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Agenda 10/25/2016 Item #16E 3 16.E.3 10/25/2016 EXECUTIVE SUMMARY Recommendation to approve and authorize the Chairman to sign the Assumption Agreement from Schlumberger Water Services USA, Inc. to PB Water Services USA, Inc. as it relates to Contract #13-6164 "Professional Services Architect and Engineering" for the following discipline: Wellfield Study,Planning and/or Design(WEL). OBJECTIVE: To assign the agreement from the original party, Schlumberger Water Services USA, Inc. to PB Water Services USA,Inc. CONSIDERATIONS: The proposed Assumption Agreement assigns all rights, duties, benefits, and obligations of the Vendor under Contract #13-6164 "Professional Services Architect and Design" dated and approved by the Board of County Commissioners on February 25,2014(Agenda Item 16.E.5). The acquisition of Schlumberger took place on August 1, 2016 and County staff was notified on August 19, 2016. Staff has acquired the necessary documents from PB Water Services USA, Inc. which have been reviewed and approved by the County Attorney's Office. The Procurement Services Division is recommending approval of the assumption of this agreement by the new firm. FISCAL IMPACT: There is no fiscal impact associated with this action. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: The County Attorney's Office has reviewed this item and approved it as to form and legality. Majority support is required for approval. -JAK RECOMMENDATION: That the Board of County Commissioners approves and authorizes its Chairman to sign the proposed Assumption Agreement with PB Water Services USA, Inc. as it relates to Contract #13-6164 "Professional Services Architect and Design" for the following discipline: Wellfield Study,Planning and/or Design(WEL). Prepared By: Viviana Giarimoustas,Procurement Technician,Procurement Services Division ATTACHMENT(S) 1. 13-6164 PBWaterServicesUSA_AssumptionAgreement (PDF) Packet Pg. 1683 16.E.3 10/25/2016 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.3 Item Summary: Recommendation to approve and authorize the Chairman to sign the Assumption Agreement from Schlumberger Water Services USA, Inc. to PB Water Services USA, Inc. as it relates to Contract #13-6164 "Professional Services Architect and Engineering" for the following discipline: Wellfield Study,Planning and/or Design(WEL). Meeting Date: 10/25/2016 Prepared by: Title: Purchasing Technician—Procurement Services Name: Viviana Giarimoustas 09/23/2016 11:03 AM Submitted by: Title: Interim Procurement Director—Procurement Services Name: Allison Kearns 09/23/2016 11:03 AM Approved By: Review: Procurement Services Lissett DeLaRosa Level 1 Purchasing Gatekeeper Completed 09/23/2016 11:09 AM Administrative Services Department Pat Pochopin Level 1 Division Reviewer Completed 09/27/2016 3:24 PM Procurement Services Sandra Herrera Level 1 Purchasing Reviewer 1-4 Completed 09/27/2016 3:30 PM Procurement Services Allison Kearns Level 1 Purchasing Reviewer 1-4 Completed 10/03/2016 5:02 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 10/10/2016 4:33 PM County Attorney's Office Jeffrey A.Klatzkow Level 2 Attorney Review Completed 10/12/2016 10:11 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/11/2016 8:46 AM Office of Management and Budget Laura Wells Additional Reviewer Completed 10/11/2016 1:06 PM County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 10/12/2016 10:12 AM County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 10/14/2016 1:08 PM Board of County Commissioners MaryJo Brock Meeting Pending 10/25/2016 9:00 AM Packet Pg. 1684 16.E.3.a ASSUMPTION AGREEMENT 0 This Assumption Agreement is made and entered into as of , 2016, by and between PB Water Services USA Inc. ("PB Water") and Collier County, a political subdivision of the State of Florida("County"). . 0 WHEREAS, on February 25, 2014 (Agenda Item 16E5) the County awarded Contract #13-6164 "Professional Services Architect and Engineering" for the following discipline: N Wellfield Study, Planning and/or Design (WEL) to Schlumberger Water Services USA Inc. ("Schlumberger"). Contract #13-6164 between the County and Schlumberger was executed on March 9, 2014, and is attached hereto as Exhibit A(hereinafter referred to as "Agreement"); and -� WHEREAS, PB Water, hereby represents to Collier County that by virtue of an o acquisition PB Water is the successor in interest to in relation to the Agreement; and a eg WHEREAS, the parties wish to formalize PB Water's assumption of rights and obligations under the Agreement effective as of the date first above written. 0 NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which E are acknowledged by the parties, it is agreed as follows: 0 or 1. PB Water accepts and assumes all rights, duties, benefits, and obligations of the Consultant under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. PB Water will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. E U) 4. Notice required under the Agreement to be sent to Consultant shall be directed to: <i cn CONSULTANT: PB Water Services USA Inc. One Penn Plaza, 2nd Floor New York,NY 10119 Phone: 239-481-6494 Fax: 239-481-6393 Attention: Lisa Latkowski ea 5. The County hereby consents to PB Water's assumption of the Agreement in order to continue the services provided under Contract #13-6164. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat PB Water as the r Consultant for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. [16-PRC-03170/1286405/1] 1 /e'1 Packet Pg. 1685 16.E.3.a IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption a, Agreement effective as of the date first above written. o c COLLIER COUNTY: g L •to ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA 0 N N O By: By: w , Deputy Clerk Donna Fiala, Chair RI Date: c 4) O L 0. Q AQ PB Water Services USA Inc. a c O By: Attest: Y -o -0 c c Type/print name Type/print name o U 0 et O h. Approve a. is 1,',. .