Agenda 06/23/2015 Item #16F 46/23/2015 16.F.4.
EXECUTIVE SUMMARY
Recommendation to award REP 415 -6397 for Environmental & Biological Studies to
Turrell, Hall & Associates, Inc., Earth Tech Environmental, LLC, Kevin Erwin Consulting
Ecologist, Inc., Passarella & Associates, Inc., and CB &I Environmental & Infrastructure,
and authorize the Chairman to execute the County Attorney approved contracts.
OBJECTIVE: To facilitate the environmental and biological studies on an as- needed basis for
Collier County departments.
CONSIDERATIONS: In January of 2015, the Board of County Commissioners approved the
Clam Bay Natural Resource Protection area Management Plan (item I IA, 1/13/2015), which
provides guidance for future management activities within the Clam Bay Natural Resource
Protection Area. The objectives of this plan are to:
1. Maintain and protect the native floral and faunal communites in Clam Bay NRPA.
2. Ensure tidal and freshwater flows within Clam Bay NRPA.
3. Monitor and maintain water quality within Clam Bay NRPA.
4. Monitor archaeological sites within Clam Bay NRPA.
5. Ensure recreational activities are environmentally compatable with the Clam Bay NRPA.
In order to accomplish these objectives, it is necessary to solicit services from experts in
biological and environmental studies /monitoring. The scope of work and related services
resulting from this contract are not considered architectural, engineering, landscape
architectureal or surveying and mapping, and therefore, the solicitation process does not fall
under the Competitive Consultant Negotiation Act (CCNA) requirements.
The RFP was developed and designed to meet the needs of both PBSD and various County
Departments:
Pelican Bav Services Division: Activities may include, but are not limited to monitoring of
the efforts of prior restoration activities, preparation for dredging activities, water quality
analysis, monitor seagrass, analize and report tidal data, etc.
Other County Departments: Activities may include, but are not limited to wetland
delineation, wetland quality, mitigation, endangered species surveys, etc.
RFP #15 -6397 for Environmental & Biological Studies was publicly advertised on 2/24/2015.
Email notices were sent to 851 firms with 70 firms requesting full solicitation packages.
Eight (8) responses were received by the due date of 2/27/2015. A selection committee met
on 3/25/2015 to review the proposals. By consensus of the members, the following firms are
recormnended to the Board along with the attached contract:
1. Turrell, Hall & Associates, Inc.
2. Earth Tech Environmental, LLC
3. Kevin Erwin Consulting Ecologist, Inc.
4. Passarella & Associates, Inc.
5. CB &I Environmental & Infrastructure
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6/23/2015 16TH
In an effort to efficiently and effectively manage work, staff recommends the following.
• Process of requesting work: Work be awarded under this contract via the County's work
order process, as opposed to issuing purchase orders as described in the RFP.
• Distribution of work:
o Projects less than $50.000: Project managers will endeavor to notify all
contractors under this contract to obtain a quote; and staff will estimate the
project, compare prices and terms, and negotiate the overall best value to the
County.
o Projects between $50.000 - $100.000: Project managers shall seek proposals from
all of the awarded firms [once the project manager reviews the scope of work,
validates the hourly rate, number of hours, markup, use of subcontractors and
equipment etc.; the lowest responsive quote will be awarded the work order].
o Proiects greater than $100.000: Project managers shall seek proposals from all of
the awarded firms, and the lowest responsive firm shall be recommended to the
Board of Conuty Commissioners for award or project managers may conduct a
separate new solicitation.
FISCAL IMPACT: Funds for these services are budgeted in the individual departments' cost
centers.
GROWTH MANAGEMENT IMPACT: None.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is
approved as to form and legality, and requires majority vote for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners awards RPF #15 -6397 for
Environmental & Biological Studies to Turrell, Hall & Associates, Inc., Earth Tech
Environmental, LLC, Kevin Erwin Consulting Ecologist, Inc., Passarella & Associates, Inc., and
CB &I Environmental & Infrastructure and authorizes the chair to sign the County Attorney
approved contract and all necessary documents
PREPARED BY: Mary McCaughtry, Operations Analyst
ATTACHMENTS: NRPA Executive Summary
RFP 15 -6397 Environmental & Biological Studies
15 -6397 Committee Ranking
Turrell, Hall & Associates, Inc. Contract
Earth Tech Environmental, LLC Contract
Kevin Erwin Consulting Ecologist, Inc. Contract
Passarella & Associates, Inc. Contract
CB &I Environmental & Infrastructure Contract
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6/23/2015 16.F.4.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16. F. 16. F. 4.
Item Summary: Recommendation to award RFP #15 -6397 for Environmental & Biological
Studies to Turrell, Hall & Associates, Inc., Earth Tech Environmental, LLC, Kevin Erwin Consulting
Ecologist, Inc., Passarella & Associates, Inc., and CB &I Environmental & Infrastructure, and
authorize the Chairman to execute the County Attorney approved contracts.
Meeting Date: 6/23/2015
Prepared By
Name: McCaughtryMary
Title: Operations Analyst, Pelican Bay Services
5/29/2015 9:24:40 AM
Submitted by
Title: Operations Analyst, Pelican Bay Services
Name: McCaughtryMary
5/29/2015 9:24:41 AM
Approved By
Name: NorthrupAdam
Title: Procurement Specialist, Administrative Services Department
Date: 5/29/2015 4:06:35 PM
Name: JohnsonScott
Title: Manager - Procurement, Administrative Services Department
Date: 5/31/2015 9:55:55 PM
Name: HerreraSandra
Title: Manager - Procurement, Administrative Services Department
Date: 6/1/2015 7:48:23 AM
Name: MarkiewiczJoanne
Title: Division Director - Purchasing & Gen Svc, Administrative Services Department
Date: 6/1/2015 7:46:28 PM
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Name: KlatzkowJeff
Title: County Attorney,
Date: 6/15/2015 3:18:21 PM
Name: IsacksonMark
6/23/2015 16.F.4.
Title: Division Director - Corp Fin & Mgmt Svc, Office of Management & Budget
Date: 6/15/2015 3:42:40 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/15/2015 4:07:24 PM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 6/16/2015 1:46:01 PM
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1/ I ) /LU I Z 1,11A.
EXECUTIVE SUMMARY
Recommendation that the Board of County Commissioners approve the Clam Bay
Natural Resource Protection Area (NRPA) Management Plan (Plan) and authorize
Pelican Bay Services Division to administer the Plan.
OBJECTIVE: For the Board of County Commissioners to approve the Clam Bay
NRPA Management Plan.
CONSIDERATIONS:
1. On December 1], 2012, the Board of County Commissioners clarified and reaffirmed
that the Pelican Bay Services Division has the responsibility for advising the County
on dredging and maintaining Clam Pass and will manage such activities for the
County. The Board also directed Turrell, Hall & Associates to prepare a work order
under Contract 10 -5571 to update the existing Clam Bay Management Plan. Since
that time, the Clam Bay Committee of the Pelican Bay Services Advisory Board
developed a comprehensive list of all community members and stakeholders and
invited same to 25 public meetings and workshops from March 2013 through
September 2014.
2. The Board of County Commissioners reviewed the Plan on October 14, 2014 and sent
it back to Pelican Bay Services Division with the direction to address The
Conservancy recommendations. The Conservancy (Kathy Worley), Turrell, Hall &
Associates (Tim Hall) and Humiston and Moore (Mohamed Dabees) worked many
hours together to present this final Plan to the Pelican Bay Services Division.
Changes were made to the Plan to address matters of adjoining communities'
recreational concerns; tie the Plan to future dredging permits; include ecological
considerations as part of the criteria; and amplify the section dealing with freshwater
discharges.
3. On November 14, 2014, the Pelican Bay Services Division called a Special Meeting
to review the final Clam Bay NRPA Management Plan as revised. All stakeholders
were invited to or notified of the meeting. The Board voted unanimously to approve
the Clam Bay NRPA Management Plan and re- submit it to the BCC for review and
approval.
4. The Plan will also be used to .support permit applications that may be required for
management activities. It also includes typical dredging templates for the three
sections of Clam Pass and flood shoal that show the cross sectional areas that could
be dredged if the Pass closes or is in danger of closing following a weather driven
event or loss of hydraulic efficiency jeopardizing the health of the Clam Bay NRPA.
5. The document also allows for changes to the Plan, subject to the approval of the
BCC, should new information or management techniques come to light that would be
of benefit to the Clam Bay NRPA.
6. At the December 9, 2014 BCC meeting this item was continued until the January 13,
2015 meeting. In addition, at the December 9, 2014 meeting the BCC unanimously
approved a motion to allow the Pelican Bay Services Division to move ahead with
applying for the permit. The permit application as approved was submitted to ACOE
by Tim Hall of Turrell, Hall and Associates, Inc.
FISCAL IMPACT: The fiscal impact for application and processing of the Clam Bay
NRPA Management Plan until issuance of the new 10 year permit is $82,160. Additional
expenses to carry out activities required by the 10 year plan for annual hydrographic
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- I vI L I J I [./-%.
($28,800) and biological ($22,300) monitoring, and water- quality work ($5.500) is
$56,600. Not all Clam Bay /Clam Pass related expenditures may be eligible for TDC
funding and those that may be eligible will be reviewed by the TDC and the BCC to
make a finding as to whether the expenditures promote tourism. The FY 2015 TDC Fund
(195) project 88032 budget includes funding of $71,500 for the I 0 -year dredging permit.
LEGAL CONSIDERATIONS: Pursuant to Section 125.0104, Fla. Stat., the Tourist
Development Council ( "TDC') is required to make a recommendation to the Board of
County Commissioners ( "BCC ") prior to the expenditure of tourist development tax. Not
all of the Clam Bay /Clam Pass related expenditures may be eligible for TDC funding. For
those expenditures that may be eligible the Pelican Bay Services Division is required to
ask the TDC to make a recommendation on the expenditures and to make a
recommendation and finding as to whether the eligible expenditures promotes tourism.
Following a TDC recommendation, this item will then be taken to the BCC for approval.
This item has been approved as to form and legality and requires majority vote for
approval. — CMG
GROWTH MANAGEMENT IMPACT: None
RECOMMENDATION: That the Board of County Commissioners approve the Clam
Bay NRPA Management Plan and authorize Pelican Bay Services Division to administer
the Plan.
Prepared by: Mary McCaughtry, Operations Analyst
Reviewed by: Neil Dorrill, PBSD Administrator
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REQUEST FOR PROPOSAL
Coll ier County
Administrative Services Division
Procurement Services
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Solicitation 15 -6397 -
Environmental & Biological Studies
Adam Northrup, Procurement Strategist
239 - 252 -6098 (Telephone)
239 - 252 -6302 (Fax)
adamnorthrup @colliergov.net (Email)
This proposal solicitation document is prepared in a Microsoft Word format. Any alterations to this document
made by the Vendor may be grounds for rejection of proposal, cancellation of any subsequent award, or any
other legal remedies available to the Collier County Government.
Prauc+ w kem . Depadmm- 33.27 Tamcami Tfw: East • Naples, Fbnda 341121901 • wwrw.coliieMc,,,nevpurChsgng
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Table of Contents
LEGALNOTICE ................................................................................................................................... ............................... 3
EXHIBIT 1: SCOPE OF WORK, SPECIFICATIONS AND RESPONSE FORMAT ............................................ ...............................
