cc 0 PROJECT PROFESSIONAL LIABILITY o cc (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 Q U premium of CONSULTANT'S professional liability policy. If no credit is available from f 03 CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to a) 0 pursue the maximum credit available on the next renewal policy, if a renewal occurs N r-+ during the term of the project policy (and on any subsequent professional liability 0D policies that renew during the term of the project policy). CONSULTANT agrees that E' E 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 0 E OWNER for the provision of project-specific professional liability insurance policy in C-7 #16-6598"Fixed Term Landscape Architectural Services" (6-4,7;) Goetz+Stropes Landscape ArcY Packet Pg.962 16.A.24.d consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. 0. V (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. cb 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. c g. Affirmation that the design firm will complete a timely project errors and U omissions application. 12 (3) If OWNER elects to purchase a project professional liability policy, o CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as `) named insureds. DL ti N N a cC U N C —J V) CD Q O L ti; N a.+ 0 C N E a) N 0) C d E c) N C-8 #16-6598"Fixed Term Landscape Architectural Services" �� Goetz+Stropes Landscape Arcl Packet Pg. 963 16.A.24.d SCHEDULED 0 TRUTH IN NEGOTIATION CERTIFICATE U) CZ In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Goetz+Stropes Landscape Architects, Inc hereby certifies that wages, r• rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 16-6598 Fixed Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. o U ca Goetz+Stropes Landscape Architects, Inc o 0 0 BY: U TITLE: r- 0 DATE: CD N J N o. 7 d t35 D-1 `s #16-6598"Fixed Term Landscape Architectural Services" Goetz+Stropes Landscape Architects,Inc. C40 Packet Pg. 964 16.A.24.e L Contract# 16-6598 G) "Fixed Term Landscape Architectural Services" (13 FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of 2016, by 4 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 Johnson Engineering, Inc., authorized to do business in the State of Florida, whose business address is 2122 E Johnson Street, Fort Myers, Florida 33901 (hereinafter referred to as the "CONSULTANT' and/or "CONTRACTOR"). 0 WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape Architectural services expeditiously when a need arises in connection with a Collier County project; E and ° U cc WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), N makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and w 0 WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of 2 0 Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to T. time by OWNER. Q w s 1 #16-6598"Fixed Term Landscape Architectural Servi6'A Johnson Engineering, n Packet Pg. 965 16.A.24.e NOW, THEREFORE, in consideration of the mutual covenants and provisions contained a) _ herein, the parties hereto agree as follows: ARTICLE 1 N CONSULTANT'S RESPONSIBILITY -� E a) 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, d CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. U tC 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in 3 conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. o Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 2 d E written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges o and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in ti writing by the Board of County Commissioners, and that the total initial compensation for all Work N, Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved .s- o) in writing by the Board of County Commissioners of Collier County. Work order assignments for selecting a firm are as follows: 0 • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking interested firms (all awarded firms will be invited to participate). • For all other using departments/divisions, if project is less than $50,000, then any awarded a _ firm may be selected. Y 2 #16-6598"Fixed Term Landscape Architectural Se � Johnson Engineers Packet Pg. 966 16.A.24.e • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be selected by informally interviewing, scoring and ranking the interested firms (all awarded firms will be invited to participate). I N 73 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. J L CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be c at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to U t3 the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, o said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for , performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. N- 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. w 0 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the 0 Services shall be determined solely by OWNER and that OWNER does not represent or guarantee L unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 3 #16-6598"Fixed Term Landscape ArchitecturalS ' Johnson Engineer Packet Pg.967 16.A.24.e Ts 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this U Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 0) 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all x such licenses as are required to do business in the State of Florida and in Collier County, Florida, oci including, but not limited to, all licenses required by the respective state boards and other T governmental agencies responsible for regulating and licensing the professional Services to be 27. provided and performed by the CONSULTANT pursuant to this Agreement. o 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a I professional service which, under Florida Statutes, requires a license, certificate of authorization or o other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified 2 personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Jeff Nagle, RLA, Principal Landscape Architect its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and cn 'L obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S w project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has . full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the 4 d + #16-6598"Fixed Term Landscape Architectural Servicer,) Johnson Engineering, Packet Pg. 968 16.A.24.e Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and L performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person E acceptable to OWNER. ir cs- 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from gi OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to L provide and perform any of the Services pursuant to the requirements of this Agreement or any 0 applicable Work Order, said request may be made with or without cause. Any personnel so removed a must be immediately replaced with a person acceptable to OWNER. E E 0 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type iz of professional landscape architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement ' shall be subject to the OWNER'S review and approval and shall be in accordance with the generally 2 accepted standards of professional practice in the State of Florida, as well as in accordance with all wc 0 N applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and o requirements of any governmental agencies, and the Florida Building Code where applicable, which E regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at . 5 �+ ' #16-6598"Fixed Term Landscape Architectural Se Johnson Engineering, Packet Pg. 969 16.A.24.e F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF Q CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: L Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 co- The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency U with a copy of the requested records or allow the records to be inspected or copied within a F reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise c ct provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the • contract term and following completion of the contract if the Contractor does not transfer the u) records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in . 111possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Consultant shall destroy any duplicate public records that are L exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet E 6 #16-6598"Fixed Term Landscape Architectural Services ,A, Johnson Engineering,In Packet Pg. 970 16.A.24.e all applicable requirements for retaining public records. All records stored electronically must be 2 d provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public N agency. 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 os immediately. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of F. f6 such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its Es obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. E E 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal cz 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 c make sole determination regarding deductions. After notification of deficiency, if the Consultant fails o to correct the deficiency within the specified timeframe, these funds would be forfeited by the 5 E Consultant. The County may also deduct or charge the Consultant for services and/or items I necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. cc 7- a #16-6598"Fixed Term Landscape Architectural Serve.,) Johnson Engineerin Packet Pg. 971 16.A.24.e E Y, 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or 2 organization, without OWNER'S prior written consent, or unless incident to the proper performance of -cr the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings N where such information has been properly subpoenaed, any non-public information concerning the . Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its 12 employees, agents, subconsultants and subcontractors to comply with the provisions of this r 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 N submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida U State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference E specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter o 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 E 0 (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. N ARTICLE 2 L m ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, o CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this GS U 8 #16-6598"Fixed Term Landscape Architectural Servi " Johnson Engineerin each Packet Pg. 972 16.A.24.e Agreement, such authority will be as established in OWNER'S Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering L a life or property, any Additional Services must be approved in writing via an Amendment or Change g U Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to d obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by X CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work o Fr 3 is not additional but rather a part of the Services originally required of CONSULTANT under the 4 subject Work Order. �' ccs 2.2 If OWNER determines that a change in a Work Order is required because of the action taken v L by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to E 0 document the consequences of the changes or variations, provided that CONSULTANT has delivered o written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT E knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written ci notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment 2. to its compensation or time of performance under the subject Work Order. a ARTICLE 3 w a OWNER'S RESPONSIBILITIES w c 0 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order a) E (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 under the Work Order. However, the Project Manager is not 9 #16-6598"Fixed Term Landscape Architectural Se is j Johnson Engineerin Rn Packet Pg. 973 16.A.24.e Cs 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: 0. (a) The scope of Services to be provided and performed by the CONSULTANT as as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such 1 Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the E CONSULTANT as set forth in the Work Order. 17)3.2 The Project Manager shall: 0 (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 c requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; 61 (c) Upon request from CONSULTANT, assist CONSULTANT by placing at 2 CONSULTANT'S disposal all available information in the OWNER'S possession c 0 pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other E data relative to the subject Work Order; ea 10 C� #16-6598"Fixed Term Landscape Architectural Service Johnson Engineering,Inc. Packet Pg. 974 16.A.24.e rts (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and 0 (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT E F- hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services s. required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to 14 OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed L in accordance with the Work Order and the Schedule. Time is of the essence with respect to the 0 performance of the Services under each Work Order. o 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the 0 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, g then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement ._ of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. o 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, CD inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services a from any cause whatsoever, including those for which OWNER may be responsible in whole or in E 11 w #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 975 16.A.24.e 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 the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. g J This paragraph shall expressly apply to claims for early completion, as well as claims based on late E completion. 0 LL c•• o 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services E to be provided hereunder in a timely manner, in addition to any other rights or remedies available to E the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all L 0 payments due and owing to the CONSULTANT under this Agreement (including any and all Work (.;:, Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in I 0 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. E E 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be N deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any g d other damages hereunder. LU 4.6 The period of service shall be from the date of execution of this Agreement through one (1) N year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of vd the Agreement period have been completed. This Agreement may be renewed for an additional three (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both parties. c) 12 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 976 16.A.24.e cc L ARTICLE 5 COMPENSATION m Q. 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services 'co' rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project 2 L Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the 1-1 following Price Methodologies: 00 Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred F from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project i manager before payment for the fixed price contract is authorized. L Time and Materials: The County agrees to pay the contractor for the amount of labor time ci 0 spent by the Consultant 's employees and subcontractors to perform the work (number of hours times c .1=‘;' hourly rate), and for materials and equipment used in the project (cost of materials plus the E, E contractor's mark up). This methodology is generally used in projects in which it is not possible to g accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not . _ company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and w other reimbursable documentation for the project. 0 CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by L CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as a herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly 13 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 977 16.A.24.e statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the L Agreement Number, Work Order Number, Purchase Order Number and Project Site description (ii N .a any). J E 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply 1 only to projects procured under the Time and Materials pricing methodology specified in paragraph co- 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, it conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as Ili N directed by OWNER. L 0 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable L reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S ro performance of the Services, at its direct cost with no markup; to the extent such reimbursement is o permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. E 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the rr CONSULTANT as follows: • co 5.2.2.1. Expenses of transportation and living when traveling in connection with each = Work Order, except for local travel within Collier or Lee Counties, as providec . in Section 112.061, F.S., and all Contract-related mileage for trips that are w from/to destinations outside of Collier or Lee Counties approved by OWNER. 0 5.2.2.2 Expenses for reproducing documents that exceed the number of documents 5 described in this Agreement and postage and handling of Drawings anc Specifications, including duplicate sets at the completion of each Work Ordei for the OWNER'S review and approval. (C�� 14 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,inc. Packet Pg.978 16.A.24.e 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. a. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any 01 the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by w co CONSULTANT will be deemed to be a reimbursable expense. U 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized F reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that g CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and cc the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the 1,;- es,N estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services a.) to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. w 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilizec by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximurr markup of five percent (5%) on the fees and expenses associated with such subconsultants anc , d subcontractors. F I 10) 15 L #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 979 16.A.24.e T2 L 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by F OWNER. O. U) 0 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and E approval of invoices submitted on the date of services or within six (6) months after completion of I contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- co- 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. c 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. o ARTICLE 6 coOWNERSHIP OF DOCUMENTS c 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, ? CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible (Cr) for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own 2 0 expense, may retain copies of the Project Documents for its files and internal use. E' c 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to Q pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, t E C 16 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 980 16.A.24.e irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any E reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for x iz review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 411 MAINTENANCE OF RECORDS 0 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT o for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, E 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 cz may be required by law; provided, however, such activity shall be conducted only during normal g business hours. 0 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the a services performed by each, with all such time records to be kept within one-half of an hour. At the � �lQ 17 C4t #16-6598"Fixed Term Landscape Architectural Service Johnson Engineering,Inc. Packet Pg. 981 16.A.24.e request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 -' L a) INDEMNIFICATION a, ii. 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless 05. a) 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 f6 negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or o utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may o be available to an indemnified party or person described in this paragraph. 