- legality: N aii By: tu, rEL,. w Jeffre 1 • . atzkow Q Count .:A \meY o Q 0 N Q i Q to N O U L U) 1C1 M� hW to Zi a) E cz [16-PRC-03170/1286405/1] 2 cii\ Packet Pg. 1686 16.E.3.a a) EXHIBIT A a_ N Contract#13-6164 a E "Professional Services: Architect and Engineering"-for the following disciplines: Wellfield Study, Planning and/or Design (WEL) 0 FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES a THIS AGREEMENT is made and entered into this C't ' day of fV tr-r_k t 2014 by and C6 between the Board of County Commissioners for Collier County, Florida, a political subdivision of the 0 L 0. State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Schlumberger Water Services USA Inc., authorized to do business in the State of Florida, whose business address is o 1567 Hayley Lane, Suite 202, Fort Myers, FL 33907 (hereinafter referred to as the "CONSULTANT'). WITNESSETH: 0 CD WHEREAS, it is in the best interests of OWNER to be able to obtain professional consulting o N services expeditiously when a need arises in connection with a Collier County project; and U) E WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), a makes provisions for a fixed term contract with a firm to provide professional services to a political 0 0.. subdivision, such as the County; and y U <I WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional consulting services on a fixed term basis as U directed by OWNER for such projects and tasks as may be required from time to time by OWNER; and m r CO M T _ Q 1 Cti Packet Pg. 1687 I_ 16.E.3.a cts afl U) NOW, THEREFORE, in consideration of the mutual covenants and provisions contained .2 herein, the parties hereto agree as follows: ARTICLE 1 CD CONSULTANT'S RESPONSIBILITY i 0 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional consulting services (hereinafter the "Services") o L as herein set forth. The term "Services" includes all Additional Services authorized by written 0 Amendment or Change Order as hereafter provided. o 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. ti Reference to the term "Work Order" herein, with respect to authorization of Services, includes all `= c 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. Work order assignments for CCNA contracts shall be E made in accordance with the current Purchasing Procedures, or as amended by OWNER. N 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. m CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. a 2 Packet Pg. 1688 16.E.3.a w c .7) 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to 0 the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for N •L 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 c 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 0 0 provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. E 0 U 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the 04 Services shall be determined solely by OWNER and that OWNER does not represent or guarantee N unto CONSULTANT that any specific amount of Services will be requested or required of E. E CONSULTANT pursuant to this Agreement. a) 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. Q i cn 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. L 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, n. including, but not limited to, all licenses required by the respective state boards and other M a) 3 cts Packet Pg. 1689 _ 16.E.3.a as Ci) governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a CD professional service which, under Florida Statutes, requires a license, certificate of authorization or T.+ other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 0 1.5 CONSULTANT hereby designates William Scott Manahan, PE, Florida Operations Manager as 0 its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind o and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work iv 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 0 the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of N the CONSULTANT with respect to directing, coordinating and administering all aspects of the E 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 o 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 i c< performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the N Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without C) OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. an C) 4 r U cC Packet Pg. 1690 16.E.3.a 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from o 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 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. 'o 0. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type 2 0 of professional consulting services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted cc standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, E which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the ai OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful c_ completion of the Services required under the subject Work Order. T _ 5 b-+ Packet Pg. 1691 16.E.3.a N 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 3 deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal v requirements and/or codes and ordinances applicable to Consultant's performance of the work as L 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 o L o. Consultant. The County may also deduct or charge the Consultant for services and/or items O necessary to correct the deficiencies directly related to the Consultant's non-performance whether or o not the County obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or O organization, without OWNER'S prior written consent, or unless incident to the proper performance of N the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings E where such information has been properly subpoenaed, any non-public information concerning the a) Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its o , employees, agents, subconsultants and subcontractors to comply with the provisions of this E paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. ai a c 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83190). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter LL Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) M 6 U Packet Pg. 1692 16.E.3.a a) _ GPS Network as provided by OWNER. Information layers shall have common naming conventions o (i.e. right-of-way- ROW, centerlines-CL, edge-of-pavement- EOP, etc), and adhere to industry standard CAD specifications. a, a) ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CCf CDCONSULTANT 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 0 Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional 73 Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative cc Procedures in effect at the time such services are authorized. Except in an emergency endangering G 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 w the costs of Additional Services commenced without such express prior written approval. Failure to 0 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 is not additional but rather a part of the Services originally required of CONSULTANT under the can 0 subject Work Order. v 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 co 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 { Packet Pg. 1693 16.E.3.a a) U) 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 OWNER'S RESPONSIBILITIES (13 75 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 Q. ro (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to 0 0 transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANTS Services under the Work Order. However, the Project Manager is not E E authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a (a) The scope of Services to be provided and performed by the CONSULTANT as E set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such o Services as set forth in the Work Order; or U1 (c) The amount of compensation the OWNER is obligated or committed to pay the a cn CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: ' (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; , 8 cs Packet Pg. 1694 16.E.3.a a� (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S 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; N (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, o Q. specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order, o (d) Arrange for access to and make all provisions for CONSULTANT to enter the site E (if any) set forth in the Work Order to perform the Services to be provided by U d CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 0 TIME o. 4.1 Each Work Order will have a time schedule (°Schedule") for the performance of the Services a required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to al i 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 cL performance of the Services under each Work Order. co Q 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the toServices as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 9 ro Packet Pg. 1695 16.E.3.a 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, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement U as of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right 0 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, CD inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services nz from any cause whatsoever, including those for which OWNER may be responsible in whole or in .2 a 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 E 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. N This paragraph shall expressly apply to claims for early completion, as well as claims based on late 4 completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services o to be provided hereunder in a timely manner, in addition to any other rights or remedies available to E N the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all i 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 ': U) 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. . r M io C6 w-+ Packet Pg. 1696 16.E.3.a w 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 m deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any 5 other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through five (5) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of 0 the Agreement period have been completed. 0. Oo 0 4.7 The County Manager or designee may, at his discretion, extend the Agreement under all of the o terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager or designee shall give the CONSULTANT written notice of the OWNER's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term. CV ARTICLE 5 COMPENSATION 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. CONSULTANT 0 agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work <Icn a Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly`, statement shall be in such form and supported by such documentation as may be required by m a OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order/Purchase Order Number and Project Site description (if any). Packet Pg. 1697 16.E.3.a C- a) 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time 0 a) reasonably expended by CONSULTANT'S personnel in performing the Services. Requests for consideration of a price adjustment must be made on the contract anniversary date, in writing, to the Purchasing Director. Price adjustments are dependent upon the lesser of the All Urban consumer price index (CPI) and the All Urban South consumer price index (CPI) for the immediate twelve (12) o a 0. month period preceding the anniversary date of the Agreement, budget availability, and Purchasing 0 approval. 0 CD 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S C4 performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expendituresincurred by the CONSULTANT as follows: 0 5.2.2.1. Expenses of transportation and living when traveling in connection with eachn. Work Order, except for local travel within Collier or Lee Counties, as provided Q i in Section 112.061, F.S., and all Contract-related mileage for trips that are cn from/to destinations outside of Collier or Lee Counties approved by OWNER. U 0 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 cb Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 12 ca Packet Pg. 1698 16.E.3.a 4- a 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in 0 c advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. CD 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6Other items on request and approved in writing by the OWNER. 