4
EXHIBIT II: GENERAL RFP INSTRUCTIONS ............................................................................................ .............................11
EXHIBIT Ill: COLLIER COUNTY PURCHASE ORDER TERMS AND CONDITIONS ....................................... .............................15
EXHIBIT IV: ADDITIONAL TERMS AND CONDITIONS FOR RFP .............................................................. .............................19
ATTACHMENT 1: VENDOR'S NON - RESPONSE STATEMENT .................................................................. .............................28
ATTACHMENT2: VENDOR CHECK LIST ................................................................................................ .............................29
ATTACHMENT 3: CONFLICT OF INTEREST AFFIDAVIT ........................................................................... .............................30
ATTACHMENT 4: VENDOR DECLARATION STATEMENT ....................................................................... .............................31
ATTACHMENT 5: AFFIDAVIT FOR CLAIMING STATUS AS A LOCAL BUSINESS ....................................... .............................33
ATTACHMENT 6: IMMIGRATION AFFIDAVIT CERTIFICATION .............................................................. .............................34
ATTACHMENT 7: VENDOR SUBSTITUTE W — 9 .................................................................................... .............................35
ATTACHMENT 8: INSURANCE AND BONDING REQUIREMENTS ........................................................... .............................36
ATTACHMENT 9: REFERENCE QUESTIONNAIRE ................................................................................... .............................38
15 -6397
Environmental & Biological Studies
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Coif r County
administrative Services Division
Procurement Services
Legal Notice
Sealed Proposals to provide Environmental and Biological Studies will be received until 3:OOPM
Naples local time, on 02/27/2015 at the Collier County Government, Purchasing Department, 3327
Tamiami Trail E, Naples, FL 34112.
Solicitation
15 -6397 — Environmental & Biological Studies
Services to be provided may include, but not be limited to the following: Various environmental and
Biological related consulting services and expertise on an as needed basis.
® A pre - proposal conference is not applicable for this solicitation.
All statements shall be made upon the official proposal form which may be obtained on the Collier
County Purchasing Department Online Bidding System website: www.colliergov.net /bid.
Collier County does not discriminate based on age, race, color, sex, religion, national origin, disability
or marital status.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA,
BY: /S/ Joanne Markiewicz
Director, Procurement Services
This Public Notice was posted on the Collier County Purchasing Department website:
www.colliergov.net /purchasing and in the Lobby of Purchasing Building "G ", Collier County
Government Center on 2/4/2015.
Raaaemert Se w Gemtmen- 3 [7 Tamiemi Trai =. East • Nap4es. Florida 34112.4501 - w Ww_m1hergay.neQpumrmvng
15 -6397
Environmental & Biological Studies
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Exhibit I: Scope of Work, Specifications and Response Format
As requested by the Pelican Bay Services Division (hereinafter, the "Division or Department'), the
Collier County Board of County Commissioners Purchasing Department (hereinafter, "County ") has
issued this Request for Proposal (hereinafter, "RFP ") with the intent of obtaining proposals from
interested and qualified Consultants in accordance with the terms, conditions and specifications
stated or attached. The Consultant, at a minimum, must achieve the requirements of the
Specifications or Scope of Work stated.
The results of this solicitation may be used by other County departments once awarded according to
the Board of County Commissioners Purchasing Policy.
Brief Description of Purchase
It is the intent of the County to have multiple firms available, who provide various Environmental
and Biological related consulting services and expertise as required. The services provided as a
result of these contracts will be available to the Pelican Bay Services Division and all other County
departments, and may include a variety of Environmental and Biological services as requested by
the County. During the past 5 years the Pelican Bay Services Division has spent approximately
$156,000 annually on Environmental and Biological studies and other County departments have
spent approximately $46,000.
Background
The Pelican Bay Services Division Municipal Service Taxing and Benefit Unit of Collier County,
Florida was established by Collier County Ordinance 1990 -111 and Ordinances 2013 -19, 2006 -05
and 2002 -27 as amended to provide quality street lighting, water management, and streetscape
beautification services exclusively to the residents of Pelican Bay. They work closely with the
Pelican Bay Foundation and Pelican Bay Property Owners Association to establish and identify
resources to meet the needs of their residents. As stated in Ordinance 2013 -61 the unit is also
responsible for the maintenance of the conservation or preserve areas and advising the County on
dredging and maintaining Clam Pass.
Awarded contract(s) are classified as fixed term Countywide Agreements for various and
miscellaneous professional environmental consulting and biological services which will be utilized
on an as- needed basis. Assignments shall be implemented by purchase order subject to a
maximum of $100,000 per purchase order without BCC approval and with a maximum annual
contract amount of $500,000. Purchase orders for a single service in excess of $100,000 shall be
approved by the Board of County Commissioners.
For each assigned purchase order, Collier County reserves the right to task the selected
Consultant to perform services that are deemed necessary by the County to be performed, which
are related to the services outlined herein, but which are not specifically set out in this RFP.
The County reserves the right to order such services from selected firms as may be required
during said period, but does not guarantee any minimum or maximum services to be ordered
during the period specified from any given firm. Work service assignments shall be at the sole
discretion of the County.
The selected firms shall be responsible for knowledge of and compliance with all relative local,
state and Federal codes and regulations. Additionally, each staff member assigned to a County
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project(s) shall have a minimum of five (5) years experience that is directly related to the required
tasks.
Detailed Scope of Work performed for Pelican Bay Services Division
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.
The Clam Bay Natural Resource Protection Area (NRPA) monitoring program is a plan to monitor
and maintain the ecological health of the Clam Bay estuary which is located along the west coast
of Collier County, west of the Pelican Bay residential community. The Clam Bay NRPA monitoring
program will collect, evaluate, and report information on the flora and faunal populations, tidal and
freshwater flows, water quality, archaeological sites, and recreational activities in the estuary so
that appropriate management decisions can be made and implemented to ensure its long term
ecological health.
Services requested under an awarded contract may include but are not limited to the following:
• Monitor established mangrove plots, including data collection, photographs of each plot
and quarterly rooftop photos of mangroves.
• Monitor sea grass transects in Outer Clam Bay and nearby channels.
• Monitor three continuous water level loggers deployed in Clam Bay.
• Inspect and schedule maintenance of the hand -dug channels.
• Field observations and reports.
• Prepare and present annual reports.
• Establish and monitor plots in scrub and hammock habitats.
• Monitor gopher tortoise burrows.
• Monitor other bird, fish, and benthic invertebrates.
• Monitor archeological sites.
• Monitor Upland activities.
• Inspect canoe trails and signage.
• Produce and promote educational materials.
• Coordination with outside entities regarding vegetation and litter control.
• Monitor for piping plover presence.
• Tidal data analysis and reporting.
• Bathymetric analysis and reporting.
• Water quality analysis and reporting.
Contractor personnel requirements include: Degreed (biological science and /or natural resource
management) and minimum five (5) years experience in similar work.
Detailed Scope of Work performed for other County Departments
The selected Consultants will assist the County by reviewing and commenting on the project from
an environmental compliance perspective. The Consultants will review and coordinate with the
permitting consultants and regulatory agencies regarding the following (Services requested under
an awarded contract include but are not limited to):
• Wetland delineation.
• Wetland quality.
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Mitigation.
Threatened & endangered species surveys.
Other requirements necessary for obtaining South Florida Water Management Department,
U. S. Army Corps of Engineers and other permits.
The selected Consultant shall also review and audit all correspondence, including all permit
applications, between consultants and regulatory agencies pertaining to environmental issues.
This review shall document the completeness and accuracy of said correspondence.
There will be an emphasis on providing cost - effective solutions to the County during the permitting
process. The selected Consultant for a project shall provide these services independent of other
firms who may be providing similar services on a project or projects.
The Consultant shall further track all project permits and ensure permit special condition
compliance. The Consultant shall assist and advise the County Project Managers in
environmental matters and issues.
Contractor personnel requirements include: Degreed (biological science and /or natural resource
management) and minimum five (5) years experience in similar work.
Term of Contract
The contract term, if an award(s) is /are made, is intended for one (1) year with four (4), one (1)
year renewals. Awarded consultants will be expected to sign a Collier County standard contract
after hourly consultant rates are negotiated.
Surcharges will not be accepted in conjunction with this contract, and such charges should be
incorporated into the pricing structure.
The County Manager, or designee, may, at his discretion, extend the Agreement under all of the
terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The
County Manager, or designee, shall give the Contractor written notice of the County's intention to
extend the Agreement term not less than ten (10) days prior to the end of the Agreement term
then in effect.
Projected Solicitation Timetable
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
Issue Solicitation Notice
02/04/2015
Last Date for Receipt of Written Questions
02/20/2015; 3:OOPM
Solicitation Deadline Date and Time
02/27/2015; 3:OOPM
Anticipated Evaluation of Submittals
Week of 03/02/2015
Anticipated Completion of Contract Negotiations
Week of 03/09/2015
Anticipated Board of County Commissioner's Contract
Approval Date
April 2015
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Response Format
The Vendor 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 Vendor further
agrees that if it is awarded a contract, the work will be performed in accordance with the
provisions, terms and conditions of the contract.
To facilitate the fair evaluation and comparison of proposals, all proposals must conform to the
guidelines set forth in this RFP.
Any portions of the proposal that do not comply with these guidelines must be so noted and
explained in tab IX: Acceptance of Conditions section of the proposal. However, any proposal that
contains such variances may be considered non - responsive.
Proposals should be prepared simply and economically, providing a straightforward concise
description of the Vendor's approach and ability to meet the County's needs, as stated in this
RFP. All proposals should be presented as described in this RFP in PDF or Microsoft Word
format with Tabs clearly marked. If outlined in this RFP, the utilization of recycled paper for
proposal submission is strongly encouraged.
The items listed below shall be submitted with each proposal and should be submitted in the order
shown. Each section should be clearly labeled, with pages numbered and separated by tabs.
Failure by a Vendor to include all listed items may result in the rejection of its proposal
Tab I, Cover Letter/ Management Summary
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 of a
signed Proposal is Vendor's certification that the Vendor will accept any awards as a result of this
RFP.
Tab II, Technical Proposal (Maximum 25 Points)
Rating will be based on an assessment of the proposer's knowledge and understanding of the
nature of the work as necessary to achieve a successful project. Information presented by
proposer shall address the two (2) sections of work (work for Pelican Bay and work for the rest of
the County) as outlined in the RFP and will be evaluated as the basis of this rating.
Tab III, Expertise of Designated Staff (Maximum 14 Points)
Rating will be based on the demonstrated ability of individuals on the proposed project team to
perform the required services for this project. Resumes of key personnel will be evaluated for
ranking the proposer under this item.
Tab IV, Previous Performance on Similar Jobs (Maximum 15 Points)
Proposer shall provide any information which documents successful and reliable experience in
past performance of your firm, especially those performances related to the requirements of this
Request for Proposal, i.e. Environmental and Biological Studies. Related project experience shall
be restricted to those assignments undertaken within the last five (5) years.
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The firm shall have a minimum of five (5) years acceptable environmental /biological consulting
services experience with projects of similar size and scope. The proposer shall describe
experience on these projects, including scope, tasks performed, and related information.