0 ARTICLE 9 INSURANCE N O1 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contraclcp L (i) Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. o O 9.2 All insurance shall be from responsible companies duly authorized to do business in the State ;, 4 of Florida. css18B #16.6598"Fixed Term Landscape Architectural Services John on Enaineerina.Inc. Packet Pg. 982 16.A.24.e 9.3 All insurance policies required by this Agreement shall include the following provisions and CD conditions by endorsement to the policies: a 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 3 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 co- interests provisions. a; 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against t6 OWNER for payment of premiums or assessments for any deductibles which all are at the sole o U responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- o insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained E by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form o patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this c0 Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 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, Q except such rights as they may have to the proceeds of such insurance held by any of them. 19 cjd #16-6598"Fixed Term Landscape Architectural Servic " Johnson Engineering,Inc. Packet Pg. 983 16.A.24.e 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required a) hereunder must meet the following minimum requirements: L 0 a 9.5.1 The insurance company must be duly licensed and authorized by the Department of y Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. L a) 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" 3 or higher. co- ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 0 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, -2 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 C4 person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third N party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. cp 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel g CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the 1 percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All c, E 0 a-. ;n+ 20 #16-6598"Fixed Term Landscape Architectural Se gs Johnson Engineeri e2 Packet Pg.984 16.A.24.e cc personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or U 0 replaced without OWNER'S prior written consent. C) 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. y By appropriate written agreement, the CONSULTANT shall require each subconsultant or J subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to g be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work LL Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the Tt OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the i w OWNER under this Agreement, and any subsequently issued Work Order, with respect to the 0 L Services to be performed by the subconsultant or subcontractor so that the subconsulting or E subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall .173 require each subconsultant or subcontractor to enter into similar agreements with its sub- 2m E subconsultants or sub-subcontractors. o tY 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each o N contract entered into between CONSULTANT and each subconsultant or subcontractor, however 2 nothing in this Agreement shall be construed to create any contractual relationship between OWNER 2 and any subconsultant or subcontractor. 0 ARTICLE 11 WAIVER OF CLAIMS CD 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall . constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it ! 21 #16-6598"Fixed Term Landscape Architectural Servi --" Johnson Engineerin. Packet Pg. 985 16.A.24.e against OWNER arising out of the Work Order or otherwise related to those Services, and except U those previously made in writing in accordance with the terms of this Agreement and identified by a CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of u CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of 3 OWNER'S rights against CONSULTANT. a) ARTICLE 12co- TERMINATION OR SUSPENSION a) co 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is F. agreed that either party hereto shall at any and all times have the right and option to terminate this U Agreement by giving to the other party not less than thirty (30) days prior written notice of such 2 termination. Upon this Agreement being so terminated by either party hereto, neither party hereto , shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) .L CONSULTANT'S failure to begin Services under any particular Work Order within the times specified N under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to si 4 be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general 2 CD assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, a officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other g ca22 #16-6598"Fixed Term Landscape Architectural Services",! Johnson Engineering,*Th, Packet Pg. 986 16.A.24.e Co codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so g terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. J 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is 12 a) determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to 47 be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies i against OWNER shall be the same as and be limited to those afforded CONSULTANT under o P. paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be o limited to that portion of the fee earned through the date of termination, for any Work Orders so tz m cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT 2 that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or = 0 further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent E reasonably possible. QC) C l4 23 #16-6598"Fixed Term Landscape Architectural Servi " Johnson Engineering Packet Pg. 987 16.A.24.e 7,012.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or g. N under its control arising out of or relating to this Agreement or any Work Orders. co 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so t to suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to Tt 1,7 its schedule in accordance with the procedures set forth in Article Four herein. 0 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- 3 five (45) days after such payment is due as set forth in the Work Order or such other time as required .2 by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject o Work Order until such default is cured, after giving OWNER a second fourteen (14) days written a' co notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the 2 Services are so stopped for a period of one hundred and twenty (120) consecutive days through no LLic 0 act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees o or any other persons performing portions of the Services under contract with the CONSULTANT, the E CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within i•e fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon 24 #16-6598"Fixed Term Landscape Architectural Servic.„"'°\ Johnson Engineering,kic40 I Packet Pg. 988 16.A.24.e cc fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and E. recover from the Owner payment for Services performed through the termination date, but in no event a shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS LL o 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 U Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, o individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, 12 commission, percentage, gift or any other consideration contingent upon or resulting from the award 0 0 or making of this Agreement or any subsequent Work Order. 0 a) E 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT o agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the Et compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set N forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to g exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit a costs. All such adjustments shall be made within one (1) year following the end of the subject Work 25 CA #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering, Inc. Packet Pg. 989 16.A.24.e L Order. ARTICLE 14 a` CONFLICT OF INTEREST co J 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either E direct or indirect, which would conflict in any manner with the performance of Services required 7 hereunder. CONSULTANT further represents that no persons having any such interest shall be cciemployed to perform those Services. 0 Tt ARTICLE 15 MODIFICATION 0 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless E in writing and executed by the party or parties intended to be bound by it. o ARTICLE 16 NOTICES AND ADDRESS OF RECORD 0 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to = 0) 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 w address of record: 0 Board of County Commissioners Collier County Florida Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Allison Kearns, Interim Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 26 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg.990 1 6.A.24.e To 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the a> CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Johnson Engineering, Inc. 2122 Johnson Street Fort Myes, Florida 33901 Telephone: (239) 334-0046 Attn: Jeff Nagle, RLA, Principal Landscape Architect vmitchell@johnsoneng.com 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. o U L ARTICLE 17 1 0 w MISCELLANEOUS o 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. ti 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 w 0 CONSULTANT without the prior written consent of OWNER. I 0 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 g Agreement. E 27 c #16-6598"Fixed Term Landscape Architectural Services Johnson Engineering,Inc. Packet Pg. 991 16.A.24.e cc 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. co 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 F. prior agreements or understanding shall have no force or effect whatever on this Agreement. co 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall t0 survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any o U Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 0 0 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall 2 E be an original and all of which shall constitute but one and the same instrument. C4 17.9 The terms and conditions of the following Schedules attached hereto are by this reference 6- c.,N incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE 0 Schedule C INSURANCE COVERAGE 0 Schedule D TRUTH IN NEGOTIATION CERTIFICATE w RFP # 16-6598 Including Scope of Services, Terms and Conditions Consultant's Proposal 28 �'•4® #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 992 16.A.24.e Ts ARTICLE 18 z APPLICABLE LAW eL 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. U) 40 CU ARTICLE 19 E' 0 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 0 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or j w person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this a) E Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, o 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 .c made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each N subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. • ro 29 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 993 16.A.24.e 192 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 L d 0 read as follows: N l4 "A person or affiliate who has been placed on the convicted vendor list -' following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property ori 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 w period of 36 months following the date of being placed on the convicted vendor list." a U ARTICLE 20 DISPUTE RESOLUTION 2 0 cc 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve 2 disputes between the parties, the parties shall make a good faith effort to resolve any such disputes o 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 i 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 N 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 a €.1a: 30 - d #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 994 16.A.24.e cc 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. a C) o_ ARTICLE 21 N IMMIGRATION LAW COMPLIANCE E 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging i without exception or stipulation that it is fully responsible for complying with the provisions of the LL 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 i to unilaterally terminate this agreement immediately. cc 0 w cc E E 0 v d (.1 07 *L a) a) C) _ w _ 0 U) _ 0 _ C) E a) Q C) _ Q) E 31 E #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 995 16.A.24.e IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Fixed Term Landscape Architectural Services the day and year first written above. L a) Q. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: X Date: By: i- Donna Fiala, Chairman 0- Approved Approved as to Form and Legality 1.7 , ssistant County Attorney 0 U Johnson Engineering, Inc. - 0 By: Witness Typed Name and Title Typed Name and Title Witness 0 T Typed Name and Title 0 0 32 • Q #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg. 996 16.A.24.e rz SCHEDULE A a) WORK ORDER Contract 16-6598 "Fixed Term Landscape Architectural Services" Contract Expiration Date: , 201 a This Work Order is for professional(describe)services for work known as: Project Name: Project No: a) The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. -0 In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is x assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task ll t° * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this a Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 c will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this ci Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) OTime & 2 Material (T&M) (established hourly rate—Schedule A) Cost Plus Fixed Fee (CPFF), (define which method will be used o for which tasks) as provided in the attached proposal. Tasks $ a Task II $ E Task III $ o TOTAL FEE $ PREPARED BY: Name and Title Date rn APPROVED BY: (Dept Name) , Division Director Date N a) APPROVED BY: type name, Department Administrator Date By the signature below,the Firm(including employees, officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which 0 relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that 5 arises during the Work Order and/or project duration. E a) ACCEPTED BY: (Company Name) Q Name&Title of Authorized Company Officer Date A-1 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,re, Packet Pg. 997 16.A.24.e T2L SCHEDULE B t RATE SCHEDULE a CC U) CC J Title Rates Principal/Sr Landscape Architect $ 150.00 Landscape Architect $ 125.00 x Design Associate $ 90.00cs- Auto cad Technician $ 70.00 co- Administrative $ 60.00 O N U CC c O The above hourly rates are applicable to Time and Materials projects only and may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant, CC without further Board approval. 22 0 r• CD Lu O N C w L c B-1 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. Packet Pg.998 16.A.24.e �a SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to theQ. 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 ulss responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. 0 (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. 0 (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. lr 0 (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of CD.6) insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT 0 has acquired and put in place the insurance coverages and limits required hereunder. 0 In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or _ allowed to expire until at least thirty (30) days prior written notice has been given to the E s c-1 `� #16-6598"Fixed Term Landscape Architectural Services" (:(1: Johnson Engine Packet Pg. 999 16.A.24.e OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and CD 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 CD X aggregate limit reinstated to the full extent permitted under such policy. u, (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this f4 Agreement. o U (6) The acceptance by OWNER of any Certificate of Insurance pursuant to 0 the terms of this Agreement does not constitute approval or agreement by the OWNER o that the insurance requirements have been satisfied or that the insurance policy shown 0 E 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 N 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. 0 (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages E purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) C-2 #16-6598"Fixed Term Landscape Architectural Services" C40) Johnson Engin1 Packet Pg. 1000 16.A.24.e 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, C6 nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages Q7 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 06. prior to the completion of the Services required hereunder or termination of the tO Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in f6 triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) o 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 0 0 CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. 0 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 o engaged in the work under this Agreement in accordance with the laws of the State of 0 Florida. The amounts of such insurance shall not be less than: E v 0) a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) E C a -3 #16-6598"Fixed Term Landscape Architectural Services" (40 Johnson Engine Packet Pg. 1001 16.A.24.e X $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee w (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. 0. CD COMMERCIAL GENERAL LIABILITY CD Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, to shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this .M/ Agreement, Independent Contractors, Broad Form Property Damage including 0 Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than 0 five (5) years following the completion and acceptance by the OWNER of the work C) under this Agreement. Limits of Liability shall not be less than the following: 0 N. X Single Limit per Occurrence $1,000,000 N Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 Qa (2) The General Aggregate Limit shall apply separately to this Project and theLAI policy shall be endorsed using the following endorsement wording. "This endorsement o modifies insurance provided under the following: Commercial General Liability 0 Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies E 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 E 0 C-4 F9) #16-6598"Fixed Term Landscape Architectural Services" Johnson Engin Packet Pg. 1002 16.A.24.e CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT Tts shall be subject to the approval of the Risk Management Director or his designee. CD(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 0 to any similar coverage carried by the OWNER. 0 I- CD X Applicable Not Applicable ;X 11)0) AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No 0 (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 0 limits of not less than: X Bodily Injury & Property Damage- $ 500,000 c) UMBRELLA LIABILITY N (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 o shall include all coverages on a "following form" basis. 0 (2) The policy shall contain wording to the effect that, in the event of the v exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. C-5 #16-6598"Fixed Term Landscape Architectural Services" ((CM Johnson Engin Packet Pg. 1003 16.A.24.e PROFESSIONAL LIABILITY INSURANCE 7,2 y.. Required by this Agreement? X Yes No L w (1) Professional Liability Insurance shall be maintained by the CONSULTANT 0 N to insure its legal liability for claims arising out of the performance of professionalcc services under this Agreement. CONSULTANT waives its right of recovery against i- OWNER as to any claims under this insurance. Such insurance shall have limits of not LL r• less than: co- U) X $1,000,000 each claim and in the aggregate Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 7_ (2) The CONSULTANT shall continue this coverage for a period of not less o than five (5) years following completion of all Services authorized under this Agreement. (3) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will cc 0 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 0 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, o CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours 0 c 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 a C-6 #16-6598"Fixed Term Landscape Architectural Services" t' Tht Johnson Engin Packet Pg. 1004 16.A.24.e 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 LE policy if requested by OWNER. ca VALUABLE PAPERS INSURANCE as J E (1) In the sole discretion of the County, on a work order by work order basis, 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. .1. 