0 L Q. 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 o .470 CONSULTANT will be deemed to be a reimbursable expense. w E 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized g reimbursable expenses, incurred by CONSULTANT in the performance of the Services. h N 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that E E CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANTS personnel and a) the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the a Qi estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly a� supply such estimate to OWNER based on CONSULTANT'S good faith analysis. . N 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. M 13 a.. Packet Pg. 1699 16.E.3.a w.. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work o Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and .Q 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- 2 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. 2 0 ca 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. E E ARTICLE 6 rr OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, E 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 o 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 ai Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible cn for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to a. pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, M 14 CTS Packet Pg. 1700 16.E.3.a a) 4. 07 y irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable o 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 -L 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. o L Q Q. ARTICLE 7 0 0 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 rz for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the N Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, CDE 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 o 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 a� cn 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 m 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 0 15 C. 4• Packet Pg. 1701 16.E.3.a 4- request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of o the aforesaid time records, as well as invoices or proofs showing CONSULTANTS incurrence and/or payment of any reimbursable expenses. ARTICLE 8 a INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless o OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, ro but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the o negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or c c utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. 4- 0 E 0 w rs, <This space has been intentionally left blank> .71 o Q Q8 M 16 U a.. Packet Pg. 1702 ,� 16.E.3.a a U, ARTICLE 9FG INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract 0 Documents, insurance of the types and in the amounts described herein and further set forth in 0 Schedule C to this Agreement. as 9.2 All insurance shall be from responsible companies duly authorized to do business in the State 0 L of Florida. 0 9.3 All insurance policies required by this Agreement shall include the following provisions and • 1-73 conditions by endorsement to the policies: v 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 0 insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. o 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 al responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 17 r Packet Pg. 1703 _ 16.E.3.a CD a✓ rn 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 m Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be y 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 o 2 damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, 0. except such rights as they may have to the proceeds of such insurance held by any of them. o co 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 0 9.5.1 The insurance company must be duly licensed and authorized by the Department of o N Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. E CD 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 0 E ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF U 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, co 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, n. nr shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, W 18 E a-. Packet Pg. 1704 16.E.3.a as however, be construed as constituting an agreement between the OWNER and any such other o 05 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 U without regard to this Agreement. a 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 20. percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each o 0 subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All 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 a. 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 o Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the E N CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the ¢i 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- 0,5 subconsultants or sub-subcontractors. 