The proposer shall furnish the names of three (3) public entities within the State of Florida with
whom the consultant has acceptably contracted for work within the past five (5) years. The
proposer shall include contact names and titles, name of agencies, telephone numbers, email and
mailing addresses.
Tab V — References (Maximum 10 Points)
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 similar
nature to this solicitation as a part of their proposal (attached to this solicitation as Attachment
9: Reference Questionnaire). The County will only use the methodology calculations for the
first five (5) references (only) submitted by the vendor in their proposal.
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 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 awarded.
Each subsequent vendor's point score will be calculated in the same manner.
• Points awarded will be extended to the whole number per Microsoft Excel.
For illustrative purposes only, see chart for an example of how these points would be
distributed among the five proposers.
Vendor Name
Vendor Total Reference
Score
Points Awarded
Vendor ABC
445
10
Vendor DEF
435
9.78
Vendor GHI
425
9.55
Vendor JKL
385
8.65
Vendor MNO
385
8.65
Vendor PQR
250
5.62
Note: Sample chart reflects a 10 point reference criterion.
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 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 prior to final
ranking by the final Selection Committee.
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Tab VI, Cost Estimate Maximum (16 Points)
Provide Cost estimate based on your firms experience with similar projects and complete this rate
schedule and return with your proposal.
RATE SCHEDULE
Line #
Professional
Typical Industry
Designations
UOM
Rate
1
Principal
Project Principal
Hourly
$
2
Project Manager
GIS Specialist
Hourly
$
3
Senior Scientist
Ecologist, Permitting
Hourly
$
4
Scientist
Ecolo ist
Hourly
$
5
Environmental Technician
6
Hourly
$
6
GIS Analyst
Hourly
$
7
AutoCAD
Hourly
$
8
Expert Witness
Hourly
$
9
Administrative Assistant
Clerical
$
10
Rate Total
..Hourly
$
This list is not intended to be all inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by the County and firm.
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 vendor's hourly rates and create a ranking from lowest price to
highest.
• The maximum number of points allowed in this criterion will be awarded to the vendor who
has the lowest total price.
• The next highest total priced vendor will be awarded two (2) fewer points. Each
subsequent vendor's awarded point total will be reduced by two (2).
For illustrative purposes only, see chart below for an example of how these points would be
distributed among six potential proposers.
Rank
Vendor Name
Vendor Total
Reference Score
Points Awarded
1
Vendor ABC
$804.00
16
2
Vendor DEF
$810.00
14
3
Vendor GHI
$900.00
12
4
Vendor JKL
$950.00
10
5
Vendor MNO
$987.00
8
6
Vendor PQR
$1,100.00
6
..n-1- a — Nunn 1croiCnce cnienon.
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 per vendor. The Selection
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Committee may, at their sole discretion, modify the reference points assigned after a thorough review
of the proposal and prior to final ranking by the final Selection Committee.
Tab VII, Project Approach and Understanding (Maximum 10 Points)
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.
Tab VIII, Office Locations and Responsiveness (Maximum 10 Points)
Complete Attachment 5: Affidavit for Claiming Status as a Local Business. If the location and
address is verified to be a local vendor you will receive the maximum points.
Tab IX, 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 this 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 Vendor 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 X, Required Form Submittals
• Attachment 2: Vendor Checklist
• Attachment 3: Conflict of Interest Affidavit
• Attachment 4: Vendor Declaration Form
• Attachment 5: Affidavit for Claiming Status as a Local Business
• Attachment 6: Immigration Affidavit Certification and company's E- Verify profile page or
memorandum of understanding
• Attachment 7: W9
• Attachment 8: Insurance Requirements
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Exhibit II: General RFP Instructions
I. Questions
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Direct questions related to this RFP to the Collier County Purchasing Department Online Bidding
System website: www.collieraov.net /bid. Vendors must clearly understand that the only official
answer or position of the County will be the one stated on the Collier County Purchasing
Department Online Bidding System website. For general questions, please call the referenced
Procurement Strategist noted on the cover page.
2. Pre - Proposal Conference
The purpose of the pre - proposal conference is to allow an open forum for discussion and
questioning with County staff regarding this RFP with all prospective Vendors having an 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 questions will be
considered official, and will be included as part of this RFP as an addendum.
All prospective Vendors are strongly encouraged to attend, as, this will usually be the only pre -
proposal conference for this solicitation. If this pre - proposal conference is denoted as "mandatory",
prospective Vendors must be present in order to submit a proposal response.
3. Compliance with the RFP
Proposals must be in strict compliance with this RFP. Failure to comply with all provisions of the
RFP may result in disqualification.
4. Ambiguity, Conflict, or Other Errors in the RFP
It is the sole responsibility of the Vendor if the Vendor 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 make modifications by issuing a written
revision and will give written notice to all parties who have received this RFP from the Purchasing
Department.
5. Proposal, Presentation, and Protest Costs
The County will not be liable in any way for any costs incurred by any Vendor 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:OOPM, Naples local time, on or before 02/27/2015
to:
Collier County Government
Purchasing Department
3327 Tamiami Trail E
Naples FL 34112
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Attn: Adam Northrup, Procurement Strategist
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
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:
• The tardy submission of the proposal is due to the following circumstances, which 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.
• The acceptance of said proposal does not afford any competing firm an unfair
advantage in the selection process.
Vendors must submit one (1) paper copy clearly labeled "Master," and six (6) disks
(CD's /DVD's) with one copy of the proposal on each disk in Word, Excel or PDF. List the
Solicitation Number and Title on the outside of the box or envelope.
7. Validity of Proposals
No proposal can be withdrawn after it is filed unless the Vendor makes their request in writing to
the County prior to the time set for the closing of Proposals. All proposals shall be valid for a
period of one hundred eighty (180) days from the submission date to accommodate evaluation
and selection process.
8. Method of Source Selection
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.
The County may, as it deems necessary, conduct discussions with qualified Vendors 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.
9. Evaluation of Proposals
The County's procedure for selecting is as follows:
1. The County Manager or designee shall appoint a Selection Committee to review all proposals
submitted.
2. Request for Proposals issued.
3. Subsequent to the closing of proposals, the Procurement Strategist will review the proposals
received and verify whether each proposal appears to be minimally responsive to the
requirements of the published RFP.
4. Meetings will be open to the public and the Procurement Strategist shall publicly post prior
notice of such meeting in the lobby of the Purchasing Building.
5. The committee members will review each Proposal individually and score each proposal
based on the evaluation criteria stated herein.
6. Prior to the first meeting of the selection committee, the Procurement Strategist will post a
notice announcing the date, time and place of the first committee meeting. Said notice shall
be posted in the lobby of the Purchasing Building not less than three (3) working days prior to
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the meeting. The Procurement Strategist will also post prior notice of all subsequent
committee meetings and shall endeavor to post such notices at least one (1) day in advance of
all subsequent meetings.
7. The committee will compile individual rankings, based on the evaluation criteria as stated
herein, for each proposal to determine committee recommendations. The committee may at
their discretion, schedule presentations or demonstrations from the top- ranked firm(s), make
site visits, and obtain guidance from third party subject matter experts. The final
recommendation will be decided based on review of scores and consensus of committee.
The County reserves the right to withdraw this RFP at any time and for any reason, and to issue
such clarifications, modifications, and /or amendments as it may deem appropriate.
Receipt of a proposal by the County or a submission of a proposal to the County offers no rights
upon the Vendor 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 shall not be
considered.
10. References
The County reserves the right to contact any and all references pertaining to this solicitation and
related proposal.
11. Proposal Selection Committee and Evaluation Factors
The County Manager shall appoint a Selection Committee to review all proposals submitted. The
factors to be considered in the evaluation of proposal responses are listed below.
Tab II, Technical Proposal
25 Points
Tab III, Expertise of Designated Staff
14 Points
Tab IV, Previous Performance on Similar Jobs
15 Points
Tab V, References
10 Points
Tab VI, Cost Estimate
16 Points
Tab VII, Project Approach and Understanding
10 Points
Tab VIII, Office Locations and Responsiveness
10 Points
TOTAL
100 Points
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 vendor (as obtained from the County's financial
system) within the last five (5) years will receive the higher individual ranking. 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 firm with the next lowest volume of work shall receive the next
highest ranking and so on.
12. Acceptance or Rejection of Proposals
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 the County of Collier.
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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 Vendor, or their refusal to
enter into the Collier County contract, the County reserves the right to accept the proposal of any
other Vendor or to re- advertise using the same or revised documentation, at its sole discretion.
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Exhibit III: Collier County Purchase Order Terms and Conditions
1. Offer
and to comply with all carrier
This offer is subject to cancellation by the
regulations. Risk of loss of any goods
COUNTY without notice if not accepted by
sold hereunder shall transfer to the
VENDOR within fourteen (14) days of
COUNTY at the time and place of
issuance.
delivery; provided that risk of loss prior
to actual receipt of the goods by the
2. Acceptance and Confirmation
COUNTY nonetheless remain with
This Purchase Order (including all
VENDOR.
documents attached to or referenced
b) No charges will be by the COUNTY
therein) constitutes the entire agreement
paid
for packing, crating or cartage unless
between the parties, unless otherwise
otherwise specifically stated in this
specifically noted by the COUNTY on the
Purchase Order. Unless otherwise
face of this Purchase Order. Each delivery
provided in Purchase Order, no invoices
of goods and /or services received by the
shall be issued nor payments made
COUNTY from VENDOR shall be deemed to
prior to delivery. Unless freight and
be upon the terms and conditions contained
other charges are itemized, any
in this Purchase Order.
discount will be taken on the full amount
of invoice.
No additional terms may be added and
c) All shipments of goods scheduled on the
Purchase Order may not be changed except
same day via the same route must be
by written instrument executed by the
consolidated. Each shipping container
COUNTY. VENDOR is deemed to be on
must be consecutively numbered and
notice that the COUNTY objects to any
marked to show this Purchase Order
additional or different terms and conditions
number. The container and Purchase
contained in any acknowledgment, invoice
Order numbers must be indicated on bill
or other communication from VENDOR,
of lading. Packing slips must show
notwithstanding the COUNTY'S acceptance
Purchase Order number and must be
or payment for any delivery of goods and /or
included on each package of less than
services, or any similar act by VENDOR.
container load (LCL) shipments and /or
with each car. load of equipment. The
3. Inspection
COUNTY reserves the right to refuse or
All goods and /or services delivered
return any shipment or equipment at
hereunder shall be received subject to the
VENDOR'S expense that is not marked
COUNTY'S inspection and approval and
with Purchase Order numbers.
payment therefore shall not constitute
VENDOR agrees to declare to the
acceptance. All payments are subject to
carrier the value of any shipment made
adjustment for shortage or rejection. All
under this Purchase Order and the full
defective or nonconforming goods will be
invoice value of such shipment.
returned pursuant to VENDOR'S instruction
d) All invoices must contain the Purchase
at VENDOR'S expense.
Order number and any other specific
information as identified on the
To the extent that a purchase order requires
Purchase Order. Discounts of prompt
a series of performances by VENDOR, the
payment will be computed from the date
COUNTY prospectively reserves the right to
of receipt of goods or from date of
cancel the entire remainder of the Purchase
receipt of invoices, whichever is later.