0 PROJECT PROFESSIONAL LIABILITY Cs Cs 0 (1) If OWNER notifies CONSULTANT that a project professional liability c policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the CD 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 a) pursue the maximum credit available on the next renewal policy, if a renewal occurs •00- during the term of the project policy (and on any subsequent professional liability 0 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 C-7 #16-6598"Fixed Term Landscape Architectural Services" Johnson Engin Packet Pg. 1005 16.A.24.e consideration for a reduction in CONSULTANT'S self-insured retention and the risk of U uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when R 0 0 requested by OWNER or OWNER'S Project Manager: J 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 a) 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 N omissions application. i (3) If OWNER elects to purchase a project professional liability policy, i0 CONSULTANT to be insured will be notified and OWNER will provide professional caliability insurance, naming CONSULTANT and its professional subconsultants as o named insureds. E E 0 U 0) cc r` N CA L a) C) c) C LU C 0 N C: 0 C C) a) a) L to C Q) E U CC r-. C-8 C-8 #16-6598"Fixed Term Landscape Architectural Services" F'4f Johnson Engin Packet Pg. 1006 16.A.24.e TcsSCHEDULED TRUTH IN NEGOTIATION CERTIFICATE 0 C9 In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Johnson Engineering, 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 16-6598 Fixed LL 05 Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. co i.' Johnson Engineering, Inc. 0 BY: 0 w TITLE: DATE: cL N rL LIJ 0 0 D-1 c #16-6598"Fixed Term Landscape Architectural Services" Johnson Engineering,Inc. (6,47()) Packet Pg. 1007 16.A.24.f Contract# 16-6598 tU "Fixed Term Landscape Architectural Services" 2 a FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES N THIS AGREEMENT is made and entered into this day of 2016, by E 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 Windham Studio, 06 Inc., authorized to do business in the State of Florida, whose business address is P. O. Box 1239, 2 Bonita Springs, 34133 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: 0 0 WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape Architectural services expeditiously when a need arises in connection with a Collier County project; o and c) WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), 2 makes provisions for a fixed term contract with a firm to provide professional services to a political o N_ subdivision, such as the County; and 0 =a WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to E a) time by OWNER. G E 1 #16-6598"Fixed Term Landscape Architectural Sery Windham Studio, .' Packet Pg. 1008 16.A.24.f NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 to CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, l� CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter c the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by E written Amendment or Change Order as hereafter provided. l9 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in o conformance with the scope of services, which shall be described in a Work Order issued pursuant to 12, the procedures described herein. The form of the Work Order is set forth in attached Schedule A. 0 Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges E and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work (71 Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved 4 in writing by the Board of County Commissioners of Collier County. Work order assignments for selecting a firm are as follows: cs • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking E a) interested firms (all awarded firms will be invited to participate). , • For all other using departments/divisions, if project is less than $50,000, then any awarded g firm may be selected. ,� 2 #16-6598"Fixed Term Landscape Architectural Se Cd.., Windham Studio, nc. Packet Pg. 1009 16.A.24.f • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be 3 selected by informally interviewing, scoring and ranking the interested firms (all awarded firms e. will be invited to participate). Q ro 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be x at CONSULTANT'S own risk and OWNER shall have no liability for such Services. co- 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, 0 said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement 9 ro with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the o understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. . o: 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly N provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. (ts 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee c a) unto CONSULTANT that any specific amount of Services will be requested or required of .;r CONSULTANT pursuant to this Agreement. E U ro a-. a-. 3 #16-6598"Fixed Term Landscape Architectural Sc s" Windham Studio,Inc. Packet Pg. 1010 16.A.24.f 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders g thereto) are hereby incorporated into and made a part of this Agreement by reference. ctlJ 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all t such licenses as are required to do business in the State of Florida and in Collier County, Florida, ozT 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. 0 U 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 2 other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Scott Windham, President as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate 0 CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order 11 cn CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to g, be provided and performed under the Work Order. Further, the Project Coordinator has full authority v E to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. f 74. 4 #16.6598"Fixed Term Landscape Architectural Servi "/ Windham Studio,Inc. Packet Pg. 1011 1 6.A.24.f The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote 1 U whatever time is required to satisfactorily manage the services to be provided and performed by the U L CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge Q cz 0 and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written c CZ approval, and if so removed must be immediately replaced with a person acceptable to OWNER. E L Cie I- 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from it T- OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any g LO LO other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors th Tt or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to ro a.+ provide and perform any of the Services pursuant to the requirements of this Agreement or any 07. applicable Work Order, said request may be made with or without cause. Any personnel so removed i must be immediately replaced with a person acceptable to OWNER. ° 0 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type i E of professional landscape architectural services that will be required under this Agreement. The o 41 ce CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement ti P shall be subject to the OWNER'S review and approval and shall be in accordance with the generally �' 0 accepted standards of professional practice in the State of Florida, as well as in accordance with all E applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and 2 c requirements of any governmental agencies, and the Florida Building Code where applicable, which § regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT ? hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at v F.S. § 119.0701(2)(a)-(b) as stated as follows: 5 #16-6598"Fixed Term Landscape Architectural Servic{ 0 Windham Studio, Packet Pg. 1012 16.A.24.f IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 0 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a g reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise 8 1 provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records o disclosure requirements are not disclosed except as authorized by law for the duration of the E contract term and following completion of the contract if the Contractor does not transfer the o a, records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in ?. 0 possession of the Contractor or keep and maintain public records required by the public agency tri to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet rn all applicable requirements for retaining public records. All records stored electronically must be e E provided to the public agency, upon request from the public agency's custodian of public r } 6 #16-6598"Fixed Term Landscape Architectural Sery e1r" Windham Studio,Inc. Packet Pg. 1013 16.A.24.f records, in a format that is compatible with the information technology systems of the public agency. L.( Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this g N Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. F- In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of a6 such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the 0 Services required under the subject Work Order. U 0 w 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount o for the following: Tasks not completed within the expressed time frame, including required d 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 El- 0 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. as 7 #16-6598"Fixed Term Landscape Architectural Serv' es Windham Studi , Packet Pg. 1014 16.A.24.f 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 s the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings c, where such information has been properly subpoenaed, any non-public information concerning the a as Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida ::5-(--;" as State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference o specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter 3 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 t (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ti a ARTICLE 2 0 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, 2 a CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for 2 Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional a.: Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance and 8 #16-6598"Fixed Term Landscape Architectural Serv��e�6� Windham Studiao �!! Packet Pg. 1015 16.A.24.f Procedures in effect at the time such services are authorized. Except in an emergency endangering 7,2 life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the a) subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken w by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 0 document the consequences of the changes or variations, provided that CONSULTANT has delivered 3 written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT 2 0 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 the subject Work Order. r` ARTICLE 3 N OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as 2 OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with d respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 7 9 #16-6598"Fixed Term Landscape Architectural Servr�e Windham Studi -Inc}nc Packet Pg. 1016 16.A.24.f authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have 2. the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: i Q (a) The scope of Services to be provided and performed by the CONSULTANT as N set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such E Services as set forth in the Work Order; or x L (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. tO 3.2 The Project Manager shall: w fC (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in I accordance with this Agreement; o (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design c objectives and constraints, space, capacity and performance requirements, 2. 0 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 s pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other 2 data relative to the subject Work Order; E C, 10 #16-6598"Fixed Term Landscape Architectural Servi Windham Studio, o Packet Pg. 1017 16.A.24.f (d) Arrange for access to and make all provisions for CONSULTANT to enter the site v (if any) set forth in the Work Order to perform the Services to be provided by U L CONSULTANT under the subject Work Order; and CD (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT E hereunder. -0 ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to ZS OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed 12 in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 0 -75 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 8 ce 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, o then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement g of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right $ which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in 11 ^ #16-6598"Fixed Term Landscape Architectural Ser Windham Studio, Packet Pg. 1018 16.A.24.f 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 the Schedule; provided, however, the granting of any such time 0. 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. 'u. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services oi to be provided hereunder in a timely manner, in addition to any other rights or remedies available to up 4 the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work o Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in 03 such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S 2 0 performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any - 0 other damages hereunder. U, E cc 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both parties. rt 12 #16-6598"Fixed Term Landscape Architectural Serv'62 Windham Studi l Q Packet Pg. 1019 16.A.24.f ARTICLE 5 °) COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services g. rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project g J Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: x Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material 6 invoices presented, rather, the Consultant must perform to the satisfaction of the County's project Y manager before payment for the fixed price contract is authorized. v 12 Time and Materials: The County agrees to pay the contractor for the amount of labor time 3 c3 spent by the Consultant 's employees and subcontractors to perform the work (number of hours times 2 hourly rate), and for materials and equipment used in the project (cost of materials plus the 5 contractor's mark up). This methodology is generally used in projects in which it is not possible to 0 accurately estimate the size of the project, or when it is expected that the project requirements would L most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not 4 ',Y^^ company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and E ro other reimbursable documentation for the project. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as E specified in the Work Order, statement of charges for the Services performed and rendered by S3 CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly U Y 13 #16-6598"Fixed Term Landscape Architectural Servicesk, 0 Windham Studio,In Packet Pg. 1020 16.A.24.f statement shall be in such form and supported by such documentation as may be required by T OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the 0 Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if 0. any). 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply a only to projects procured under the Time and Materials pricing methodology specified in paragraph X 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. t4 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable o reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is 0 permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. .73 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the 0 CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each N Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are E from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents E described in this Agreement and postage and handling of Drawings and Q Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 14 #16-6598"Fixed Term Landscape Architectural Service +Cry® Windham Studio,In . Packet Pg. 1021 16.A.24.f 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. a 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of E the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 0 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized 3 reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 0 ca 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and o the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services i 0 to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum I L markup of five percent (5%) on the fees and expenses associated with such subconsultants and a.: 0 subcontractors. I U a+ 15 #16-6598"Fixed Term Landscape Architectural Service Windham Studio,In CAO Packet Pg. 1022 16.A.24.f 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. CD C. CO U 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and J 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- x r• payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the u, essence with respect to the timely submission of invoices under this agreement. U) 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. L 0 ARTICLE 6 OWNERSHIP OF DOCUMENTS o 0 (136.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, o notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable N O Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. a) 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, E t 16 #16-6598"Fixed Term Landscape Architectural Servi e1'® Windham Studio Packet Pg. 1023 16.A.24.f irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable U authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Q Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or E task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. Jr: ARTICLE 7 Tt MAINTENANCE OF RECORDS 0 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT E for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the o Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, E 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 c the period of this Agreement and during the five (5) year period noted above, or such later date as 0 may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each L principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the cc 17 #16-6598"Fixed Term Landscape Architectural Services Windham Studio,In CAO Packet Pg. 1024 16.A.24.f request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 J INDEMNIFICATION a) a) 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless co- OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, v; but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by theTns ** negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or L utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation 3 shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may ci r be available to an indemnified party or person described in this paragraph. o ARTICLE 9 a) INSURANCE r 0 r N 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract o Documents, insurance of the types and in the amounts described herein and further set forth in in E Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State e E of Florida. L w 18 #16-6598"Fixed Term Landscape Architectural Service CAO Windham Studio,In Packet Pg. 1025 1 6.A.24.f 9.3 All insurance policies required by this Agreement shall include the following provisions and ri i 0 conditions by endorsement to the policies: E U L Q 0 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability 2- 0 N policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of g J this Agreement shall name Collier County Government, Collier County, Florida, as an additional t I- insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of x interests provisions. o CD CD 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 0 responsibility and risk of CONSULTANT. CJ 2 L I 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- 0 _ 0 insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained _ by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 0 iU CD 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form r- 0 patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this N.. 0 Agreement. c tiiE aa 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. _ t E 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for T a damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, E except such rights as they may have to the proceeds of such insurance held by any of them. 0 19 a 19 #16-6598"Fixed Term Landscape Architectural Service ' Windham Studio,In Ao Packet Pg. 1026 16.A.24.f 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required r.) hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of u N Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. J L 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" ' X or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF C 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, 8 unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of 0 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, o shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, 2 E however, be construed as constituting an agreement between the OWNER and any such other o person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third o' ti party any claim or right of action against the OWNER beyond such as may then otherwise exist 0 without regard to this Agreement. E 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the E L percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All g t• 4. 