19 f s Packet Pg. 1705 16.E.3.a as r 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each a 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 as and any subconsultant or subcontractor. N •L a ARTICLE 11 WAIVER OF CLAIMS 0) 0 L 0_ 11.1 CONSULTANTS 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 o against OWNER arising out of the Work Order or otherwise related to those Services, and except as 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. C) a> ARTICLE 12 TERMINATION OR SUSPENSION N 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is a1 agreed that either party hereto shall at any and all times have the right and option to terminate this j 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 0_ termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 20 E Packet Pg. 1706 16.E.3.a 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o 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) c CONSULTANT'S failure to begin Services under any particular Work Order within the times specified N under that Work Order, or (b) CONSULTANTS failure to properly and timely perform the Services to (75 be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general CSS assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, o 2 officers or directors, or (d) CONSULTANTS failure to obey any'laws, ordinances, regulations or other 0 codes of conduct, or (e) CONSULTANTS failure to perform or abide by the terms and conditions of o 4/73 this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in 0 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 N paragraph 12.4 below. a) 0 (12 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 a.v• whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the T event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be c a� 21 E Packet Pg. 1707 _______ .. _ 16.E.3.a 0 rsI limited to that portion of the fee earned through the date of termination, for any Work Orders so a 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 (s a) 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 c reasonably possible. 0 C) > 0 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 2 0 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 0 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 E suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to ;v 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- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work cf) Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written U 22 E fB a-+ PacketPg. 1708 16.E.3.a a> 77, notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the o 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 i; 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 ofirzs 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 o a.fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and 0 recover from the Owner payment for Services performed through the termination date, but in no event o shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. o j a) ARTICLE 13 o 0 TRUTH IN NEGOTIATION REPRESENTATIONS a) E 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 o 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� a commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. C) U) L 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 23 IPacket Pg. 1709 _ 16.E.3.a compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to 0 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 'o i�. C. Order. w 0 ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either c 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. a ARTICLE 15 MODIFICATION a 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless 91 in writing and executed by the party or parties intended to be bound by it. L a) cn 24 w-+ Packet Pg. 1710 16.E.3.a as .7) ARTICLE 16 a NOTICES AND ADDRESS OF RECORD 7,5 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 o Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: ca a Board of County Commissioners, Collier County Florida o Purchasing Department o 3327 Tamiami Trail East Naples, FL. 34112 Attention: Joanne Markiewicz, Director, Procurement Services Telephone: 239-252-8407 0 Fax: 239-732-0844 8 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the ti 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 CONSULTANTS address of record: a 4 0 Schlumberger Water Services USA Inc. E 1567 Hayley Lane, Suite 202 Fort Myers, FL 33907 1 Attn: William Scott Manahan, PE, Florida Operations Manager Telephone: 239-481-6494 FAX: 239-481-6393 Email: smanahan@slb.com cn 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. n M r 25 Packet Pg. 1711 16.E.3.a a) ARTICLE 17 2 9- MISCELLANEOUS r U 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. .8- 17.2 o17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. c. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by 2 a 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. CD 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 O change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior U) agreements or understandings, written or oral, relating to the matter set forth herein, and any such cn prior agreements or understanding shall have no force or effect whatever on this Agreement. y 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall 0_ survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any N3 C 4) 26 c Packet Pg. 1712 16.E.3.a a) _ cn Work Order that extends beyond the expiration date of this Agreement will survive and remain subject o _ to the terms and conditions of this Agreement until the completion or termination of the Work Order. E 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall a) be an original and all of which shall constitute but one and the same instrument. 0 17.9 The terms and conditions of the following Schedules attached hereto are by this reference a incorporated herein: ; 0 0. 0 ns Schedule A WORK ORDER FORM 0 Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE E Schedule D TRUTH IN NEGOTIATION CERTIFICATE 0 a) ARTICLE 18 N APPLICABLE LAW a> E 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 <I co or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. u2 n. 27 .x+ Packet Pg. 1713 16.E.3.a a.. 0) ARTICLE 19 0 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award a. or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and 0 deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and 0 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 determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 0 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted , vendor list." 28 Packet Pg. 1714 16.E.3.a a, c ARTICLE 20 Cl) DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve s disputes between the parties, the parties shall make a good faith effort to resolve any such disputes 0 by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full 5 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 a commencement of depositions in any litigation between the parties arising out of this Agreement, the0 o 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 0 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 L Q 20.2 Any suit or action brought by either party to this Agreement against the other party relating to 0 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. Q cn i ARTICLE 21 U IMMIGRATION LAW COMPLIANCE 21 .1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the m. Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations 29 Packet Pg. 1715 1 6.E.3.a N relating thereto, as either may be amended. Failure by the Consultant to comply with the laws o referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. w t.,w£A A**..,*,►,,,,**, N O L fC ti 61 O L O. O O U 6Y O ti N r-' C CD O L 07 O Ua Q a) I^ Vd L ice+ Mi rya da. 30 C6 Packet Pg. 1716 16.E.3.a as N 0 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for"Professional Services:Architect and Engineering" the day and year first written v above. O ATTEST: BOARD OF COUNTY COMMISSIONERS FOR ,�cd.) COLLIER COUNTY, FLORIDA, Dwight-E. frock;•Cleri 0 1 Q By Ii a 'V,4Date: '+_`4y:_ Tom Henning, Chairm o 81 11 (Ofl( _ N Approved as to Form and Legality F4AAA:LOYN-PRI,94;"n Assistant County Attorney Schlumbereer Water Services USA Inc. v By: ca Witness William S. Manahan Robert G. Maliva Typed Name and Title Typed Name and Title PrincipalH eol ist Vice President Florida Operations Manager Witness Walter D. Wells Typed Name and Titlecn Senior Scientist CD a .Id Ca WM� a 7 31 0 ca r.+ Packet Pg. 1717 16.E.3.a w 72. cr) SCHEDULE A ° WORK ORDER/PURCHASE ORDER Contract 13-6164"Professional Services:Architect and Engineering" Contract Expiration Date: , 201 2 This Work Order is for professional(describe)services for work known as: m Project Name: • Project No: o The work is specified in the proposal dated ,201which is attached hereto and made a part of this Work Order. In cv accordance with Terms and Conditions of the Agreement referenced above,this Work Order/Purchase Order is assigned to: Name of Firm n, Scope of Work: As detailed in the attached proposal and the following: o n. a • Task o * Task ll * Task 111 c; Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this c Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement# 13- w 6164 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in ce accordance with following method(s): [(Negotiated Lump Sum (NLS) [(Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material (T&M) (established hourly rate—Schedule B) ❑Cost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. V y I Task I $ , Task II $ • a, Task 1I1 $ . et TOTAL FEE $ . O Q. PREPARED BY: Name and Title Date a APPROVED BY: <I (Dept Name), Department Director Date APPROVED BY: type name,Division Administrator Date ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date co cc? H A-1 E U Packet Pg. 1718 — 16.E.3.a c m U, 0 SCHEDULE B: RATE SCHEDULE c ci E Standard Hourly a) Title Rate _c Principal $ 206.00 a) Senior Project Manager $ 172.00 s Project Manager $ 147.00 " Senior Engineer $ 157.00 -o Engineer $ 123.00 0 Senior Inspector $ 96.00 0 Inspector $ 76.00 Q. Senior Planner $ 139.00 ra Planner $ 110.00 ° r Senior Designer $ 114.00 a Designer $ 94.00 Environmental Specialist $ 109.00 aci Senior Environmental Specialist $ 134.00 E Scientist/Geologist $ 93.00 0 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 0 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 N GIS Specialist $ 102.00 aci Clerical/Administrative $ 62.00 m Senior Technician $ 85.00 °' a) Technician $ 72.00 c Surveyor and Mapper $ 120.000 CADD Technician $ 81.00 5. E Survey Crew-2 man $ 130.00 = cn Survey Crew-3 man $ 161.00 Q Survey Crew-4 man $ 189.00 <I Senior Architect $ 154.00 cn n Architect $ 121.00 .> L a) Cl) L a) W This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County ro- and firm on a project by project basis as needed. c; c 0)) B-1 Packet Pg. 1719 16.E.3.a U, SCHEDULE C INSURANCE COVERAGE co (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of insurance Services Office (ISO) forms L 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 a 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 o CONSULTANTS sole responsibility. E . E ' (2) The insurance required by this Agreement shall be written for not less than ° ce the limits specified herein or required by law, whichever is greater. o CN (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services requiredF. hereunder or as specified in this Agreement, whichever is longer. o (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of Q1 cn insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT U has acquired and put in place the insurance coverages and limits required hereunder. 11) 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 E C-1 4a Packet Pg. 1720 1 6.E.3.a w in allowed to expire until at least thirty (30) days prior written notice has been given to the o 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 c CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the o 2 Q a. aggregate limit reinstated to the full extent permitted under such policy. 0 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. (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 E 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. o (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types cI and to the limits specified in this Section except to the extent such insurance L. requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance co ee coverages required herein, the OWNER may terminate the Agreement and any Work B Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to _ C-2 Packet Pg. 1721 16.E.3.a C a) y purchase such coverages and charge the CONSULTANT for such coverages 0 C purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and L o CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, c nor shall it be responsible for the coverages purchased or the insurance company or C companies used. The decision of the OWNER to purchase such insurance coverages o a ' shall in no way be construed to be a waiver of any of its rights under