Order if goods and /or services provided
Payment will be made upon receipt of a
early in the term of the Purchase Order are
proper invoice and in compliance with
non - conforming or otherwise rejected by the
Chapter 218, Fla. Stats., otherwise
COUNTY.
known as the "Local Government
Shipping and Invoices
Prompt Payment Act," and, pursuant to
a) All goods are FOB destination and must
the Board of County Commissioners
be suitably packed and prepared to
Purchasing Policy.
secure the lowest transportation rates
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5. Time Is Of the Essence
Time for delivery of goods or performance of
services under this Purchase Order is of the
essence. Failure of VENDOR to meet
delivery schedules or deliver within a
reasonable time, as interpreted by the
COUNTY in its sole judgment, shall entitle
the COUNTY to seek all remedies available
to it at law or in equity. VENDOR agrees to
reimburse the COUNTY for any expenses
incurred in enforcing its rights. VENDOR
further agrees that undiscovered delivery of
nonconforming goods and /or services is not
a waiver of the COUNTY'S right to insist
upon further compliance with all
specifications.
Changes
The COUNTY may at any time and by
written notice make changes to drawings
and specifications, shipping instructions,
quantities and delivery schedules within the
general scope of this Purchase Order.
Should any such change increase or
decrease the cost of, or the time required for
performance of the Purchase Order, an
equitable adjustment in the price and /or
delivery schedule will be negotiated by the
COUNTY and VENDOR. Notwithstanding
the foregoing, VENDOR has an affirmative
obligation to give notice if the changes will
decrease costs. Any claims for adjustment
by VENDOR must be made within thirty (30)
days from the date the change is ordered or
within such additional period of time as may
be agreed upon by the parties.
Warranties
VENDOR expressly warrants that the goods
and /or services covered by this Purchase
Order will conform to the specifications,
drawings, samples or other descriptions
furnished or specified by the COUNTY, and
will be of satisfactory material and quality
production, free from defects and sufficient
for the purpose intended. Goods shall be
delivered free from any security interest or
other lien, encumbrance or claim of any third
party. These warranties shall survive
inspection, acceptance, passage of title and
payment by the COUNTY.
Statutory Conformity
Goods and services provided pursuant to
this Purchase Order, and their production
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and transportation shall conform to all
applicable laws, including but not limited to
the Occupational Health and Safety Act, the
Federal Transportation Act and the Fair
Labor Standards Act, as well as any law or
regulation noted on the face of the Purchase
Order.
Advertising
No VENDOR providing goods and services
to the COUNTY shall advertise the fact that
it has contracted with the COUNTY for
goods and /or services, or appropriate or
make use of the COUNTY'S name or other
identifying marks or property without the
prior written consent of the COUNTY'S
Purchasing Department.
10. Indemnification
VENDOR shall indemnify and hold harmless
the COUNTY from any and all claims,
including claims of negligence, costs and
expenses, including but not limited to
attorneys' fees, arising from, caused by or
related to the injury or death of any person
(including but not limited to employees and
agents of VENDOR in the performance of
their duties or otherwise), or damage to
property (including property of the COUNTY
or other persons), which arise out of or are
incident to the goods and /or services to be
provided hereunder.
11. Warranty of Non - Infringement
VENDOR represents and warrants that all
goods sold or services performed under this
Purchase Order are: a) in compliance with
applicable laws; b) do not infringe any
patent, trademark, copyright or trade secret;
and c) do not constitute unfair competition.
VENDOR shall indemnify and hold harmless
the COUNTY from and against any and all
claims, including claims of negligence, costs
and expense, including but not limited to
attorneys' fees, which arise from any claim,
suit or proceeding alleging that the
COUNTY'S use of the goods and /or
services provided under this Purchase Order
are inconsistent with VENDOR'S
representations and warranties in section 11
(a).
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If any claim which arises from VENDOR'S
breach of section 11 (a) has occurred, or is
likely to occur, VENDOR may, at the
COUNTY'S option, procure for the COUNTY
the right to continue using the goods or
services, or replace or modify the goods or
services so that they become non - infringing,
(without any material degradation in
performance, quality, functionality or
additional cost to the COUNTY).
12. Insurance Requirements
The VENDOR, at its sole expense, shall
provide commercial insurance of such type
and with such terms and limits as may be
reasonably associated with the Purchase
Order. Providing and maintaining adequate
insurance coverage is a material obligation
of the VENDOR. All insurance policies shall
be executed through insurers authorized or
eligible to write policies in the State of
Florida.
13. Compliance with Laws
In fulfilling the terms of this Purchase Order,
VENDOR agrees that it will comply with all
federal, state, and local laws, rules, codes,
and ordinances that are applicable to the
conduct of its business. By way of non -
exhaustive example, this shall include the
American with Disabilities Act and all
prohibitions against discrimination on the
basis of race, religion, sex creed, national
origin, handicap, marital status, or veterans'
status. Further, VENDOR acknowledges
and without exception or stipulation shall be
fully responsible for complying with the
provisions of the Immigration Reform and
Control Act of 1986 as located at 8 U.S.C.
1324, et seq. and regulations relating
thereto, as either may be amended. Failure
by the awarded firm(s) to comply with the
laws referenced herein shall constitute a
breach of the award agreement and the
County shall have the discretion to
unilaterally terminate said agreement
immediately. Any breach of this provision
may be regarded by the COUNTY as a
material and substantial breach of the
contract arising from this Purchase Order.
14. Force Majeure
Neither the COUNTY nor VENDOR shall be
responsible for any delay or failure in
performance resulting from any cause
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beyond their control, including, but without
limitation to war, strikes, civil disturbances
and acts of nature. When VENDOR has
knowledge of any actual or potential force
majeure or other conditions which will delay
or threatens to delay timely performance of
this Purchase Order, VENDOR shall
immediately give notice thereof, including all
relevant information with respects to what
steps VENDOR is taking to complete
delivery of the goods and /or services to the
COUNTY.
15. Assignment
VENDOR may not assign this Purchase
Order, nor any money due or to become due
without the prior written consent of the
COUNTY. Any assignment made without
such consent shall be deemed void.
16. Taxes
Goods and services procured subject to this
Purchase Order are exempt from Florida
sales and use tax on real property, transient
rental property rented, tangible personal
purchased or rented, or services purchased
(Florida Statutes, Chapter 212), and from
federal excise tax.
17. Annual Appropriations
The COUNTY'S performance and obligation
to pay under this Purchase Order shall be
contingent upon an annual appropriation of
funds.
18. Termination
This Purchase Order may be terminated at
any time by the COUNTY upon 30 days
prior written notice to the VENDOR. This
Purchase Order may be terminated
immediately by the COUNTY for breach by
VENDOR of the terms and conditions of this
Purchase Order, provided that COUNTY has
provided VENDOR with notice of such
breach and VENDOR has failed to cure
within 10 days of receipt of such notice.
19. General
a) This Purchase Order shall be governed
by the laws of the State of Florida. The
venue for any action brought to
specifically enforce any of the terms and
conditions of this Purchase Order shall
be the Twentieth Judicial Circuit in and
for Collier County, Florida
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b) Failure of the COUNTY to act
immediately in response to a breach of
this Purchase Order by VENDOR shall
not constitute a waiver of breach.
Waiver of the COUNTY by any default
by VENDOR hereunder shall not be
deemed a waiver of any subsequent
default by VENDOR.
c) All notices under this Purchase Order
shall be sent to the respective
addresses on the face page by certified
mail, return receipt requested, by
overnight courier service, or by personal
delivery and will be deemed effective
upon receipt. Postage, delivery and
other charges shall be paid by the
sender. A party may change its address
for notice by written notice complying
with the requirements of this section.
d) The Vendor agrees to reimbursement of
any travel expenses that may be
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associated with this Purchase Order in
accordance with Florida Statute Chapter
112.061, Per Diem and Travel
Expenses for Public Officers, employees
and authorized persons.
e) In the event of any conflict between or
among the terms of any Contract
Documents related to this Purchase
Order, the terms of the Contract
Documents shall take precedence over
the terms of the Purchase Order. To the
extent any terms and /or conditions of
this Purchase Order duplicate or overlap
the Terms and Conditions of the
Contract Documents, the provisions of
the Terms and /or Conditions that are
most favorable to the County and /or
provide the greatest protection to the
County shall govern.
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Exhibit IV: Additional Terms and Conditions for RFP
1. Insurance Requirements
The Vendor 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
Bonding attachment of this solicitation. The Vendor 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 Vendor waive against each other and the County's separate Vendors,
Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all
damages covered by property insurance provided herein, except such rights as they may have to the
proceeds of such insurance. The Vendor and County shall, where appropriate, require similar
waivers of subrogation from the County's separate Vendors, Design Consultants and Subcontractors
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 Vendor to meet the requirements of this solicitation shall
name Collier County, Florida, as an additional insured as to the operations of Vendor under this
solicitation and shall contain a severability of interests provisions.
Collier County Board of County Commissioners shall be named as the Certificate Holder. The
Certificates of Insurance must state the Contract Number, or Project Number, or specific Project
description, or must read: For any and all work performed on behalf of Collier County. The
"Certificate Holder" should read as follows:
Collier County
Board of County Commissioners
Naples, Florida
The amounts and types of insurance coverage shall conform to the minimum requirements set forth
in the Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and
endorsements or their equivalents. If Vendor has any self- insured retentions or deductibles under
any of the below listed minimum required coverage, Vendor must identify on the Certificate of
Insurance the nature and amount of such self- insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or
deductibles will be Vendor's sole responsibility.
Coverage(s) shall be maintained without interruption from the date of commencement of the Work
until the date of completion and acceptance of the scope of work by the County or as specified in this
solicitation, whichever is longer.
The Vendor and /or its insurance carrier shall provide 30 days written notice to the County of policy
cancellation or non - renewal on the part of the insurance carrier or the Vendor. The Vendor shall also
notify the County, in a like manner, within twenty -four (24) hours after receipt, of any notices of
expiration, cancellation, non - renewal or material change in coverage or limits received by Vendor
from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by Vendor
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hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full
extent permitted under such policy.
Should at any time the Vendor 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 Vendor for such coverage(s) purchased. If Vendor fails to reimburse the
County for such costs within thirty (30) days after demand, the County has the right to offset these
costs from any amount due Vendor under this Agreement or any other agreement between the
County and Vendor. The County shall be under no obligation to purchase such insurance, nor shall it
be responsible for the coverage(s) purchased or the insurance company or companies used. The
decision of the County to purchase such insurance coverage(s) shall in no way be construed to be a
waiver of 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 Vendor 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 Vendor to provide the County with such renewal certificate(s) shall be considered justification for
the County to terminate any and all contracts.
2. Offer Extended to Other Governmental Entities
Collier County encourages and agrees to the successful vendor extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the discretion of
the successful vendor.
3. Additional Items and /or Services
Additional items and / or services may be added to the resultant contract, or purchase order, in
compliance with the Purchasing Policy.
4. Use of Subcontractors
Bidders on any service related project, including construction, must be qualified and directly
responsible for 20% or more of the solicitation amount for said work.
5. County's Right to Inspect
The County or its authorized Agent shall have the right to inspect the Vendor's facilities /project site
during and after each work assignment the Vendor is performing.