20 #16-6598"Fixed Term Landscape Architectural Servi ea¢S- Windham Studio, Packet Pg. 1027 16.A.24.f personnel, subconsultants and subcontractors identified in the Schedule 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 any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the to CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the o U Services to be performed by the subconsultant or subcontractor so that the subconsulting or 3 a subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 2 0 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 0 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 N and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it 15 21 #16-6598"Fixed Term Landscape Architectural Se c ' Windham Stud In Packet Pg. 1028 16.A.24.f against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. co ARTICLE 12 LL TERMINATION OR SUSPENSION co Lt) 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is E agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of o termination, except that Services specified to be performed under a previously issued Work Order, 2m shall proceed to completion under the terms of this Agreement. 0 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o N be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) E CONSULTANT'S failure to begin Services under any particular Work Order within the times specified 2 under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general I 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 s re 22 #16-6598"Fixed Term Landscape Architectural Se ,t. Windham Stud:•. Packet Pg. 1029 16.A.24.f codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the ca CONSULTANT seven (7) calendar days written notice of the material default. J 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is E determined for any reason that CONSULTANT was not in default, or that its default was excusable, or x that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in c u7 paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to c) be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under o paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 g above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the U event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be a limited to that portion of the fee earned through the date of termination, for any Work Orders so y cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent CD reasonably possible. U 23 #16-6598"Fixed Term Landscape Architectural Services" C40 Windham Studio,Inc. Packet Pg. 1030 16.A.24.f 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER U all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be E provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written LL 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. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required E by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material o obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work E Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject 2. Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no 2 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 a) CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upor ' 24 #16-6598"Fixed Term Landscape Architectural Servie f Windham Studio,}�c. Packet Pg. 1031 16.A.24.f fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and 2 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 v Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS x LL cs. as 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or E cip 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, ri individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, L commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 2 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT g 0 agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the f N compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the 1) Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set 2 forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit • costs. All such adjustments shall be made within one (1) year following the end of the subject Work . rzs.ti. 25 #16-6598"Fixed Term Landscape Architectural Service A \ Windham Studio,I Packet Pg. 1032 16.A.24.f Order. ARTICLE 14 i CONFLICT OF INTEREST Q U to 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either J 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. c t ARTICLE 15 Tic MODIFICATION 0 U 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless 3 in writing and executed by the party or parties intended to be bound by it. 0 0 ARTICLE 16 E NOTICES AND ADDRESS OF RECORD 0 c 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 a Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S E address of record: Board of County Commissioners Collier County Florida Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Allison Kearns, Interim Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 e' Q 26 #16-6598"Fixed Term Landscape Architectural SeA:,. Windham StudiAille Packet Pg. 1033 16.A.24.f 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the g. CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the 0 following CONSULTANT'S address of record: J Windham Studio, Inc. P.O. Box 1239 Bonita Springs, Florida 34133 Telephone: (239) 390-1936 r Attn: Scott D. Windham, President scott@windhamstudio.com 16.3 Either party may change its address of record by written notice to the other party given in Tt U accordance with requirements of this Article. 0 ARTICLE 17 MISCELLANEOUS 0 ca 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. CL 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof o N shall impair the rights or liabilities of either party. 0 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by ro 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. 27 #16-6598"Fixed Term Landscape Architectural Servic 90 Windham Studio, Packet Pg. 1034 16.A.24.f 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 U i change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the 3 entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior E agreements or understandings, written or oral, relating to the matter set forth herein, and any such x ►t. prior agreements or understanding shall have no force or effect whatever on this Agreement. os 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall Ti survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any L Work Order that extends beyond the expiration date of this Agreement will survive and remain subject 3 to the terms and conditions of this Agreement until the completion or termination of the Work Order. cri 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. E 17.9 The terms and conditions of the following Schedules attached hereto are by this reference ti incorporated herein: O Schedule A WORK ORDER FORM cn Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE E' RFP# 16-6598 Including Scope of Services, Terms and Conditions Consultant's Proposal .E' U LC .o-. a.+ 28 #16-6598"Fixed Term Landscape Architectural Services c 0 Windham Studio,Inc. Packet Pg. 1035 16.A.24.f ARTICLE 18 7-2 APPLICABLE LAW 0 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, o 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 E the other party relating to or arising out of this Agreement must be brought in the appropriate federal x or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such c matters. r N ARTICLE 19 0 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or o 0 person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 7 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 N 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 E made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER L a, determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates I and other factual unit costs. ¢ Q 29 #16-6598"Fixed Term Landscape Architectural Se f ' Windham Stud• IT.. Packet Pg. 1036 16.A.24.f 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, - proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property iz to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public Lo 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 w vendor list." ARTICLE 20 U 12 L DISPUTE RESOLUTION 0 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve t disputes between the parties, the parties shall make a good faith effort to resolve any such disputes g by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full L 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 2 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 . 30 #16-6598"Fixed Term Landscape Architectural Seryb Windham Studio, . Packet Pg. 1037 16.A.24.f 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. ARTICLE 21 0 IMMIGRATION LAW COMPLIANCE J 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging t 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 m r.`<?, relating thereto, as either may be amended. Failure by the Consultant to comply with the laws to referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. o 0 0 E E 0 U U N- 0 T N 0 //fine VJ CC C) C) a) E U CC a.+ 31 #16-6598"Fixed Term Landscape Architectural Service " Windham Studio,Inc. Packet Pg. 1038 16.A.24.f IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Fixed Term Landscape Architectural Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: Donna Fiala, Chairman e o.) Approved as to Form and Legality sistant County Attorney coWindham Studio, Inc. I- Cs Cs c By: Witness ° Cs Typed Name and Title Typed Name and Title Witness re Typed Name and Title 0 07 E Cs m • - c 32 C'4 #16-6598"Fixed Term Landscape Architectural Servi Windham Studio,Inc. Packet Pg. 1039 16.A.24.f SCHEDULE A U WORK ORDER a' Contract 16-6598"Fixed Term Landscape Architectural Services" Contract Expiration Date: , 201 This Work Order is for professional (describe)services for work known as: Project Name: Project No: E The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. F In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is -0 assigned to: Name of Firm it r• Scope of Work: As detailed in the attached proposal and the following: * Task I - a),n * Task II `° * Task III ; Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 c will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this c Work Order. 12 Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) OTime & Material (T&M) (established hourly rate— Schedule A) ['Cost Plus Fixed Fee (CPFF), (define which method will be used 2 for which tasks) as provided in the attached proposal. Task I $ 0 Task II $ E Task III $ E TOTAL FEE $ PREPARED BY: Name and Title Date N APPROVED BY: ° (Dept Name) , Division Director Date va APPROVED BY: E type name, Department Administrator Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that E arises during the Work Order and/or project duration. a) ACCEPTED BY: (Company Name) c Name&Title of Authorized Company Officer Date v A-1 #16-6598"Fixed Term Landscape Architectural Servi Windham Studio53) Packet Pg. 1040 16.A.24.f SCHEDULE B 0 RATE SCHEDULE Q 0 Title Rates Principal/Sr Landscape Architect $ 150.00 Landscape Architect $ 125.00 Design Associate $ 90.00 Auto cad Technician $ 70.00 i Administrative $ 60.00 0 U, U, 0 0 U I- 1 c c 0 4I cc The above hourly rates are applicable to Time and Materials projects only and may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. ce ti 0 r N O U) E cc C O E d Q) 0) C d B-1 #16.6598"Fixed Term Landscape Architectural Services" Windham Studio,Inc. C,g O Packet Pg. 1041 16.A.24.f SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the L following minimum requirements with the use of Insurance Services Office (ISO) forms a 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 X such self-insured retentions or deductibles and provide satisfactory evidence of financial o responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. A+ (2) The insurance required by this Agreement shall be written for not less than0 12 L the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. ti (4) Simultaneously with the execution and delivery of this Agreement by N 0 CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT tts 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 E' E provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall c contain a provision that coverages afforded under the policies will not be canceled or E allowed to expire until at least thirty (30) days prior written notice has been given to the C-1 �g #16-6598"Fixed Term Landscape Architectural Services" °, Windham ' Packet Pg. 1042 16.A.24.f OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and a) nothing contained herein shall relieve CONSULTANT of this requirement to provide 0 y notice. In the event of a reduction in the aggregate limit of any policy to be provided by J CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. i•• 0 (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. L 0 U (6) The acceptance by OWNER of any Certificate of Insurance pursuant to Cs the terms of this Agreement does not constitute approval or agreement by the OWNER C. 0 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. 0 m (7) CONSULTANT shall require each of its subconsultants to procure and 0 maintain, until the completion of the subconsultant's services, insurance of the types 0 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. 73 (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) a ink c-2 #16-6598"Fixed Term Landscape Architectural Services" Windham ' ' Packet Pg. 1043 16.A.24.f days after demand, OWNER has the right to offset these costs from any amount due y CONSULTANT under this Agreement or any other agreement between OWNER and CDCONSULTANT. 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 ° 73 companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. F (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 or any Work Order, the CONSULTANT shall furnish to the OWNER, in *� triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) w _ 0 business days after the renewal of the policy(ies). Failure of the Contractor to provide v the OWNER with such renewal certificate(s) shall be deemed a material breach bycts CONSULTANT and OWNER may terminate the Agreement or any subsequently issued o Work Order for cause. E E WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY ti 0 N Required by this Agreement? X Yes No 0 (1) Workers' Compensation and Employers' Liability Insurance shall be v, maintained by the CONSULTANT during the term of this Agreement for all employees73 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: 0c) a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) C-3 #16-6598"Fixed Term Landscape Architectural Services" 6-9) Windham Packet Pg. 1044 16.A.24.f X $100,000 Each Accident $500,000 Disease Aggregate Ta $100,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. eL COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No X (1) Commercial General Liability Insurance, written on an "occurrence" basis, cs. ccc 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 0 Completed Operations and Products and Completed Operations Coverage. Products T2 and Completed Operations coverage shall be maintained for a period of not less than o 0 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: U cc X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 0 (2) The General Aggregate Limit shall apply separately to this Project and the in 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 0 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 C-4 #16-6598"Fixed Term Landscape Architectural Services" 1 Windham1 Packet Pg. 1045 16.A.24.f CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT z shall be subject to the approval of the Risk Management Director or his designee. 0 (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. X Applicable Not Applicable r• ao AUTOMOBILE LIABILITY INSURANCE �' T 4t Required by this Agreement? X Yes No W (1) Automobile Liability Insurance shall be maintained by the CONSULTANT 0 for the ownership, maintenance or use of any owned, non-owned or hired vehicle with 0 limits of not less than: 0 X Bodily Injury & Property Damage- $ 500,000 0 UMBRELLA LIABILITY ti O N (1) Umbrella Liability may be maintained as part of the liability insurance of 0 w the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, 7) Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. E (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. C-5 #16-6598"Fixed Term Landscape Architectural Services" Windham Packet Pg. 1046 16.A.24.f PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT Q to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not a) less than: co U, X $1,000,000 each claim and in the aggregate t Tt Any deductible applicable to any claim shall be the sole responsibility of 0 ca the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. o U 12 L (2) The CONSULTANT shall continue this coverage for a period of not less 0 than five (5) years following completion of all Services authorized under this Agreement. o (3) The policy retroactive date will always be prior to the date services were ` first performed by CONSULTANT or OWNER under this Agreement, and the date will 04 not be moved forward during the term of this Agreement and for five years thereafter. o T N_ CONSULTANT shall promptly submit Certificates of Insurance providing for an o 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 C-6 #16-6598"Fixed Term Landscape Architectural Services" C`40) Windham Packet Pg. 1047 16.A.24.f 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. i VALUABLE PAPERS INSURANCE0 (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed 47) documents in an amount sufficient to cover the cost of recreating or reconstructing th valuable papers or records utilized during the term of this Agreement. I- L Y C PROJECT PROFESSIONAL LIABILITY 12 L (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 0 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 N_ CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to o 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 C-7 C'�o #16-6598"Fixed Term Landscape Architectural Services" Windham 1 Packet Pg. 1048 16.A.24.f consideration for a reduction in CONSULTANT'S self-insured retention and the risk of 73 uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when 0 a 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. x d. Current underwriter. iz e. Amount (in both dollars and percent) the underwriter will give as a credit if os 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, O CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as o O named insureds. 1 a) E E O v m 0• T N O_ (i) E 4 R _ G) a) 0) a) _ a) E U - 9- Q C_$ #16-6598"Fixed Term Landscape Architectural Services" CO---;) Windham Packet Pg. 1049 16.A.24.f SCHEDULED 73 TRUTH IN NEGOTIATION CERTIFICATE o 1E U Q In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, a U u) Florida Statutes, Windham Studio, Inc., hereby certifies that wages, rates and other c J factual unit costs supporting the compensation for the services of the CONSULTANT to 0 1- be provided under the Professional Services Agreement, concerning 16-6598 Fixed X iz Term Landscape Architectural Services are accurate, complete and current as of the co- time of contracting. w Tt t-') cc Windham Studio, Inc. 0 U 72 BY: 3 ca 0 w TITLE: o r c DATE: E E 0 U N coCLh. r N o_ rn E CO .o C C 0 W i 0) Q r.+ C -C U to D-1 Q #16-6598"Fixed Term Landscape Architectural Services" Windham Studio,Inc. C40 Packet Pg. 1050 16.A.24.g Contract# 16-6598 "Fixed Term Landscape Architectural Services" L FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES C ft J THIS AGREEMENT is made and entered into this day of 2016, by E and between the Board of County Commissioners for Collier County, Florida, a political subdivision of X the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Q. Grady Minor and N Lts Associates, P.A., authorized to do business in the State of Florida, whose business address is 3800 Via Del Rey, Bonita Springs, Florida 34134 (hereinafter referred to as the "CONSULTANT" and/or t4 "CONTRACTOR"). 