the Agreement. f 0 0 (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 c triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) N business days after the renewal of the policy(ies). Failure of the Contractor to provide C the OWNER with such renewal certificate(s) shall be deemed a material breach by E.' CONSULTANT and OWNER may terminate the Agreement or any subsequently issued 0 Work Order for cause. Q. E Cl, N WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY a, 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 co engaged in the work under this Agreement in accordance with the laws of the State ofto Florida. The amounts of such insurance shall not be less than: :� C 0-3 o Packet Pg. 1722 16.E.3.a a) s a .y 0 a. Worker's Compensation - Florida Statutory Requirements a) b. Employers' Liability (check one, if applicable) _X_ $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee N 7L b •$1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee 0 L (2) The insurance company shall waive all claims rights against the OWNER 0. 0 and the policy shall be so endorsed. o (3) United States Longshoreman's and Harborworker's Act coverage shall be E maintained where applicable to the completion of Services under a specific Work Order. ce (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of Services under a specific Work Order. E c COMMERCIAL GENERAL LIABILITY a 0 Required by this Agreement? Yes No (5) Commercial General Liability Insurance, written on an "occurrence" basis, Q, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, N Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products am and Completed Operations coverage shall be maintained for a period of not less thanco _ F C-4 C. r-. Packet Pg. 1723 16.E.3.a cu 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: General Aggregate $300,000 Products/Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products/Completed Operations Aggregate $500,000 0 Personal and Advertising Injury $500,000 Q Each Occurrence $500,000 Fire Damage $ 50,000 _XrGeneral Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 a Fire Damage $ 50,000 (6) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." E Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (7) The OWNER, Collier County Government, shall be named as an `o Additional Insured and the policy shall be endorsed that such coverage shall be primary n. •cr to any similar coverage carried by the OWNER. t° C •C) E C-5 C) Packet Pg. 1724 16.E.3.a C) .07 (8) Coverage shall be included for explosion, collapse or underground o property damage claims. c., (9) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit 0 shown in subparagraph (1) above if applicable to the completion of Services under a specific Work Order. >2 CD 0 L CL (10) Aircraft Liability coverage shall be carried by the CONSULTANT or the 0 SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable o to the completion of the Services under a specific Work Order. E E AUTOMOBILE LIABILITY INSURANCE 0 C) 0 Required by this Agreement? _,X__Yes No (11) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: 0 0. E _X_ Bodily Injury&Property Damage-$ 500,000 Bodily Injury & Property Damage - $1,000,000 <1 UMBRELLA LIABILITY (12) Umbrella Liability may be maintained as part of the liability insurance of `n the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, a. Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. C-6 i. Packet Pg. 1725 16.E.3.a 0 (13) The policy shall contain wording to the effect that, in the event of the 0 ti exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down"to apply as primary insurance. C) C) PROFESSIONAL LIABILITY INSURANCE 0 (v Required by this Agreement? _X_Yes No (14) Professional Liability Insurance shall be maintained by the CONSULTANT 2 to insure its legal liability for claims arising out of the performance of professional o services under this Agreement. CONSULTANT waives its right of recovery against 7 OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: ° a) $ 500,000 each claim and in the aggregate _X_$1,000,000 each claim and in the aggregate $2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate 0 (15) Any deductible applicable to any claim shall be the sole responsibility of Q the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (16) The CONSULTANT shall continue this coverage for a period of not less N U than five (5) years following completion of all Services authorized under this Agreement. (17) 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- �r not be moved forward during the term of this Agreement and for five years thereafter. M C-7 C4 a-. Packet Pg. 1726 ------- ----- --- 16.E.3.a a) c 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 N 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 03 than a twenty percent (20%) reduction in the aggregate limit of any policy, o L Q. CONSULTANT shall immediately take steps to have the aggregate limit reinstated to r O the full extent permitted under such policy. CONSULTANT shall promptly submit a o certified, true copy of the policy and any endorsements issued or to be issued on the E policy if requested by OWNER. CD re VALUABLE PAPERS INSURANCE F- O N 4.4 (18) In the sole discretion of the County, on a work order by work order basis, CDE CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed o documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. Q� Q PROJECT PROFESSIONAL LIABILITY (19) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in co c_ cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the 0,3 s C-8 as Packet Pg. 1727 16.E.3.a 46 premium of CONSULTANT'S professional liability policy. If no credit is available from o CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs c) during the term of the project policy (and on any subsequent professional liability N *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, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of 'o 2 OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of o uninsured or underinsured consultants. a E (20) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager. O N • a. The date the professional liability insurance renews. E' b. Current policy limits. E c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount(in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. � a (21) If OWNER elects to purchase a project professional liability policy, y CD CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. co a. 6 N C-9 Packet Pg. 1728 _ 16.E.3.a as a. U) SCHEDULED o TRUTH IN NEGOTIATION CERTIFICATE raIn compliance with the Consultants' Competitive Negotiation Act, Section as U 287.055, Florida Statutes, Schlumberger Water Services USA 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 "Professional Services: Architect and Engineering" are accurate, complete and current as of the time of contracting. Schlumberger Water Services USA Inc. 0 re BY: diA;a- idAYIA~C---, Vice President (NI TITLE: Florida Operations Manager DATE: February 10, 2014 0 m L3.1 a. circ), D-1 c�'n .�r Packet Pg. 1729 _- --- 16.E.3.a ACORD " CERTIFICATE OF LIABILITY INSURANCE °0" ° ""' I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS a1 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES •ui BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED O REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WANED,subject to R the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemengs). Fs PRODUCER CONTACT - Marsh USA Inc. NAMp E: FAX 0 701 Poydras Street,Suite 4125 Milt E4 INC,Not a) newodeans,CartrequestQmarsh.comADORES$: New Orleans,LA 70139 INSURERS)AFFORDING COVERAGE NAIC r N • Schlum-SWS-ALL•13.14 WstREy A:Travelers Property Casualty Co.Of America 25674 •c , INSURED ws1REIL e:ISrais Union Insurance Cc 27960 0 Schlumberger Technology Corporation 300 Schlumberger Drive M D6 INSURER C= m Sugar Land,TX 77478 INSURER D: 0 NCEUTER E: n) INSURER F: d) COVERAGES CERTIFICATE NUMBER: H0U-002289888.01 REVISION NUMBER:8 0 THIS tS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD • INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS Q CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, ca EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 0 • INSR AWL SUER PppbL��Cyy EF�F POLICCY EX U LTR TYPE OF INSURANCE IMM PARD POLICY RUNNER 01/14%1 YYYYI IMMIDDIA A GENERAL LIABILITY TC2JGLSA169X8388-1IL-13 07101/2013 07101/20141,000,000 .2 EACH OCCURRENCE 5 X COMMERCIAL GENERAL LIABILITY PREMSES(AMAGE ERENTED N/A (Ea t I CLAIMS-MADE I X OCCUR MED EXP(Arty one penal) S N/A N PERSONAL&ADVINJURY S 1,1100,030 E X Contractual Liability _J GENERAL AGGREGATE S 1,000,000O GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO S 1,000,030 1 POLICY 71 VT. LOC A AUTOMOBILE LIABILITY TC2JCAP25710343 TIL•13 0I101/1013 0710112014 IE SINGLE LIMIT s 1,000,000 0 X ANY AUTO BODILY INJURY(Per parson),$ N. '-- AAS ED —SCHEDULED BODILY INJURY(Per accident) S C NON-OWNED PROPERTY DAMAGE S ..C.'X_j HIRED AUTOS _ OS X AUTOS (per accident - _ UMBRELLA LIAR OCCUR EACH OCCURRENCE S W EXCESS LIAR ` CLAIMS-MADE AGGREGATE _S a)) CS) DEO RETENTION S S A WORKERS COMPENSATION TC2KUB257T0411-IND-13 07/01/22013 07/0112014 X 1 vvC sTATu- 1OTH. c AND EMPLOYERS'UABIUTY TORY LIMITS ERT 0 ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT S 1000,000 OFFICER/MEMBER EXCLUDED? N N/A1,000,000 t. (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE 5 ryasCRdIPTION ewrtbe uOndF Oer PERATIONS balm DISEASE-POLICY LIMIT S 1'000'000 0 DES N 8 Professional Liability COO 023901237035 07/0112013 07/012014 1,000,000 Q I Q DE$Cresmosi OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional rials lrs Sdtedi$s,N mora apace Is required) n Alloperations of the insured and all automobiles owned or operated by the insured in the United Stales of America,Its territories or possessions or Canada. a) The following voice of cancellation wording overrides all othercancellation word'mgs on this certificate:Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer will endeavor to mall 30 days written notice to the certificate holder but failure to do so shall impose no obligation or liability of any kind upon the insurer,its agents or representatives, > 0 LO C13 To CERTIFICATE HOLDER CANCELLATION CO et Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE up for Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL. BE DELIVERED IN c Attn:Joanne Markiewicz ACCORDANCE WITH THE POLICY PROVISIONS. M Purchasing Department _ 3327 7amlami Trail East AUTHORIZED REPRESENTATIVE Napes,FL 34112of Marsh USA inc. d) Theresa B.Campos -.« r� '. E I 01988-2010 ACORD CORPORATION. Alt rights reserved. rd(-) rd ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD ti Packet Pg. 1730 16.E.3.a AGENCY CUSTOMER ID: Schlum LOC is New Orleans °' ACORl� a: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 N AGENCY NAMED INSURED O Marsh USA Inc. Schlumberger Technology Corporation "+ POLICY NUMBER 300 Schlumberger Drive MDS Sugar Land,TX 77478 E CARRIER NAIL CODE EFFECTIVE DATE: CD ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, to FORM NUMBER: 25 _ FORM T1TLE: Certificate of Liability Insurance cc NAMED INSURED USTI NG: C ra Water Management Consultants,Inc,a Schlumberger Company > no r Schlumberger Water Services USA,Inc.,a subsidiary of Schlumberger Technology Corporation 2 Schlumberger Canada Limited(Water Services DWlsbn) Q. Schlumberger Canada Limited(Wdarloo Hydrogeobglc Wean) N O Certificate Holder end others as required under the contract ere iRiuded as Additional Insureds,but only if required by the contract and cry to the extent of RabMltlee expressly accepted or assumed by the Insured under 0 tis contract with Certificate Holder. Underwriters'rights of subrogation are Melded against Cei*ate Holder,but only it required by the contract and only to due extent of liabilities expressly accepted Q assured by the 'O Insured under its contract with Certificate Holder, C) E E O U C) 0 I.- 0 N C) E C) O 0 tie • 0. E N (r) Q I rn U) C) U a) U) C) • cc to r0 M C) E ACORD 101(2008101) ®2008 ACORD CORPORATION. All rights reserved. 0 The ACORD name and logo are registered marks of ACORD Q Packet Pg. 1731