6. Vendor Performance Evaluation
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.
7. Additional Terms and Conditions of Contract
Collier County has developed standard contracts /agreements, approved by the Board of County
Commissioners (BCC). The selected Vendor shall be required to sign a standard Collier County
contract within twenty one (21) days of Notice of Selection for Award.
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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 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 Vendor.
The County's project manager, shall coordinate with the Vendor / Contractor the return of any surplus
assets, including materials, supplies, and equipment associated with the scope or work.
8. 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
purchase order or contract.
Invoices shall be sent to:
Board of County Commissioners
Clerk's Finance Department
ATTN: Accounts Payable
3299 Tamiami Trail E Ste 700
Naples FL 34112
Or emailed to: bccapclerk a()collierclerk com.
Collier County, in its sole discretion, will determine the method of payment for goods and /or services
as part of this agreement.
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 standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is
cognizant of the Rules for VISA Merchants and MasterCard Merchant Rules.
The County may not accept any additional surcharges (credit card transaction fees) as a result of
using 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 traditional payments may be provided at the initial bid submittal if it is clearly marked as an
"Additional 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
prior month. Services beyond sixty (60) days from current monthly invoice will not be considered for
payment without prior approval from the Project manager. All invoices should be submitted within
the 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 specifically authorized by the Project Manager.
Payments will be made for articles and /or services furnished, delivered, and accepted, upon receipt
and approval of invoices submitted on the date of services or within six (6) months after completion
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of contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this agreement.
In instances where the successful contractor may owe debts (including, but not limited to taxes or
other 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 owed to the vendor or contractor for services performed of for materials delivered in
association with a contract.
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." Collier County reserves the right to withhold and /or reduce an appropriate amount of
any payment for work not performed or for unsatisfactory performance of Contractual requirements.
9. Environmental Health and Safety
All Vendors and Sub vendors performing service for Collier County are required and shall comply
with all Occupational Safety and Health Administration (OSHA), State and County Safety and
Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub
vendors 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.
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 Vendor's work operations. This
provision is non - negotiable by any department and /or Vendor.
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.
10. Licenses
The Vendor is required to possess the correct Business Tax Receipt, professional license, and any
other authorizations necessary to carry out and perform the work required by the project pursuant to
all applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any
kind. 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 the part of any Vendor to submit the required documentation may be
grounds to deem Vendor non - responsive. A Vendor, with an office within Collier County is also
required to have an occupational license.
All State Certified contractors who may need to pull Collier County permits or call in inspections must
complete a Collier County Contractor License registration form and submit the required fee. After
registering the license /registration will need to be renewed thereafter to remain "active" in Collier
County.
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If you have questions regarding professional licenses contact the Contractor Licensing, Community
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.
11. Principals /Collusion
By submission of this Proposal the undersigned, as Vendor, does declare that the only person or
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 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.
12. Relation of County
It is the intent of the parties hereto that the Vendor shall be legally considered an independent
Vendor, and that neither the Vendor 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 Vendor, their employees or agents, resulting in
either bodily or personal injury or property damage to any individual, firm, or corporation.
13. Termination
Should the Vendor be found to have failed to perform his services in a manner satisfactory to the
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 judge of non - performance.
14. Lobbying
All firms are hereby placed on NOTICE that the Board of County Commissioners does not wish to be
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
meeting or introduction, luncheons, dinners, etc. During the process, from Proposal closinq to
final Board approval, no firm or their agent shall contact any other employee of Collier County in
reference to this Proposal, with the exception of the Procurement Director or his designee(s). Failure
to abide by this provision may serve as grounds for disqualification for award of this contract to the
firm.
15. Public Records Compliance
The Vendor /Contractor agrees to comply with 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.
16. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501)
In order to be considered for award, firms must be registered with the Florida Department of State
Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and
provide a certificate of authority (www.sunbiz.orq /search.html) prior to execution of a contract. A
copy of the document may be submitted with the solicitation response and the document number
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shall be identified. Firms who do not provide the certificate of authority at the time of response shall
be required to provide 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.
17. Single Proposal
Each Vendor must submit, with their proposal, the required forms included in this RFP. Only one
proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as
a 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
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
requirement will be deemed non - responsive and rejected from further consideration.
18. Survivability
Purchase Orders: The Consultant/Contractor/Vendor agrees that any Purchase Order that extends
beyond the expiration date of the original Solicitation 15 -6397 will survive and remain subject to the
terms and conditions of that Agreement until the completion or termination of this Purchase Order.
19. Protest Procedures
Any prospective vendor / proposer who desires to protest any aspect(s) or provision(s) of the
solicitation (including the form of the solicitation documents or procedures) shall file their protest with
the Procurement Director prior to the time of the bid opening strictly in accordance with the County's
then current purchasing ordinance and policies.
The Board of County Commissioners will make award of contract in public session. Award
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.
Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be
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.
20. Public Entity Crime
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.
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21. Security and Background Checks
If required, Vendor / Contractor / Proposer 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 local law enforcement records, including a state and FBI fingerprint
check, credit reports, education, residence and employment verifications and other related records.
Contractor shall be required to maintain records on each employee and make them available to the
County for at least four (4) years.
22. Conflict of Interest
Vendor shall complete the Conflict of Interest Affidavit included as an attachment to this RFP
document. Disclosure of any potential or actual conflict of interest is subject to County staff review
and 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
No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311.
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.
24. Immigration 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 with the Social Security Administration (SSA), provides an Internet -
based means of verifying employment eligibility of workers in the United States; it is not a substitute
for any other employment 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
Vendors / Bidders are required to enroll in the E- Verify program, and provide acceptable evidence of
their enrollment, at the time of the submission of the vendor'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 executed E- Verify Memorandum of Understanding for the company. Vendors are also
required to provide the Collier County Purchasing Department an executed affidavit certifying they
shall comply with the E- Verify Program. The affidavit is attached to the solicitation documents. If the
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Bidder/Vendor does not comply with providing both the acceptable E- Verify evidence and the
executed affidavit the bidder's / vendor's proposal may be deemed non - responsive.
Additionally, vendors shall require all subcontracted vendors to use the E- Verify system for all
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 vendor's responsibility to
familiarize themselves with all rules and regulations governing this program.
Vendor 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 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 referenced herein or the provisions of this affidavit shall constitute a breach of the award
agreement and the County shall have the discretion to unilaterally terminate said agreement
immediately.
25. Collier County Local Preference Policy
Collier County provides an incentive to local business to enhance the opportunities of local
businesses in the award of County contracts. In the evaluation of proposals, the County rewards
Vendors for being a local business by granting a ten (10) points incentive in the evaluation criterion
points.
Local business means the vendor has a current Business Tax Receipt issued by the Collier County
Tax Collector for at least one year prior to bid or proposal submission to do business within Collier
County, and that identifies the business with a permanent physical business address located within
the limits of Collier County from which the vendor's staff operates and performs business in an area
zoned for the conduct of such business. A Post Office Box or a facility that receives mail, or a non-
permanent structure such as a construction trailer, storage shed, or other non - permanent structure
shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a
vendor shall not be considered a "local business" unless it contributes to the economic development
and well -being of Collier County in a verifiable and measurable way. This may include, but not be
limited to, the retention and expansion of employment opportunities, support and increase to the
County's tax base, and residency of employees and principals of the business within Collier County.
Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or
proposal to be eligible for consideration as a "local business" under this section. A vendor who
misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will
lose the privilege to claim Local Preference status for a period of up to one year.
Under this solicitation proposers desiring to receive local preference will be invited and required to
affirmatively state and provide documentation as set forth in the solicitation in support of their
status as a local business. Any proposer who fails to submit sufficient documentation with their
proposal offer shall not be granted local preference consideration for the purposes of that specific
contract award. Except where federal or state law, or any other funding source, mandates to the
contrary, Collier County and its agencies and instrumentalities, will give preference to local
businesses in the following manner.
For all purchases of commodities and services procured through a competitive proposal process
and not otherwise exempt from this local preference section, the solicitation shall include a
weighted criterion for local preference that equals 10 percent of the total points in the evaluation
criteria published in the solicitation. Purchases of professional services as defined and identified
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under subsection 11 B.2 (which are subject to Section 287.055, F.S.) and subsection 11 B.3 (which
are subject to Section 11.45, F.S.) shall not be subject to this local preference section.
The vendor must complete and submit with their proposal response the Affidavit for Claiming Status
as a Local Business which is included as part of this solicitation.
Failure on the part of a vendor to submit this Affidavit with their proposal response will
preclude said Vendor from being considered for local preference under this solicitation.
A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to
the County will lose the privilege to claim Local Preference status for a period of up to one year.
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Coder County
Administrative Services division
Procurement Services
Attachment 1: Vendor'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
Vendors 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, or mail to Collier County Government, Purchasing Department, 3327 Tamiami
Trail E, Naples, FL 34112.
We are not responding to Solicitation #15 -6397 — Environmental & Biological Studies for the
following reason(s):
❑ 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.)
❑ Project is too small.
❑ Insufficient time allowed for preparation of response.
❑ Incorrect address used. Please correct mailing address:
❑ Other reason(s):
Name of Firm:
Address:
City, State, Zip:
Telephone:
Email:
Representative Signature:
Representative Name:
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Date
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Coffiier County
Administrative Services Division
Procurement Services
Attachment 2: Vendor Check List
IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces
indicated and return with your Proposal. Vendor should check off each of the following items as the
necessary action is completed:
❑ The Proposal has been signed.
❑ All applicable forms have been signed and included, along with licenses to complete the
requirements of the project.
❑ Any addenda have been signed and included.
❑ The mailing envelope has been addressed to:
Collier County Government
Purchasing Department
3327 Tamiami Trail E
Naples FL 34112
Attn: Adam Northrup, Procurement Strategist
❑ The mailing envelope must be sealed and marked with Solicitation 15 -6397 — Environmental &
Biological Studies and 02/27/2015; 300PM.
❑ The Proposal will be mailed or delivered in time to be received no later than the specified due date
and time. (Otherwise Proposal cannot be considered.)
❑ 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 documents on
www.coiliergov.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
OUTSIDE OF THE COURIER PACKET.
Name of Firm:
Address:
City, State, Zip:
Telephone:
Email:
Representative Signature:
Representative Name: Date
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Coffier County
Administrative Services Division
Procurement Services
Attachment 3: Conflict of Interest Affidavit
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; and bear on whether the firm (employees, officers and /or agents) has a possible conflict have been
fully disclosed.
Additionally, the firm (employees, officers and /or agents) agrees to immediately notify in writing the
Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract
and /or project duration.
Firm:
Signature and Date:
Print Name
Title of Signatory
State of
County of
SUBSCRIBED AND SWORN to before me this
20
by
identification
Notary Public
My Commission Expires
day of
, who is personally known to me to be the
for the Firm, OR who produced the following
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00 Ter County
Administrative Services Division
Procurement Services
Attachment 4: Vendor Declaration Statement
BOARD OF COUNTY COMMISSIONERS
Collier County Government Complex
Naples, Florida 34112
RE: Solicitation: 15 -6397 — Environmental & Biological Studies
Dear Commissioners:
The undersigned, as Vendor 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 or
fraud.