0 U WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape c 0 Architectural services expeditiously when a need arises in connection with a Collier County project; and I 0 U cc WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political 0 subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of j Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. E Chi 1 � #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor rnd Acenriatac P A Packet Pg. 1051 16.A.24.g NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: w ARTICLE 1 U N CONSULTANT'S RESPONSIBILITY J E 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, g CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter LX oci the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by S) th written Amendment or Change Order as hereafter provided. N 45 f0 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in 8 0 conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. o Reference to the term "Work Order" herein, with respect to authorization of Services, includes all .1-73 written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges `) E and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work N Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved o in writing by the Board of County Commissioners of Collier County. Work order assignments for selecting a firm are as follows: 0 cJ • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking interested firms (all awarded firms will be invited to participate). • For all other using departments/divisions, if project is less than $50,000, then any awarded E firm may be selected. w 2 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor Fri Accr.-mtac P a Packet Pg. 1052 16.A.24.g • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be z selected by informally interviewing, scoring and ranking the interested firms (all awarded firms will be invited to participate). CD U.) 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. 2 CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in E a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be X at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, ri said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement c°° L with respect to such Services, including, but not limited to the scope, compensation and schedule for E O performance of those Services, a Work Order shall be prepared which incorporates the terms of the o understanding reached by the parties with respect to such Services and if both parties are in E agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. co /Ln 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the a Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. r + 3 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor n[t Aecnriatae P A Packet Pg. 1053 16.A.24.g 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this v Agreement or any Work Order, or to obligate OWNER in any manner or way. U L 4 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders I. thereto) are hereby incorporated into and made a part of this Agreement by reference. J 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all CD such licenses as are required to do business in the State of Florida and in Collier County, Florida, jj e including, but not limited to, all licenses required by the respective state boards and other to governmental agencies responsible for regulating and licensing the professional Services to be c provided and performed by the CONSULTANT pursuant to this Agreement. I Y 0 U 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a 2 professional service which, under Florida Statutes, requires a license, certificate of authorization or 0 other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. E 0 U 1.5 CONSULTANT hereby designates Mark W. Minor, President as its Principal in Charge ti (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate N L CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order .° CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project 7 /Ln coordinator for the Services to be provided under that Work Order (hereinafter referred to as the a "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CD CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority w to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Ordr. . E 4 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nrt Assnriatas P A Packet Pg. 1054 16.A.24.g The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. J 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from x OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to N provide and perform any of the Services pursuant to the requirements of this Agreement or any c applicable Work Order, said request may be made with or without cause. Any personnel so removed 2 must be immediately replaced with a person acceptable to OWNER. 0 0 0 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type E of professional landscape architectural services that will be required under this Agreement. The o a) CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement r• 0 shall be subject to the OWNER'S review and approval and shall be in accordance with the generally ZZI accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and 71 requirements of any governmental agencies, and the Florida Building Code where applicable, which c: regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT 0 L hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and ,Q the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows:® 4 5 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor rd A6soniates._EA Packet Pg. 1055 16.A.24.g IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF 72 CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: r`• 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a E reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise U provided by law. 0 3. Ensure that public records that are exempt or confidential and exempt from public records 0 w disclosure requirements are not disclosed except as authorized by law for the duration of the 2 contract term and following completion of the contract if the Contractor does not transfer the o records to the public agency. 0 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in N possession of the Contractor or keep and maintain public records required by the public agency 2 to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Consultant shall destroy any duplicate public records that are ci I exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet lith all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public 6 �,- #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor r nd Assoriates_P.A. Packet Pg. 1056 16.A.24.g records, in a format that is compatible with the information technology systems of the public agency. U Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this t Agreement and the County shall have the discretion to unilaterally terminate this Agreement 2 immediately. a) In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of j- such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each C such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its Tt obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. co 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount o 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 o requirements and/or codes and ordinances applicable to Consultant's performance of the work as ti related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to Nt. L 0 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 c 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 WE not the County obtained substitute performance. -;E; 7 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nd Associates.P.A. Packet Pg. 1057 16.A.24.g 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or 7-2 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 a where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this F paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. coC) 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be T submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida U L State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference o 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) 2, 0 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 0 standard CAD specifications. cca ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, Ti CONSULTANT shall furnish or obtain from others Additional Services beyond those Services c: originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional 'g) Services. With respect to the individuals with authority to authorize Additional Services under this U Agreement, such authority will be as established in OWNER'S Procurement Ordinance and 8 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nd Associates.P.A. Packet Pg. 1058 16.A.24.g Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change U Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to N ct obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. CD Tt 2.2 If OWNER determines that a change in a Work Order is required because of the action taken w U by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 0 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 c 0 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 the subject Work Order. ARTICLE 3 N OWNER'S RESPONSIBILITIES o 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as 2 OWNER'S representative with respect to the Services to be rendered under the Work Order c: (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 a respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 2 .- (t 1 9 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor r nd Associates.P.A. Packet Pg. 1059 16.A.24.g authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have 7,2 the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: U i (a) The scope of Services to be provided and performed by the CONSULTANT as a N set forth in the Work Order; CISJ (b) The time the CONSULTANT is obligated to commence and complete all such _ Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. Tt 3.2 The Project Manager shall: RS (a) Review and make appropriate recommendations on all requests submitted by the 3 CONSULTANT for payment for services and work provided and performed in E accordance with this Agreement; 0 (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S E requirements for the Services specified in the Work Order, including design o objectives and constraints, space, capacity and performance requirements, O flexibility and expandability, and any budgetary limitations; �+ (c) Upon request from CONSULTANT, assist CONSULTANT by placing at E CONSULTANT'S disposal all available information in the OWNER'S possession 7,2 ca pertinent to the Services specified in the Work Order, including existing drawings, a specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; :• 0) E U �® 10 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor Ind Associates.P.A. Packet Pg. 1060 16.A.24.g (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and a` (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT Q♦ hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services 6 required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed o U in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 0 To' c� 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the 2 Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its o own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of 0 government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, - L 8 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in U CAC 11 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor rri Acenriafoc P A Packet Pg. 1061 16.A.24.g )art, 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 2 E.) L right to seek an extension of time to the Schedule; provided, however, the granting of any such time . extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late - completion. 'u. 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 2 the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work o U Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in 3 such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S 0 0 performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing o Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be r•- deemed deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any N other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) 0 ei year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of E the Agreement period have been completed. This Agreement may be renewed for an additional three (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both parties. EY � 12 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor AccnriatPc P A Packet Pg. 1062 16.A.24.g ARTICLE 5 U COMPENSATION C U 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services I. rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project 2 Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the E following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project U manager before payment for the fixed price contract is authorized. o Time and Materials: The County agrees to pay the contractor for the amount of labor time R spent by the Consultant 's employees and subcontractors to perform the work (number of hours times o 0 hourly rate), and for materials and equipment used in the project (cost of materials plus the I contractor's mark up). This methodology is generally used in projects in which it is not possible to E 0 accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation r N of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and ca other reimbursable documentation for the project. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as E specified in the Work Order, statement of charges for the Services performed and rendered by a� CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as 5 E herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly 3 13 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor ne+A¢cnria+PS P A Packet Pg. 1063 16.A.24.g statement shall be in such form and supported by such documentation as may be required by 71 w OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the U L Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if ¢ any). 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply E only to projects procured under the Time and Materials pricing methodology specified in paragraph 11 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. U 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable o reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S 2 )erformance of the Services, at its direct cost with no markup; to the extent such reimbursement is o 0 permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each N Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. c9 Ci 5.2.2.2 Expenses for reproducing documents that exceed the number of documents L described in this Agreement and postage and handling of Drawings and , Specifications, including duplicate sets at the completion of each Work Order U for the OWNER'S review and approval. 14 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nd Associates.P.A. Packet Pg. 1064 16.A.24.g 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in i advance and in writing by OWNER. L 5.2.2.4. Expense of models for the OWNER'S use. Q N 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work 2 J Order required under the applicable Work Order. 5.2.2.6Other items on request and approved in writing by the OWNER. cs- 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by Tt CONSULTANT will be deemed to be a reimbursable expense. O 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized p reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 0 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that 2 CONSULTANT in writing advise OWNER of(i) the estimated time of CONSULTANT'S personnel and o the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the ce estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services N L to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly ,_ supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 0 ci 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and . subcontractors. 15 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor Ind Accnniatas P A Packet Pg. 1065 16.A.24.g 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by w OWNER. CO tn 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and 3. 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- X 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. L 0 ARTICLE 6 to OWNERSHIP OF DOCUMENTS 0 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, o notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical c) data, other than working papers, prepared or developed by or for CONSULTANT under the applicable L Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible 71 'L^ for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own c 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, 16 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor$nri Gcenriatwc P Ill Packet Pg. 1066 16.A.24.g irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable 172 authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to U L grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. cs- ccC ARTICLE 7 MAINTENANCE OF RECORDS .y. 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or U reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the o Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, E or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to 0 audit, inspect and copy all such records and documentation as often as they deem necessary during °C. ti the period of this Agreement and during the five (5) year period noted above, or such later date as E. may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the 17 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor Fri Accnriafac P A Packet Pg. 1067 16.A.24.g request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or 2 v payment of any reimbursable expenses. a. N ARTICLE 8 0 -J INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless L5 OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, E but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may E be available to an indemnified party or person described in this paragraph. o ARTICLE 9 fU INSURANCE ce ry 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. Cf: 9.2 All insurance shall be from responsible companies duly authorized to do business in the State E E a) of Florida. , E ;rt 18 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor rod Associates P.A Packet Pg. 1068 16.A.24.g 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 x interests provisions. co- 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against Cl) OWNER for payment of premiums or assessments for any deductibles which all are at the sole 73 responsibility and risk of CONSULTANT. L yQ 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- c insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. E 0 U GS 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form 0 patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this N Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be 0 a construed in accordance with the laws of the State of Florida. a) E 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for Ea, damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, E except such rights as they may have to the proceeds of such insurance held by any of them. 1(;p 19 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nrl Associates.P.A. Packet Pg. 1069 16.A.24.g 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: U L 9.5.1 The insurance company must be duly licensed and authorized by the Department of 5 Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 2 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" 12 or higher. ARTICLE 10 `° SERVICES BY CONSULTANT'S OWN STAFF 40 f0 w 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, v T2 L 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, 0 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 E person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third re 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 to each Work Order shall be a Schedule that lists all of the key personnel ca CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All c�1 20 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minornd Associates P.A. Packet Pg.1070 16.A.24.g personnel, subconsultants and subcontractors identified in the Schedule 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. a U N 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 E be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work x Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the co OWNER under this Agreement, and any subsequently issued Work Order, with respect to the o Services to be performed by the subconsultant