The Vendor 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 Vendor states that the proposal is based upon the
proposal documents listed by Solicitation: 15 -6397 — Environmental & Biological Studies.
(Proposal Continued on Next Page)
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PROPOSAL CONTINUED
IN WITNESS WHEREOF, WE
have hereunto subscribed our names on this day of 20
in the County of
in the State of
Firm's Legal Name:
Address:
City, State, Zip Code:
Florida Certificate of
Authority Document Number:
Federal Tax Identification
Number
CCR # or CAGE Code
Telephone:
FAX:
Signature by:
(Typed and written)
Title:
Additional Contact Information
Send payments to:
(required if different from above)
Company name used as payee
Contact name:
Title:
Address:
City, State, ZIP
Telephone:
FAX:
Email:
Office servicing Collier
County to place orders
(required if different from above)
Contact name:
Title:
Address:
City, State, ZIP
Telephone:
Email
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Coller Couvay
Administrative Services Division
Procurement Services
Attachment 5: Affidavit for Claiming Status as a Local Business
Solicitation: 15 -6397 — Environmental & Biological Studies (Check Appropriate Boxes Below)
State of Florida (Select County if Vendor is described as a Local Business
❑ Collier County
❑ Lee County
Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of County
Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing Policy:
Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector
for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the
business with a permanent physical business address located within the limits of Collier County from which the
vendor's staff operates and performs business in an area zoned for the conduct of such business. A Post Office
Box or a facility that receives mail, or a non - permanent structure such as a construction trailer, storage shed, or
other non - permanent structure shall not be used for the purpose of establishing said physical address. In addition
to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic
development and well -being of Collier County in a verifiable and measurable way. This may include, but not be
limited to, the retention and expansion of employment opportunities, support and increase to the County's tax base,
and residency of employees and principals of the business within Collier County. Vendors shall affirm in writing
their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as
a "local business" under this section. A vendor who misrepresents the Local Preference status of its firm in a
proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to
one year.
Vendor must complete the following information:
Year Business Established in []Collier County or ❑ Lee County:
Number of Employees (Including Owner(s) or Corporate Officers):
Number of Employees Living in ❑ Collier County or ❑ Lee (Including Owner(s) or Corporate Officers):
If requested by the County, vendor will be required to provide documentation substantiating the information given in
this affidavit. Failure to do so will result in vendor's submission being deemed not applicable.
Vendor Name:
Collier or Lee County Address:
Signature:
STATE OF FLORIDA
❑ COLLIER COUNTY ❑ LEE COUNTY
Date:
Title:
Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of
20
Notary Public
My Commission Expires:
(AFFIX OFFICIAL SEAL)
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COI ile�r County
Administrative Services Division
Procurement Services
Attachment 6: Immigration Affidavit Certification
Solicitation: 15 -6397 — Environmental & Biological Studies
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, Vendors / Bidders are
required to enroll in the E- Verify program, and provide acceptable evidence of their enrollment, at the
time of the submission of the vendor'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 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 Vendor / Bidder's proposal as non - responsive.
Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized
alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section
274A(e) of the Immigration and Nationality Act ( "INA ").
Collier County may consider the employment by any vendor 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 be grounds for unilateral termination of the contract by Collier County.
Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration
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 by the Department of Homeland Security in partnership with the Social Security Administration
at the time of submission of the Vendor's / Bidder's proposal.
Company Name
Print Name
Signature
State of
County of
Title
Date
The foregoing instrument was signed and acknowledged before me this day of ,
20_, by
who has produced as identification.
(Print or Type Name) (Type of Identification and Number)
Notary Public Signature
Printed Name of Notary Public
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.
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Cofer County
Administrative Services Division
Procurement Services
Attachment 7: Vendor Substitute W — 9
Request for Taxpayer Identification Number and Certification
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
return with your quote or proposal.
1. General Information (provide all information)
Taxpayer Name
(as shown on income tax return)
Business Name
(if different from taxpayer name)
Address City
State Zip
Telephone FAX Email
Order Information
Remit / Payment Information
Address
Address
City State Zip
City State Zip
FAX
FAX
Email
Email
2. Company Status (check only one)
_Individual / Sole Proprietor _Corporation _Partnership
_Tax Exempt (Federal income tax - exempt entity _ Limited Liability Company
under Internal Revenue Service guidelines IRC
501 (c) 3) Enter the tax classification
(D = Disregarded Entity, C = Corporation, P = Partnership)
3. Taxpayer Identification Number (for tax reporting purposes only)
Federal Tax Identification Number (TIN)
(Vendors who do not have a TIN, will be required to provide a social security number prior to an award of the contract.)
4. Sign and Date Form
Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge.
Signature Date
Title Phone Number
15 -6397
Environmental & Biological Studies
35
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CI L County
Administrative Services Division
Procurement Services
Attachment 8: Insurance and Bonding Requirements
Insurance / 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
$500.000 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
4. ® Indemnification
To the maximum extent permitted by Florida law, the
Contractor/Vendor /Consultant shall indemnify and hold harmless Collier
County, 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 the Contractor/Vendor /Consultant or anyone
employed or utilized by the Contractor/Vendor /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.
This section does not pertain to any incident arising from the sole negligence
of Collier County.
4. ® Automobile Liability
$ 500,000 Each Occurrence; Bodily Injury & Property Damage,
Owned /Non - owned /Hired; Automobile Included
5. ❑ Other insurance as ❑ Watercraft
noted:
Per Occurrence
❑ United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
$ Per Occurrence
❑ Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
$ 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
❑ Pollution $ Per Occurrence
❑ Professional Liability $ Per Occurrence
• $ 500,000 each claim and in the aggregate
• $1,000,000 each claim and in the aggregate
• $2,000,000 each claim and in the aggregate
❑ Professional Liability $ per claim and in
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• $1,000,000 per claim and in the aggregate the aggregate
• $2,000,000 per claim and in the aggregate
❑ Valuable Papers Insurance $ Per Occurrence
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.
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
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
category and the amount required shall not exceed 5% of the reported policy
holders' surplus, all as reported in the most current Best Key Rating Guide,
published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New
York 10038.
8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is
required to meet. The same Vendor shall provide County with certificates of insurance meeting the
required insurance provisions.
9. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for
Commercial General Liability where required.
10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board
of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The
Certificates of Insurance must state the Contract Number, or Project Number, or specific Project
description, or must read: For any and all work performed on behalf of Collier County.
11. ® Thirty (30) Days Cancellation Notice required.
LJB 2/2/2015
Vendor's Insurance Statement
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.
Name of Firm
Vendor Signature
Print Name
Insurance Agency
Agent Name
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Date
Telephone Number
15 -6397
Environmental & Biological Studies
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Coker County
Administrative Services Division
Procurement Services
Attachment 9: Reference Questionnaire
Solicitation: 15 -6397 — Environmental & Biological Studies
Reference Questionnaire for:
(Name of Company Requesting Reference Information)
(Name of Individuals Requesting Reference Information)
Name: Company:
(Evaluator completing reference questionnaire) (Evaluator's Company completing reference)
Email:
FAX:
Telephone:
Collier County is implementing a process that collects reference information on firms and their key personnel to be used
in 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 your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the
firm /individual 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."
Project Description:
Project Budget:
Change Orders - Dollars Added :
Completion Date:
Project Number of Days:
Change Orders - Days Added:
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).
3
Quality of work.
4
Quality of consultative advice provided on the project.
5
Professionalism and ability to manage personnel.
6
Project administration (completed documents, final invoice, final product turnover;
invoices; manuals or going forward documentation, etc.)
7
Ability to verbally communicate and document information clearly and succinctly.
8
Abiltity to manage risks and unexpected project circumstances.
9
Ability to follow contract documents, policies, procedures, rules, regulations, etc.
10
Overall comfort level with hiring the company in the future (customer satisfaction).
TOTAL SCORE OF ALL ITEMS
Please FAX this completed survey to:
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By
15 -6397
Environmental & Biological Studies
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Contract 15 -6397
Environmental & Biological Studies
FIXED TERM CONTRACT FOR SERVICES
THIS AGREEMENT is made and entered into this day of 20_, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and Turrell, Hall &
Associates, Inc., authorized to do business in the State of Florida, whose business address is 3584
Exchange Avenue, Naples, FL 34104, (hereinafter referred to as the "CONSULTANT ").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT
Environmental and Biological Services expeditiously when a need arises in connection with a
Collier County project; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER Environmental and Biological 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.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $100,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $500,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
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
written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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 CONSULTANT hereby designates Todd Turrell as its Principal in Charge (hereinafter referred
to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters
arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a
qualified Environmental and Biological Services professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsuftants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Environmental and Biological Services that will be required under this Agreement.
The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the
generally accepted standards of professional practice in the State of Florida, as well as in accordance
with all applicable laws, statutes, 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
the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at
F.S. § 119.0701(2)(a) -(d) and (3)) as follows:
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(2) In addition to other contract requirements provided by law, each public agency contract
for services must include a provision that requires the contractor to comply with public records laws,
specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided
to the public agency in a format that is compatible with the information technology
systems of the public agency.
(3) If a contractor does not comply with a public records request, the public agency shall
enforce the contract provisions in accordance with the contract.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER
of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of
each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT
of its obligation to deliver complete and accurate documents necessary for successful completion of
the Services required under the subject Work Order.
1.6 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
,)TD
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the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non - public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
`he 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.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
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
Services. With respect to the individuals with authority to authorize Additional Services under this
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Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and 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 Order to
the subject Work Order prior to starting such services. OWNER will not be responsible for the costs
of Additional Services commenced without such express prior written approval. Failure to obtain such
prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order. If OWNER determines that a change in a Work Order is required because of the
action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when
CONSULTANT knew or should have 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
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
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order
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authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(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,
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing
specifications, product literature, previous reports and any other data relative to
the subject Work Order;
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(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
(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
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Work Order. Services to be rendered by CONSULTANT shall be
commenced, performed and completed in accordance with the Work Order and the Schedule. Time
is of the essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any, cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
-)erformance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement is for one (1) year and may be renewed
annually for four (4) additional 1 year periods. Any such annual renewal shall be agreed to, in writing,
by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
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.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
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5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties, as provided in
Section 112.061, F.S., and all Contract - related mileage for trips that are from /to
destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5 %) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work
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
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
essence with respect to the timely submission of invoices under this agreement.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
5.8 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,
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incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all - inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
,rotes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than
working papers, prepared or developed by or for CONSULTANT under the applicable Work Order
( "Project Documents "). OWNER shall specify whether the originals or copies of such Project
Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all
costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
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Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such use by
OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one -half of an hour. At the
request of OWNER, or as specified in the Work 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.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify,
and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER and
any indemnified party. The duty to defend arises immediately upon presentation of a claim by any
party and written notice of such claim being provided to CONSULTANT. CONSULTANT'S obligation
to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the OWNER or an
indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
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 Board of County Commissioners, Collier County, Florida, as
an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a
severability of interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached 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
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
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
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed
by the subconsultant or
subcontractor so that
the subconsulting or
subcontracting thereof will
not prejudice such rights.
Where appropriate, the
CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub - subcontractors.
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so 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,
:hall proceed to completion under the terms of this Agreement.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 121
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
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limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -
five (45) days after such payment is due as set forth in the Work Order or such other-time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
CONFLICT OF INTEREST
13.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 14
MODIFICATION
14.1 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.
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ARTICLE 15
NOTICES AND ADDRESS OF RECORD
15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
Telephone: 239 -252 -8407
Fax: 239 - 252 -6480
15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Turrell, Hall & Associates, Inc.
3584 Exchange Avenue
Naples, FL 34104
Telephone: 239- 643 -0166
Fax: 239 - 643 -6632
Attention: Todd Turrell, President
Either party may change its address of record by written notice to the other party given in accordance
with requirements of this Article.
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ARTICLE 16
MISCELLANEOUS
16.1 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.
16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
16.4 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.
16.5 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.
16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
16.7 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
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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.
16.8 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.
16.9 This Contract consists of the following component parts, all of which are as fully a part of the
contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #15 -6397
Specifications /Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and
Schedule C — Insurance Coverage.
ARTICLE 17
APPLICABLE LAW
17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 18
DISPUTE RESOLUTION
18.1 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
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decision - making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision- making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 19
IMMIGRATION LAW COMPLIANCE
19.1 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 seg. and regulations
relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the taws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Environmental & Biological Studies the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
By:
Date:
Approved as to Form and Legality:
Assistant County Attorney
Witness
Typed Name and Title
Witness
Typed Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Tim Nance, Chairman
Turrell, Hall & Associates, Inc.
0
Typed Name and Title
41f
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SCHEDULE A
WORK ORDER/PURCHASE ORDER
Contract 15 -6397 "Environmental & Biological Studies"
Contract Expiration Date: —1201
This Work Order is for professional Environmental and Biological Services for work known as:
Project Name:
Project No:
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 assigned
to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I
* 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
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 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) ❑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.
PREPARED BY:
APPROVED BY:
APPROVED BY:
Task 1 $
Task II $
Task III $
TOTALFEE $
Name and Title
(Dept Name) , Division Director
type name, Department Administrator
Date
Date
Date
By the signature below, the Firm (including employees, officers andlor 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
arises during the Work Order and /or project duration.
ACCEPTED BY: (Company Name)
Name & Title of Authorized Company Officer Date
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SCHEDULE B: RATE SCHEDULE
RFP 15 -6397
"Environmental & Biological Studies"
Title
Standard Hourly
Rate
Principal
$175.00
Project Principal
$175.00
Project Manager
$125.00
Ecologist
$95.00
Permitting
$130.00
Senior Scientist
$125.00
Scientist
$95.00
Enivironmental Technician
$65.00
GIS Analyst
$90.00
AutoCad
$80.00
Expert Witness
$220.00
Administrative AssistantlClerical
$60.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by the County and
firm on a project by project basis as needed.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self- insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance policies 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsuitants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. if CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER -and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement 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)
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
(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:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability
X $500,000 Each Accident
$500,000 Disease Aggregate
$500,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
x General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
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."
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.
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(7) 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.
(8) Coverage shall be included for explosion, collapse or underground
property damage claims.
(9) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
Applicable ^Xr Not Applicable
(10) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
Applicable X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
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:
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x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(12) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(13) 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.
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Contract 15 -6397
Environmental & Biological Studies
FIXED TERM CONTRACT FOR SERVICES
THIS AGREEMENT is made and entered into this day of 20i, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and Earth Tech
Environmental, LLC, authorized to do business in the State of Florida, whose business address is
1455 Rail Head Blvd, Suite B, Naples, FL 34110, (hereinafter referred to as the "CONSULTANT ").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT
Environmental and Biological Services expeditiously when a need arises in connection with a
Collier County project; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER Environmental and Biological 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.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $100,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $500,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
"hereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 CONSULTANT hereby designates Donn Brown as its Principal in Charge (hereinafter referred
to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters
arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a
qualified Environmental and Biological Services professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Environmental and Biological Services that will be required under this Agreement.
The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the
generally accepted standards of professional practice in the State of Florida, as well as in accordance
with all applicable laws, statutes, 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
the Florida Public Records Law Chapter 118 (including specifically those contractual requirements at
F.S. § 119.0701(2)(a) -(d) and (3)) as follows:
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(2) In addition to other contract requirements provided by law, each public agency contract
for services must include a provision that requires the contractor to comply with public records laws,
specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided
to the public agency in a format that is compatible with the information technology
systems of the public agency.
(3) If a contractor does not comply with a public records request, the public agency shall
enforce the contract provisions in accordance with the contract.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER
of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of
each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT
of its obligation to deliver complete and accurate documents necessary for successful completion of
the Services required under the subject Work Order.
1.6 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
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the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non - public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all - inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance whether or not the County obtained
substitute performance.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
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
Services. With respect to the individuals with authority to authorize Additional Services under this
s
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Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and 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 Order to
the subject Work Order prior to starting such services. OWNER will not be responsible for the costs
of Additional Services commenced without such express prior written approval. Failure to obtain such
prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order. If OWNER determines that a change in a Work Order is required because of the
action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when
CONSULTANT knew or should have 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
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
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
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authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(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.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing
specifications, product literature, previous reports and any other data relative to
the subject Work Order;
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(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
(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
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Work Order. Services to be rendered by CONSULTANT shall be
commenced, performed and completed in accordance with the Work Order and the Schedule. Time
is of the essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANTS Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement is for one (1) year and may be renewed
annually for four (4) additional 1 year periods. Any such annual renewal shall be agreed to, in writing,
by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any)
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
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.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
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5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties, as provided in
Section 112.061, F.S., and all Contract - related mileage for trips that are from /to
destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsuitant 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.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work
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
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
essence with respect to the timely submission of invoices under this agreement.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
5.8 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,
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incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than
working papers, prepared or developed by or for CONSULTANT under the applicable Work Order
("Project Documents "). OWNER shall specify whether the originals or copies of such Project
Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all
costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
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Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such use by
OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one -half of an hour. At the
request of OWNER, or as specified in the Work 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.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify,
and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER and
any indemnified party. The duty to defend arises immediately upon presentation of a claim by any
party and written notice of such claim being provided to CONSULTANT. CONSULTANT'S obligation
to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the OWNER or an
indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
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
..olicy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as
an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a
severability of interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self - insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 Ail insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached 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
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
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
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-
; ubconsultants or sub - subcontractors.
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. it is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so 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.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
vent of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
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limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
CONFLICT OF INTEREST
13.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 14
MODIFICATION
14.1 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.
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ARTICLE 15
NOTICES AND ADDRESS OF RECORD
15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
Telephone: 239 - 252 -8407
Fax: 239 -252 -6480
15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Earth Tech Environmental, LLC
1455 Rail Head Blvd, Suite B
Naples, FL 34110
Telephone: 239 - 304 -0030
Fax: 239- 324 -0054
Attention: Donn Brown, President
Either party may change its address of record by written notice to the other party given in accordance
with requirements of this Article.
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ARTICLE 16
MISCELLANEOUS
16.1 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.
16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
16.4 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
%greement.
16.5 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.
16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
16.7 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
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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.
16.8 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.
16.9 This Contract consists of the following component parts, all of which are as fully a part of the
contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #15 -6397
Specifications /Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and
Schedule C — Insurance Coverage,
ARTICLE 17
APPLICABLE LAW
17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 18
DISPUTE RESOLUTION
18.1 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
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decision- making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 19
IMMIGRATION LAW COMPLIANCE
19.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Environmental & Biological Studies the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
By:
Date:
Approved as to Form and Legality:
Assistant County Attorney
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Tim Nance, Chairman
Earth Tech Environmental, LLC
By:
Witness
Typed Name and Title Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDERIPURCHASE ORDER
Contract 15 -6397 "Environmental & Biological Studies"
Contract Expiration Date: , 201
This Work Order is for professional Environmental and Biological Services for work known as:
Project Name:
Project No:
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 assigned
to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
• Task I
• 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
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 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) ❑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.
PREPARED BY:
APPROVED BY:
APPROVED BY:
Task/ $
Task II $
Task III $
TOTAL FEE $
Name and Title
(Dept Name) , Division Director
Date
Date
type name, Department Administrator Date
By the signature below, the Finn (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
arises during the Work Order and/or project duration.
ACCEPTED BY: (Company Name)
Name & Title of Authorized Company Officer Date
A -1 CAQ
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SCHEDULE B: RATE SCHEDULE
RFP 15 -6397
"Environmental & Biological Studies"
Title
Standard Hourly
Rate
Principal
$120.00
Project Principal
$120.00
Project Manager
$105.00
Ecologist
$80.00
Permitting
$105.00
Senior Scientist
$105.00
Scientist
$80.00
Enivironmental Technician
$66.00
GIS Analyst
$65.00
AutoCad
$65,00
Expert Witness
$150.00
Administrative Assistant/Clerical
$45.00
This list is not intended to be all- inclusive. Hourly rate fees- for other categories of
professional, support and other services shall be mutually negotiated by the County and
firm on a project by project basis as needed.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self- insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance policies 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non- renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
CAC)
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement 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)
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
(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:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability
X $500,000 Each Accident
$500,000 Disease Aggregate
$500,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? X Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
x General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
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."
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.
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(7) 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.
(8) Coverage shall be included for explosion, collapse or underground
property damage claims.
(9) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
Applicable ,X_ Not Applicable
(10) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
Applicable X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
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.
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x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(12) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(13) 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.
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Contract 15 -6397
Environmental & Biological Studies
FIXED TERM CONTRACT FOR SERVICES
THIS AGREEMENT is made and entered into this day of
6/23/2015 16.F.4.
20_, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and Kevin Erwin
Consulting Ecologist, Inc., authorized to do business in the State of Florida, whose business
address is 2077 Bayside Parkway, Fort Myers, FL 33901, (hereinafter referred to as the
"CONSULTANT ").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT
Environmental and Biological Services expeditiously when a need arises in connection with a
Collier County project; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER Environmental and Biological Services (hereinafter the
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"Services ") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $100,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $500,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and'schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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 CONSULTANT hereby designates Kevin Erwin as its Principal in Charge (hereinafter referred
to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters
arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a
qualified Environmental and Biological Services professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Environmental and Biological Services that will be required under this Agreement.
The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the
generally accepted standards of professional practice in the State of Florida, as well as in accordance
with all applicable laws, statutes, 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
the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at
F.S. § 119.0701(2)(a) -(d) and (3)) as follows:
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(2) In addition to other contract requirements provided by law, each public agency contract
for services must include a provision that requires the contractor to comply with public records laws,
specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided
to the public agency in a format that is compatible with the information technology
systems of the public agency.
(3) If a contractor does not comply with a public records request, the public agency shall
enforce the contract provisions in accordance with the contract.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER
of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of
each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT
of its obligation to deliver complete and accurate documents necessary for successful completion of
the Services required under the subject Work Order.