or subcontractor so that the subconsulting or 3 co subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 0 0 require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. E E 0 U 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each 0 contract entered into between CONSULTANT and each subconsultant or subcontractor, however el nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ca ARTICLE 11 a, E WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall E constitute a full waiver of any and all claims, except for insurance company subrogation claims, b c4 21 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nrl AccnriatPc P A Packet Pg. 1071 16.A.24.g against OWNER arising out of the Work Order or otherwise related to those Services, and except i v those previously made in writing in accordance with the terms of this Agreement and identified by U CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of t CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. -' ARTICLE 12 TERMINATION OR SUSPENSION 0 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is 47 agreed that either party hereto shall at any and all times have the right and option to terminate this L Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of o termination, except that Services specified to be performed under a previously issued Work Order, 2 E shall proceed to completion under the terms of this Agreement. E 0 U N 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o (74 be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in a whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified 0 d under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to E 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 1 22 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor pnr4 Aqcririatpc P A Packet Pg. 1072 16.A.24.g codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of 2 this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so 2 Lc terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. J 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or 3 that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under o U paragraph 12.4 below. F. 0 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 0 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in E whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the o CD event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be ti limited to that portion of the fee earned through the date of termination, for any Work Orders so Ti cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or 0 further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. E 23 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor inri Acanriatpa P A Packet Pg. 1073 16.A.24.g 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be E provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written 3 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 Tt its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- v five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material o obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work 0' Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written o is notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject ` Work Order until such default is cured, after giving OWNER a second fourteen (14) days written `+ 0 notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no (72 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 0 L CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of , b.: CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon 2 24 FAO #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor rnd Accnriafac P A Packet Pg. 1074 16.A.24.g fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event 12 shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. cC —J ARTICLE 13 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 Tt U) Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, L 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 cci or making of this Agreement or any subsequent Work Order. o 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 g herein as Schedule D, certifying that wage rates and other factual unit costs supporting the o N compensation for CONSULTANT'S services to be provided under this Agreement and each o subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the >, Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set c" ci forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to E exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work CSG 25 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor Packet Pg. 1075 16.A.24.g Order. 1° 0 N ARTICLE 14 0 CONFLICT OF INTEREST U N 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, eithei 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. CD ARTICLE 15 N MODIFICATION 0 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless 8 cti in writing and executed by the party or parties intended to be bound by it. 2 0 f ARTICLE 16 E NOTICES AND ADDRESS OF RECORD I 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT tc T N the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Posta 8 Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners Collier County Florida a) Procurement Services Division d 3327 Tamiami Trail East Naples, FL 34112 Attention: Allison Kearns, Interim Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 26 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nrl Assnriates P A Packet Pg. 1076 16.A.24.g 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the c. following CONSULTANT'S address of record: J Q. Grady Minor and Associates, P.A. 3800 Via Del Rey Bonita Springs, Florida 34134 Telephone: (239) 947-1144cs- Attn: Mark W. Minor, President mminor( gradyminor.com °; 16.3 Either party may change its address of record by written notice to the other party given in Ti accordance with requirements of this Article. ARTICLE 17 Co 3 MISCELLANEOUS 0 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and 2 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 N 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. ei 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to g L be a waiver of any other breach and shall not be construed to be a modification of the terms of this 4., c Agreement. 27 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nd Associates.P.A. Packet Pg. 1077 16.A.24.g 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 2. change the provisions in such Articles, Schedules, Parts and Attachments. c. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the 72 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 x 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. Further, The CONSULTANT agrees that any .V Work Order that extends beyond the expiration date of this Agreement will survive and remain subject 8 to the terms and conditions of this Agreement until the completion or termination of the Work Order. 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. E 0 U 17.9 The terms and conditions of the following Schedules attached hereto are by this reference ce incorporated herein: i 8 Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE RFP # 16-6598 Including Scope of Services, Terms and Conditions Consultant's Proposal 28 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor nd Associates PA, Packet Pg. 1078 16.A.24.g ARTICLE 18 z APPLICABLE LAW U 2- L 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, ro U and by such laws, rules and regulations of the United States as made applicable to Services funded 2 by the United States government. Any suit or action brought by either party to this Agreement againsi the other party relating to or arising out of this Agreement must be brought in the appropriate federal x or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such co- matters. `° N ARTICLE 19 r.+ SECURING AGREEMENT/PUBLIC ENTITY CRIMES 0 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or c 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, d 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 o deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each c5 ci subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER E determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates al and other factual unit costs. E U 29 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor Fri Associates P A Packet Pg. 1079 16.A.24.g 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by 73 OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which 2 read as follows: 0) U N "A person or affiliate who has been placed on the convicted vendor list CO following a conviction for a public entity crime may not submit a bid, —J proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public x 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, c supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 L 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 E 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 o N settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the 6- c 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 L Mediator certified by the State of Florida. The mediation shall be attended by representatives of 5 CONSULTANT with full decision-making authority and by OWNER'S staff person who would make L : the presentation of any settlement reached at mediation to OWNER'S board for approval. Should a.+ C1 Q 30 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor d AssociateP.A. Packet Pg. 1080 16.A.24.g 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. LE ARTICLE 21 Q U N IMMIGRATION LAW COMPLIANCE cc 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 D u, 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 .1 tC to unilaterally terminate this agreement immediately. U L cc cc 0 .+ cc C) E E 0 U 4) t~ O N 0 ca /Ln ci iC C) co C) L 0) C c) E U r �r pv 31 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor rid AcccariatPc P A Packet Pg. 1081 16.A.24.g IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for w Fixed Term Landscape Architectural Services the day and year first written above. 0 2: 0 L ATTEST: BOARD OF COUNTY COMMISSIONERS FORas COLLIER COUNTY, FLORIDA, u Dwight E. Brock, Clerk c J By: a, 1- Date: By: 0 Donna Fiala, Chairman (s.. 0 0) proved as to Form and Legality `° 6 Tt N ssistant County Attorney t t Q. Grady Minor and Associates, P.A. 0 L E By: c Witness Co 1. MT Typed Name and Title Typed Name and Title c E 0 U d Witness W r.- Typed Typed Name and Title N L 0 c 5 2 0L fd C (' E a) a) L 'i 's:. a, E 0 2 32 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor^nrl Accnriatac P A Packet Pg. 1082 16.A.24.g SCHEDULE A WORK ORDER aa) Contract 16-6598"Fixed Term Landscape Architectural Services" LE Contract Expiration Date: , 201 a) This Work Order is for professional (describe) services for work known as: 0 N Project Name: Project No: E The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. iv In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II ca * Task Ill CD Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this 1 Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 c`-a) will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this c Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance al with following method(s): ['Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ['Time & Material (T&M) (established hourly rate— Schedule A) ['Cost Plus Fixed Fee (CPFF), (define which method will be used } for which tasks) as provided in the attached proposal. Task I $ Task II $ Task III $ E 0 TOTAL FEE $ Et PREPARED BY: Name and Title Date N APPROVED BY: (Dept Name) , Division Director Date APPROVED BY: - type name, Department Administrator Date By the signature below,the Firm(including employees,officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and d belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that aEi arises during the Work Order and/or project duration. ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date C� v O A-1 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. Packet Pg. 1083 16.A.24.g SCHEDULE B c U a) RATE SCHEDULE c Q w co U N Title Rates c ns J Principal/Sr Landscape Architect $ 150.00 E m Landscape Architect $ 125.00 1- -o Design Associate $ 90.00 Auto cad Technician $ 70.00 ii Administrative $ 60.00 rn t) CD Ti iiiU RS s- .4.,Y C 0 U L (13 0 i�+ C O 10 The above hourly rates are applicable to Time and Materials projects only and may not c be all inclusive. Additional hourly rates for other personnel may be added upon mutual E agreement in advance and in writing by the Project Manager and the Consultant, 0 without further Board approval. it N_ O K1 0 C A IC CO L 6 d C Q) Q) L C U) E U Ctl B-1 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. `T® Packet Pg. 1084 16.A.24.g SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms ro c.a and endorsements or their equivalents. If CONSULTANT has any self-insured to retentions or deductibles under any of the below listed minimum required coverages, E 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 C) responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. w (2) The insurance required by this Agreement shall be written for not less than U the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of0 commencement of the Services until the date of completion of all Services required E hereunder or as specified in this Agreement, whichever is longer. ti (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of 8 insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT ^ Y 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 E provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or E allowed to expire until at least thirty (30) days prior written notice has been given to the } C-1 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Assoc Packet Pg. 1085 16.A.24.g OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or U material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide a 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. x (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this w Agreement. 0 (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER o 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 ti 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. a (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) C-2 (fp) #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Assoc Packet Pg. 1086 16.A.24.g 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, E nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the co Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in Vi 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 ci the OWNER with such renewal certificate(s) shall be deemed a material breach by w CONSULTANT and OWNER may terminate the Agreement or any subsequently issued o Work Order for cause. E E 0 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY ce r; N Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be a maintained by the CONSULTANT during the term of this Agreement for all employees cl 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: CA a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) C-3 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Assoc Packet Pg. 1087 1 6.A.24.g X $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER a- 2 - u L and the policy shall be so endorsed. cis COMMERCIAL GENERAL LIABILITY t3 03 E a, I- Required by this Agreement? X Yes No iZ(1) Commercial General Liability Insurance, written on an "occurrence" basis, 0 shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Y U Agreement, Independent Contractors, Broad Form Property Damage including 0 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 o under this Agreement. Limits of Liability shall not be less than the following: ce X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 V (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement ci modifies insurance provided under the following: Commercial General Liability , Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies CDL 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 ctS rr C-4 ` l #16-6598"Fixed Term Landscape Architectural Services" 0), Q.Grady Minor and Assoc Packet Pg. 1088 16.A.24.g CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as anCTS Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. a+ I— X Applicable Not Applicable X r`. AUTOMOBILE LIABILITY INSURANCE cci Tt Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT o U for the ownership, maintenance or use of any owned, non-owned or hired vehicle with Cs limits of not less than: 0 w X Bodily Injury & Property Damage - $ 500,000 UMBRELLA LIABILITY r: (1) Umbrella Liability may be maintained as part of the liability insurance of o the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, ro Commercial General Liability, and Automobile Liability coverages required herein and ei shall include all coverages on a "following form" basis. E' a) (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. C-5 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associ Packet Pg. 1089 16.A.24.g PROFESSIONAL LIABILITY INSURANCE cc Required by this Agreement? X Yes No 1E (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: co C, X $1,000,000 each claim and in the aggregate Any deductible applicable to any claim shall be the sole responsibility of t6 the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0 (2) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. o (3) The policy retroactive date will always be prior to the date services were E first performed by CONSULTANT or OWNER under this Agreement, and the date will GL not be moved forward during the term of this Agreement and for five years thereafter. N 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, cl 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 CS7 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 C-6 #16-6598"Fixed Term Landscape Architectural Services" G-6) Q.Grady Minor and Assoc Packet Pg. 1090 16.A.24.g the full extent permitted under such policy. CONSULTANT shall promptly submit a cc certified, true copy of the policy and any endorsements issued or to be issued on the 3 policy if requested by OWNER. U CD VALUABLE PAPERS INSURANCE J (1) In the sole discretion of the County, on a work order by work order basis, CD CONSULTANT may be required to purchase valuable papers and records coverage for x 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 0 CyCJ (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 N 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 c� d policies that renew during the term of the project policy). CONSULTANT agrees that a. any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, a) 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 C-7 C, ®) #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Assoc' Packet Pg. 1091 16.A.24.g consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. 0 (2) CONSULTANT agrees to provide the following information when 0. cc requested by OWNER or OWNER'S Project Manager: c6 a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. 0 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. N (3) If OWNER elects to purchase a project professional liability policy, 0 CONSULTANT to be insured will be notified and OWNER will provide professional m liability insurance, naming CONSULTANT and its professional subconsultants as 0 0 named insureds. t N sL^ 1 2 {.d C-8 #16-6598"Fixed Term Landscape Architectural Services" �Ao) Q.Grady Minor and Assoc Packet Pg. 1092 16.A.24.g SCHEDULED Ta TRUTH IN NEGOTIATION CERTIFICATE 0 L In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Q ea Florida Statutes, Q. Grady Minor and Associates, P.A., hereby certifies that wages, 0 rates and other factual unit costs supporting the compensation for the services of the 0) CONSULTANT to be provided under the Professional Services Agreement, concerning x jr. 16-6598 Fixed Term Landscape Architectural Services are accurate, complete and oci current as of the time of contracting. Tt co Q. Grady Minor and Associates, P.A. 0 BY: 0 TITLE: -a DATE: 0 CD N ,Ln 6.! QCT rt+ QC) D-1 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. coo Packet Pg. 1093 16.A.24.h ra Contract# 16-6598 "Fixed Term Landscape Architectural Services" Cti FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES -J E THIS AGREEMENT is made and entered into this day of 2016, by 0 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 Urban Green Studio, oat PLLC, authorized to do business in the State of Florida, whose business address is P.O. Box 111841, U) Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: 0 L WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape et Architectural services expeditiously when a need arises in connection with a Collier County project; o and E E 0 WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), ti makes provisions for a fixed term contract with a firm to provide professional services to a political N subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to c) time by OWNER. Si #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1094 16.A.24.h NOW, THEREFORE, in consideration of the mutual covenants and provisions contained 2 herein, the parties hereto agree as follows: ARTICLE 1 N CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, V x CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by 143 written Amendment or Change Order as hereafter provided. tC 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in U conformance with the scope of services, which shall be described in a Work Order issued pursuant to 3 the procedures described herein. The form of the Work Order is set forth in attached Schedule A. 2 0 w Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 4 written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges 0 U and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in & writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved 5 tel in writing by the Board of County Commissioners of Collier County. Work order assignments for selecting a firm are as follows: • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking interested firms (all awarded firms will be invited to participate). • For all other using departments/divisions, if project is less than $50,000, then any awarded firm may be selected. �� v 2 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1095 16.A.24.h • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be v selected by informally interviewing, scoring and ranking the interested firms (all awarded firms will be invited to participate). 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. E CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in 122 a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be j at CONSULTANT'S own risk and OWNER shall have no liability for such Services. T. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to N the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement 12 with respect to such Services, including, but not limited to the scope, compensation and schedule for 0 performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in E agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly 0 provide the Services required thereby, in accordance with the terms of this Agreement and the subject va Work Order. L9 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the 127 Services shall be determined solely by OWNER and that OWNER does not represent or guarantee E unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. EA cc 3 `[ #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLG Packet Pg. 1096 16.A.24.h Ti 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this U CD Agreement or any Work Order, or to obligate OWNER in any manner or way. oL Q 0. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders N thereto) are hereby incorporated into and made a part of this Agreement by reference. co E 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all tz such licenses as are required to do business in the State of Florida and in Collier County, Florida, i',_. co- cn including, but not limited to, all licenses required by the respective state boards and other Tt governmental agencies responsible for regulating and licensing the professional Services to be �, U provided and performed by the CONSULTANT pursuant to this Agreement. 0 U 12 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a 3 professional service which, under Florida Statutes, requires a license, certificate of authorization or 2c 0 other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified TS personnel to provide such Services to OWNER. E E 0 0 0 ce 1.5 CONSULTANT hereby designates Dayna L. Fendrick, Managing Member as its Principal in I: Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate o CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order n c 0 CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project c coordinator for the Services to be provided under that Work Order (hereinafter referred to as the .� D "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the E. E CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to Q be provided and performed under the Work Order. Further, the Project Coordinator has full authority 1 to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Orde .� CA B 4 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1097 16.A.24.h The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote .02 whatever time is required to satisfactorily manage the services to be provided and performed by the E CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge a U and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written 2 approval, and if so removed must be immediately replaced with a person acceptable to OWNER. F 0) 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from L5 OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any cs? other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any v applicable Work Order, said request may be made with or without cause. Any personnel so removed 0 must be immediately replaced with a person acceptable to OWNER. o 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional landscape architectural services that will be required under this Agreement. The ce 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 0 accepted standards of professional practice in the State of Florida, as well as in accordance with all n applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and (2.5) requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT E CD hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Cid 5 5 ¢ #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1098 16.A.24.h To IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO w PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CL Communication and Customer Relations Division a 3299 Tamiami Trail East, Suite 102 J Naples, FL 34112-5746 E Telephone: (239) 252-8383 X The Contractor must specifically comply with the Florida Public Records Law to: e 1. Keep and maintain public records required by the public agency to perform the service. co 2. Upon request from the public agency's custodian of public records, provide the public agency N with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. o 3. Ensure that public records that are exempt or confidential and exempt from public records w disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the 8 records to the public agency. N 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in o possession of the Contractor or keep and maintain public records required by the public agency in to perform the service. if the Contractor transfers all public records to the public agency upon g completion of the contract, the Consultant shall destroy any duplicate public records that are 2 exempt or confidential and exempt from public records disclosure requirements. if the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public s 6 #164596"Fixed Term Landscape Architectural Service Urban Green Studio,PLLC Packet Pg. 1099 16.A.24.h records, in a format that is compatible with the information technology systems of the public agency. 3- 41.C) 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 L immediately. 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 1,1 47 such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its f4 obligation to deliver complete and accurate documents necessary for successful completion of the 2 0 Services required under the subject Work Order. CC 0 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required E deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal cal ce requirements and/or codes and ordinances applicable to Consultant's performance of the work as N_ related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to o 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 0 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 E not the County obtained substitute performance. 7 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1100 16.A.24.h 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or F, organization, without OWNER'S prior written consent, or unless incident to the proper performance of F the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings a where such information has been properly subpoenaed, any non-public information concerning the 2 Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its E employees, agents, subconsultants and subcontractors to comply with the provisions of this x 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 Tt Tis) 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 U L specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter A Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) o GPS Network as provided by OWNER. Information layers shall have common naming conventions 2 E (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry o standard CAD specifications. ti ARTICLE 2 0 V ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, g CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for 4 Additional Services shall be set forth in the Amendment or Change Order 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 Procurement Ordinance a f cA 8 `rt #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1101 16.A.24.h Procedures in effect at the time such services are authorized. Except in an emergency endangering . life or property, any Additional Services must be approved in writing via an Amendment or Change U Order to the subject Work Order prior to starting such services. OWNER will not be responsible for 2 U the costs of Additional Services commenced without such express prior written approval. Failure to 2 obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by E CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work x is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. To' 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 8 12 L 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 o fts knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written E notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment o to its compensation or time of performance under the subject Work Order. ARTICLE 3 0 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as g OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to E transmit instructions, receive information, interpret and define OWNER'S policies and decisions with T respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not E 9 - `g #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1102 16.A.24.h 713 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: CD (a) The scope of Services to be provided and performed by the CONSULTANT as N set forth in the Work Order; E (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or 6.7 (c) The amount of compensation the OWNER is obligated or committed to pay the cibt CONSULTANT as set forth in the Work Order. N 3.2 The Project Manager shall: I L .1� _ O (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in o accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S E E requirements for the Services specified in the Work Order, including design 2 er objectives and constraints, space, capacity and performance requirements, o N flexibility and expandability, and any budgetary limitations; O 0 (c) Upon request from CONSULTANT, assist CONSULTANT by placing at n CONSULTANT'S disposal all available information in the OWNER'S possession g pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other e E data relative to the subject Work Order; E 0 10 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1103 16.A.24.h (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by L CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the 2 OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 co- TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed ci in accordance with the Work Order and the Schedule. Time is of the essence with respect to the 0 performance of the Services under each Work Order. o w 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the `) Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of o government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, o then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right 6 which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services a from any cause whatsoever, including those for which OWNER may be responsible in whole or in E 11 e Q #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1104 16.A.24.h 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 the Schedule; provided, however, the granting of any such time Q extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. 7 This paragraph shall expressly apply to claims for early completion, as well as claims based on late E completion. c) 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 f the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work 3 L Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S s t.performance is or will shortly be back on schedule. E 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be N deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any p other damages hereunder. L 4.6 The period of service shall be from the date of execution of this Agreement through one (1) L year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of Y the Agreement period have been completed. This Agreement may be renewed for an additional three g CD (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both a parties. 12 4 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1105 16.A.24.h To ARTICLE 5 COMPENSATION ; L LT- 5.1 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project . Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the a) following Price Methodologies: iz Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred 'it, from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project ri manager before payment for the fixed price contract is authorized. Time and Materials: The County agrees to pay the contractor for the amount of labor time E spent by the Consultant 's employees and subcontractors to perform the work (number of hours times o hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to 0 accurately estimate the size of the project, or when it is expected that the project requirements would ti O most likely change. As a general business practice, these contracts include back-up documentation 0 of costs; invoices would include number of hours worked and billing rate by position (and not g company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. co CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as w specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as < herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly w 13 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1106 16.A.24.h statement shall be in such form and supported by such documentation as may be required by a U OWNER. All such statements shall be on CONSULTANT'S letterhead and shalt indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if a 0 any). Cs J E 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply 12 only to projects procured under the Time and Materials pricing methodology specified in paragraph j- 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in CD conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as N directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable 8 reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S 0 performance of the Services, at its direct cost with no markup; to the extent such reimbursement is E permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the o CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each O Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are /Ln V from/to destinations outside of Collier or Lee Counties approved by OWNER. F 5.2.2.2 Expenses for reproducing documents that exceed the number of documents E E described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order E for the OWNER'S review and approval. r 14 CA( 4(t -C' 16-6598"Fixed Term Landscape Architectural Servic Urban Green Studio,PLLC Packet Pg. 1107 16.A.24.h 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work J E Order required under the applicable Work Order. X 5.2.2.6 Other items on request and approved in writing by the OWNER. cs- co 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of Tt the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. c' 0 7_ 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized e5 reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 0 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the o estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services o to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly n supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and a subcontractors. E CA 15 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1108 16.A.24.h 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work G1 Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. Q G7 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and 2 E approval of invoices submitted on the date of services or within six (6) months after completion of 1.2 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. N Y 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 0 ARTICLE 6 OWNERSHIP OF DOCUMENTS c4 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical r data, other than working papers, prepared or developed by or for CONSULTANT under the applicable 0 Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such �n Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible is _ for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own 13 expense, may retain copies of the Project Documents for its files and internal use. a) 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, w 16 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1109 16.A.24.h m L irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to F grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project U Documents to complete the subject project or task following CONSULTANT'S termination for any 2 reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for 3 review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 N MAINTENANCE OF RECORDS L 0 U 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or E reflect the Services hereunder. The records and documentation will be retained by CONSULTANT 0 for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, E or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to ce audit, inspect and copy all such records and documentation as often as they deem necessary during N the period of this Agreement and during the five (5) year period noted above, or such later date as 0 may be required by law; provided, however, such activity shall be conducted only during normal tfi a> business hours. a� L 7.2 The records specified above in paragraph 7.1 include accurate time records, which ' CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the 17 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1110 16.A.24.h request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or g payment of any reimbursable expenses. Q V7 ARTICLE 8 E INDEMNIFICATION -a a 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless co- OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 12 Tt 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 2 0 utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation E shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may 0 be available to an indemnified party or person described in this paragraph. ARTICLE 9 a) INSURANCE r` N 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Cr 18 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1111 16.A.24.h 9.3 All insurance policies required by this Agreement shall include the following provisions and a conditions by endorsement to the policies: L a 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 E 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 ofco- j interests provisions. T Tt 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against 0 OWNER for payment of premiums or assessments for any deductibles which all are at the sole 0 U responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- 0 insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained 1 by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. o 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form N patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this 0 Agreement. cn 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be c construed in accordance with the laws of the State of Florida. 4- 4 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. cit 19 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1112 16.A.24.h 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required , U hereunder must meet the following minimum requirements: a) 9.5.1 The insurance company must be duly licensed and authorized by the Department of N Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. . 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 4 N SERVICES BY CONSULTANT'S OWN STAFF d-+ C 0 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, R unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of I 0 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, .Y 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 o without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel c CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the CD percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All E 20 c ¢ #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1113 16.A.24.h personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or v replaced without OWNER'S prior written consent. c- Q 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. 3 By appropriate written agreement, the CONSULTANT shall require each subconsultant or . L subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to i°J be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work j r• Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the ccit CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the Tt OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the 7y3 E OWNER under this Agreement, and any subsequently issued Work Order, with respect to the 8 L Services to be performed by the subconsultant or subcontractor so that the subconsulting or E subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall o ra require each subconsultant or subcontractor to enter into similar agreements with its sub- E subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each a N contract entered into between CONSULTANT and each subconsultant or subcontractor, however o nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ca L ARTICLE 11 Y WAIVER OF CLAIMS cD L 1211.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it 1 21 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1114 16.A.24.h against OWNER arising out of the Work Order or otherwise related to those Services, and except w U those previously made in writing in accordance with the terms of this Agreement and identified by v CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of U CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of f OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is N w U agreed that either party hereto shall at any and all times have the right and option to terminate this t 0 Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto 0 shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, E shall proceed to completion under the terms of this Agreement. ti 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will N be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) 5 L CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general E assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, a officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other cm 22 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1115 16.A.24.h codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the cd. U CONSULTANT seven (7) calendar days written notice of the material default. CCL 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is CD determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under 8 paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so 0 cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT n that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or g further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent E reasonably possible. E U 23 #16 6598"Fixed Term Landscape Architectural Services Urban Green Studio,PLLC Packet Pg. 1116 16.A.24.h 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or Q. under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so 0,4 suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to f N its schedule in accordance with the procedures set forth in Article Four herein. O 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- 12 five (45) days after such payment is due as set forth in the Work Order or such other time as required o by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work E Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject a N Work Order until such default is cured, after giving OWNER a second fourteen (14) days written o notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the n Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of g CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within C) E fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon ti 24 C`1< #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1117 16.A.24.h fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event v „L{ shall CONSULTANT be entitled to payment for Services not performed or any other damages from a U N Owner. E ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or r 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, 0 individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, -a commission, percentage, gift or any other consideration contingent upon or resulting from the award o or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT E agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated w herein as Schedule D, certifying that wage rates and other factual unit costs supporting the O compensation for CONSULTANT'S services to be provided under this Agreement and each g subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set c L forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit . 4- costs. All such adjustments shall be made within one (1) year following the end of the subject Work 25 c ' #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1118 16.A.24.h Order. ARTICLE 14 v CONFLICT OF INTEREST CtSU N 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 r 06. employed to perform those Services. ARTICLE 15 MODIFICATION 0 U L 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless O in writing and executed by the party or parties intended to be bound by it. o w ARTICLE 16 E NOTICES AND ADDRESS OF RECORD CL •16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to 0 the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Si Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S tLn address of record: L Board of County Commissioners Collier County Florida E Procurement Services Division 3327 Tamiami Trail East a Naples, FL 34112 Attention: Allison Kearns, Interim Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 26 `� #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1119 16.A.24.h 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the p CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the 4' U following CONSULTANT'S address of record: Urban Green Studio, PLLC P.O. Box 111841 CD Naples, Florida 34108 ii Telephone: (239) 263-4029 Attn: Dayna L. Fendrick, Managing Member davna@urbangreenstudio.com 4 16.3 Either party may change its address of record by written notice to the other party given in N r U t4 accordance with requirements of this Article. o L ARTICLE 17 MISCELLANEOUS 0 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. tx 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof N 0 shall impair the rights or liabilities of either party. I in 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CD 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. 27 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1120 16.A.24.h 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 F change the provisions in such Articles, Schedules, Parts and Attachments. a 0 N 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the E entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior F 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 --a- 4,C0) survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any 0 Work Order that extends beyond the expiration date of this Agreement will survive and remain subject 12 c5 to the terms and conditions of this Agreement until the completion or termination of the Work Order. o 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall 2 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: 0 Schedule A WORK ORDER FORMcD v, Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE L Schedule D TRUTH IN NEGOTIATION CERTIFICATE E' RFP # 16-6598 Including Scope of Services, Terms and Conditions 0 Consultant's Proposal .a: 28 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1121 16.A.24.h To ARTICLE 18 APPLICABLE LAW a, Q 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, N -0 and by such laws, rules and regulations of the United States as made applicable to Services funded 3 E by the United States government. Any suit or action brought by either party to this Agreement against A the other party relating to or arising out of this Agreement must be brought in the appropriate federal j- or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. U ARTICLE 19 e. 0 SECURING AGREEMENT/PUBLIC ENTITY CRIMES -a 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or 0 person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this E Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, E U N individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, rt commission, percentage, gift or any other consideration contingent upon or resulting from the award ,, 0 or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and g deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each c subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. C a, E (", 29 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1122 16.A.24.h 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 L read as follows: Q m 0 0 "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a 0 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 (13 vendor list." 0 U ARTICLE 20 DISPUTE RESOLUTION 0 c 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 U by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full ce r` decision-making authority and by OWNER'S staff person who would make the presentation of any 0 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 g L parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court c 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 4-. U) E 30 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLLC Packet Pg. 1123 16.A.24.h 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. L a, ARTICLE 21 IMMIGRATION LAW COMPLIANCE E 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 j immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations g 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 7(4 to unilaterally terminate this agreement immediately. 0 0 ****************** 0 C C) E E 0 0 Ma, 1.6. F.- Q 0 V rn C d 0 L C Ca L C C, C C) m L ca, C 0 rC 31 � et #16-6598"Fixed Term Landscape Architectural Service " Urban Green Studio,PLLC Packet Pg. 1124 16.A.24.h IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Fixed Term Landscape Architectural Services the day and year first written above. C, 0_ ATTEST: BOARD OF COUNTY COMMISSIONERS FOR N COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk E By: Date: By: iz Donna Fiala, Chairman cci •proved as to Form and Legality 1 N U ssistant County Attorney 4 0 Urban Green Studio, PLLC L d-+ By: Witness cc Typed Name and Title Typed Name and Title Witness Typed Name and Title 0 rLn .Q L () () 32 c.;1. #16-6598"Fixed Term Landscape Architectural Services Urban Green Studio,PLLC Packet Pg. 1125 16.A.24.h SCHEDULE A z o 0 WORK ORDER :E Contract 16-6598"Fixed Term Landscape Architectural Services" Contract Expiration Date: , 201 0 co This Work Order is for professional (describe)services for work known as: 0 c Project Name: `-I Project No: E 0 The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. 1- In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm iZ r. Scope of Work: As detailed in the attached proposal and the following: a * Task I - c? * Task II to * Task Ill Tt n Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this m Work Order.The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement# 00-0000 c will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this o o Work Order. 7 Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance m with following method(s): ONegotiated Lump Sum (NLS) OLump Sum Plus Reimbursable Costs (LS+RC) Time & o Material (T&M) (established hourly rate— Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used c for which tasks)as provided in the attached proposal. o C0 -a Task I $ aa, Task II $ E Task III $ o 0 N TOTAL FEE $ ix )-- PREPARED `PREPARED BY: o Name and Title Date CN 0 APPROVED BY: -� (Dept Name) , Division Director Date <n c APPROVED BY: a) type name, Department Administrator Date 0 c ca By the signature below, the Firm(including employees, officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and s belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which 5 relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. c Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that E arises during the Work Order and/or project duration. 0 0 ACCEPTED BY: (Company Name) w e 0 Name&Title of Authorized Company Officer Date E e A-1 #16-6598"Fixed Term Landscape Architectural Services" ;-:4 Urban Green Studio,Pr ` Packet Pg. 1126 1 6.A.24.h SCHEDULE B RATE SCHEDULE a) c. C) in Title Rates J E Principal/Sr Landscape Architect $ 150.00 Landscape Architect $ 125.00 0 Design Associate $ 90.00 j Auto cad Technician $ 70.00 co- Administrative $ 60.00 n U) w U Cts L i.+ 0 U L Cc CC 0 Cc The above hourly rates are applicable to Time and Materials projects only and may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual o agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. ti N ,fl V 4 () .W F B-1 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Studio,PLIC FA()) CS Packet Pg. 1127 16.A.24.h SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the 0 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 0 responsibility for such obligations. All self-insured retentions or deductibles will be n CONSULTANT'S sole responsibility. dE" 0 (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. 0 (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. r` 0 (4) Simultaneously with the execution and delivery of this Agreement by `V 0 *75 CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall L contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the C-1 C.4®) #16-6598"Fixed Term Landscape Architectural Services" Urban Green Sti Packet Pg. 1128 16.A.24.h OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and a a. 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 E CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the C3 aggregate limit reinstated to the full extent permitted under such policy. ;X (5) All insurance coverages of the CONSULTANT shall be primary to any CD insurance or self insurance program carried by the OWNER applicable to this U t0 Agreement. 0 (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER 0 that the insurance requirements have been satisfied or that the insurance policy shown 0 on the Certificate of Insurance is in compliance with the requirements of this Agreement. o (7) CONSULTANT shall require each of its subconsultants to procure and T maintain, until the completion of the subconsultant's services, insurance of the types 0 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. 4,0 (8) Should at any time the CONSULTANT not maintain the insurance 4 coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) C-2 #16-6598"Fixed Term Landscape Architectural Services" CD, Urban Green Sti Packet Pg. 1129 16.A.24.h days after demand, OWNER has the right to offset these costs from any amount due L CONSULTANT under this Agreement or any other agreement between OWNER and 0 CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, Q nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires uzi prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in f6 triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) E' 0 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 or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No 0 (1) Workers' Compensation and Employers' Liability Insurance shall be CD maintained by the CONSULTANT during the term of this Agreement for all employees 0 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, if applicable) C-3 #16-6598"Fixed Term Landscape Architectural Services" Urban Green Sty. " Packet Pg. 1130 16.A.24.h X $100,000 Each Accident a $500,000 Disease Aggregate $100,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. Q ct COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, 0 shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Tt Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including o Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than 0 0 five (5) years following the completion and acceptance by the OWNER of the work CCI under this Agreement. Limits of Liability shall not be less than the following: LY X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 0 (2) The General Aggregate Limit shall apply separately to this Project and the a policy shall be endorsed using the following endorsement wording. "This endorsement 0 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 E C-4 #16-6598"Fixed Term Landscape Architectural Services" 64 Urban Green StL " "' Packet Pg. 1131 16.A.24.h CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. U L (3) The OWNER, Collier County Government, shall be named as an Q Additional Insured and the policy shall be endorsed that such coverage shall be primary ctlto any similar coverage carried by the OWNER. E as X Applicable Not Applicable u. co- 0-3 AUTOMOBILE LIABILITY INSURANCE r (-7-) Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage- $ 500,000 UMBRELLA LIABILITY 4 N (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, CO Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. 4 E (2) The policy shall contain wording to the effect that, in the event of the a) exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. C5 #16-6598"Fixed Term Landscape Architectural Services" CAn Urban Green Sh. " ""' " Packet Pg. 1132 , 16.A.24.h PROFESSIONAL LIABILITY INSURANCE I- L 0 a) Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not 0 less than: �• u U) X $1,000,000 each claim and in the aggregate Tt Any deductible applicable to any claim shall be the sole responsibility of .F. the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0 (2) The CONSULTANT shall continue this coverage for a period of not less 0 than five (5) years following completion of all Services authorized under this Agreement. w (3) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will cc not be moved forward during the term of this Agreement and for five years thereafter. N 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 C-6 #16-6598"Fixed Term Landscape Architectural Services" Q Urban Green St.. " "''" Packet Pg. 1133 16.A.24.h 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 0 (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for r• 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. 0 PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability 0 policy will be purchased, then CONSULTANT agrees to use its best efforts in -0 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 T. during the term of the project policy (and on any subsequent professional liability •L 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, c) L OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of 0 OWNER for the provision of project-specific professional liability insurance policy in a-. C-7 #16-6598"Fixed Term Landscape Architectural Services" C Urban Green St!. Packet Pg. 1134 16.A.24.h consideration for a reduction in CONSULTANT'S self-insured retention and the risk of L uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when Q CZ requested by OWNER or OWNER'S Project Manager: is a. The date the professional liability insurance renews. b. Current policy limits. o 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 N omissions application. (3) If OWNER elects to purchase a project professional liability policy, 0 17.3 CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as 0 named insureds. - a, E E 0 U d ti N 0 U) d1 a) ry V Q) S a) a) C) d.+ a, C-8 Fo) #16-6598"Fixed Term Landscape Architectural Services" Urban Green Stt Packet Pg. 1135 16.A.24.h SCHEDULED TRUTH IN NEGOTIATION CERTIFICATE :.E u Q In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Urban Green Studio, PLLC, hereby certifies that wages, rates and E other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning06 16-6598 Fixed Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. N U L Urban Green Studio, PLLC t Q i BY: a .1 c4 0 TITLE: E E O DATE: T N 0 V) a) a) ,Ln V C r C a) E a) a) C a) E U D-1 416-6598"Fixed Term Landscape Architectural Services" Q Urban Green Studio,PLLC t,it Packet Pg. 1136