1.6 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
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the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non- public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance whether or not the County obtained
substitute performance.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
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
Services. With respect to the individuals with authority to authorize Additional Services under this
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Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and 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 Order to
the subject Work Order prior to starting such services. OWNER will not be responsible for the costs
of Additional Services commenced without such express prior written approval. Failure to obtain such
prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order. If OWNER determines that a change in a Work Order is required because of the
action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when
CONSULTANT knew or should have 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
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
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order
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authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(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.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations,
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing
specifications, product literature, previous reports and any other data relative to
the subject Work Order;
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(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
(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
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Work Order. Services to be rendered by CONSULTANT shall be
commenced, performed and completed in accordance with the Work Order and the Schedule. Time
is of the essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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additional compensation from OWNER. CONSULTANTS sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement is for one (1) year and may be renewed
annually for four (4) additional 1 year periods. Any such annual renewal shall be agreed to, in writing,
by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
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.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
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5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties, as provided in
Section 112.061, F.S., and all Contract - related mileage for trips that are from /to
destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5 %) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work
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
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
essence with respect to the timely submission of invoices under this agreement.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
5.8 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,
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incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all - inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than
working papers, prepared or developed by or for CONSULTANT under the applicable Work Order
( "Project Documents "). OWNER shall specify whether the originals or copies of such Project
Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all
costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
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Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such use by
OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one -half of an hour. At the
request of OWNER, or as specified in the Work 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.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify,
and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER and
any indemnified party. The duty to defend arises immediately upon presentation of a claim by any
party and written notice of such claim being provided to CONSULTANT. CONSULTANT'S obligation
to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the OWNER or an
indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
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 Board of County Commissioners, Collier County, Florida, as
an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a
severability of interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANTS own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached 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
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
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
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub -
subconsultants or sub - subcontractors.
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so 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.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANTS failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANTS failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 if, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
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limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
,provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
CONFLICT OF INTEREST
13.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 14
MODIFICATION
14.1 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.
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ARTICLE 15
NOTICES AND ADDRESS OF RECORD
15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
Telephone: 239 -252 -8407
Fax: 239- 252 -6480
15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Kevin Erwin Consulting Ecologist, Inc.
2077 Bayside Parkway
Fort Myers, FL 33901
Telephone: 239 -337 -1505
Fax: 239 - 337 -5983
Attention: Kevin Erwin, President
Either parry may change its address of record by written notice to the other party given in accordance
with requirements of this Article.
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ARTICLE 16
MISCELLANEOUS
16.1 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.
16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
16.4 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.
16.5 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.
16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
16.7 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
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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.
16.8 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.
16.9 This Contract consists of the following component parts, all of which are as fully a part of the
contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #15 -6397
Specifications /Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and
Schedule C — Insurance Coverage.
ARTICLE 17
APPLICABLE LAW
17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 18
DISPUTE RESOLUTION
18.1 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
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decision - making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 19
IMMIGRATION LAW COMPLIANCE
19.1 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 sea. and regulations
relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Environmental & Biological Studies the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date: By:
Tim Nance, Chairman
Approved as to Form and Legality:
Assistant County Attorney
Witness
Typed Name and Title
Witness
Typed Name and Title
Kevin Erwin Consultina Ecolooist, Inc.
JIM
Typed Name and Title
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SCHEDULE A
WORK ORDERIPURCHASE ORDER
Contract 15 -8397 "Environmental & Biological Studies"
Contract Expiration Date: .201
This Work Order is for professional Environmental and Biological Services for work known as:
Project Name:
Project No:
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 assigned
to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
• Task
• 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
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 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) ❑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 1 $
Task II $
Task 111 $
TOTALFEE $
PREPARED BY:
Name and Title
APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Administrator
Date
Date
By the signature below, the Firm (including employees, officers and /or agents) testifies, 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
arises during the Work Order and /or project duration.
ACCEPTED BY: (Company Name)
Name & Title of Authorized Company Officer Date
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SCHEDULE B: RATE SCHEDULE
RFP 15 -6397
"Environmental & Biological Studies"
Title
Standard Hourly
Rate
Principal
$125.00
Project Principal
$100.00
Project Manager
$95.00
Ecologist
$80.00
Permitting
$75.00
Senior Scientist
$95.00
Scientist
$80.00
Enivironmental Technician
$40.00
GIS Analyst
$60.00
AutoCad
$50.00
Expert Witness
$125.00
Administrative Assistant/Clerical
$40.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by the County and
firm on a project by project basis as needed.
`; 'A
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self - insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self - insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance policies 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement 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)
business days after the renewal of the poiicy(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
(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:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability
X $500,000 Each Accident
$500,000 Disease Aggregate
$500,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? X Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate
$300,000
Products /Completed Operations Aggregate
$300,000
Personal and Advertising Injury
$300,000
Each Occurrence
$300,000
Fire Damage
$ 50,000
General Aggregate
$500,000
Products /Completed Operations Aggregate
$500,000
Personal and Advertising Injury
$500,000
Each Occurrence
$500,000
Fire Damage
$ 50,000
x General Aggregate
$2,000,000
Products /Completed Operations Aggregate
$2,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$1,000,000
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."
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.
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(7) 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.
(8) Coverage shall be included for explosion, collapse or underground
property damage claims.
(9) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
Applicable —X_ Not Applicable
(10) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
Applicable _Xi Not Applicable
AUTOMOBILE LIABILITY INSURANCE
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:
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x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(12) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(13) 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.
AG
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Contract 15-6397
Environmental & Biological Studies
FIXED TERM CONTRACT FOR SERVICES
THIS AGREEMENT is made and entered into this day of 20_, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and Passarella &
Associates, Inc., authorized to do business in the State of Florida, whose business address is 13620
Metropolis Avenue, Suite 200, Fort Myers, FL 33912, (hereinafter referred to as the
"CONSULTANT').
WITNES SET H:
WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT
Environmental and Biological Services expeditiously when a need arises in connection with a
Collier County project; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER Environmental and Biological Services (hereinafter the
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"Services ") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $100,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $500,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
`hereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 CONSULTANT hereby designates Kenneth Passarella as its Principal in Charge (hereinafter
referred to as the "Principal in Charge°) with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified Environmental and Biological Services professional to serve as
CONSULTANT'S project coordinator for the Services to be provided under that Work Order
(hereinafter referred to as the "Project Coordinator'). The Project Coordinator is authorized and
responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and
administering all aspects of the Services to be provided and performed under the Work Order.
Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all
matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in
^,harge and the Project Coordinators shall devote whatever time is required to satisfactorily manage
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the services to be provided and performed by the CONSULTANT under the Work Order.
CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be
removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be
immediately replaced with a person acceptable to OWNER.
1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Environmental and Biological Services that will be required under this Agreement.
The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the
generally accepted standards of professional practice in the State of Florida, as well as in accordance
with all applicable laws, statutes, 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
the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at
F.S. § 119.0701(2)(a) -(d) and (3)) as follows:
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(2) In addition to other contract requirements provided by law, each public agency contract
for services must include a provision that requires the contractor to comply with public records laws,
specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided
to the public agency in a format that is compatible with the information technology
systems of the public agency.
(3) If a contractor does not comply with a public records request, the public agency shall
enforce the contract provisions in accordance with the contract.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER
of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of
each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT
of its obligation to deliver complete and accurate documents necessary for successful completion of
the Services required under the subject Work Order.
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1.6 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non - public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance whether or not the County obtained
substitute performance.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
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
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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 Purchasing Ordinance and 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 Order to
the subject Work Order prior to starting such services. OWNER will not be responsible for the costs
of Additional Services commenced without such express prior written approval. Failure to obtain such
prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order. If OWNER determines that a change in a Work Order is required because of the
action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when
CONSULTANT knew or should have 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
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
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(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.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing
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specifications, product literature, previous reports and any other data relative to
the subject Work Order;
(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
(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
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Work Order. Services to be rendered by CONSULTANT shall be
,ommenced, performed and completed in accordance with the Work Order and the Schedule. Time
is of the essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
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from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement is for one (1) year and may be renewed
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annually for four (4) additional 1 year periods. Any such annual renewal shall be agreed to, in writing,
by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any)
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
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.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
iimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
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performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties, as provided in
Section 112.061, F.S., and all Contract - related mileage for trips that are from /to
destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5 %) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work
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
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
essence with respect to the timely submission of invoices under this agreement.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
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5.8 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than
working papers, prepared or developed by or for CONSULTANT under the applicable Work Order
( "Project Documents "). OWNER shall specify whether the originals or copies of such Project
Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all
costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
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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
reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such use by
OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
dVork Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one -half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify,
and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER and
any indemnified party. The duty to defend arises immediately upon presentation of a claim by any
party and written notice of such claim being provided to CONSULTANT. CONSULTANT'S obligation
to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the OWNER or an
indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
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
,.olicy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as
an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a
severability of interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached 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
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
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
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 -
ubconsultants or sub - subcontractors.
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the temps of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either parry 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.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
'vent of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
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limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANTS sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive .days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
CONFLICT OF INTEREST
13.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 14
MODIFICATION
14.1 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.
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ARTICLE 15
NOTICES AND ADDRESS OF RECORD
15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
Telephone: 239 - 252 -8407
Fax: 239- 252 -6480
15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Passarella & Associates, Inc.
13620 Metropolis Avenue, Suite 200
Fort Myers, FL 33912
Telephone: 239 - 274 -0067
Fax: 239 - 274 -0069
Attention: Kenneth Passarella, President
Either party may change its address of record by written notice to the other party given in accordance
with requirements of this Article.
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ARTICLE 16
MISCELLANEOUS
16.1 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.
16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
16.4 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.
16.5 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.
16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
16.7 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
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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.
16.8 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.
16.9 This Contract consists of the following component parts, all of which are as fully a part of the
contract as if herein set out verbatim; Contractor's Proposal, Insurance Certificate, RFP #15 -6397
Specifications /Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and
Schedule C — Insurance Coverage.
ARTICLE 17
APPLICABLE LAW
17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 18
DISPUTE RESOLUTION
18.1 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
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decision - making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 19
IMMIGRATION LAW COMPLIANCE
19.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Environmental & Biological Studies the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
By:
Date:
Approved as to Form and Legality:
Assistant County Attorney
Witness
Typed Name and Title
Witness
Typed Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Tim Nance, Chairman
Passarella & Associates. Inc.
0
Typed Name and Title
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SCHEDULE A
WORK ORDER/PURCHASE ORDER
Contract 15 -6397 "Environmental & Biological Studies"
Contract Expiration Date: 201
This Work Order is for professional Environmental and Biological Services for work known as:
Project Name:
Project No:
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 assigned
to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
• Task I -
• 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
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 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) ❑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 1 $
Task II $
Task III $
TOTALFEE $
PREPARED BY:
Name and Title Date
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
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
arises during the Work Order and /or project duration.
ACCEPTED BY: (Company Name)
Name & Title of Authorized Company Officer Date
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SCHEDULE B: RATE SCHEDULE
RFP 15 -6397
"Environmental & Biological Studies"
Title
Standard Hourly
Rate
Principal
$190-00
Project Principal
$170.00
Project Manager
$115.00
Ecologist
$85.00
Permitting
$105.00
Senior Scientist
$105.00
Scientist
$85.00
Enivironmental Technician
$65.00
GIS Analyst
$70.00
AutoCad
$65.00
Expert Witness
$160.00
Administrative Assistant/Clerical
$52.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by the County and
firm on a project by project basis as needed.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self - insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance policies 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non- renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied 'or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement 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)
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
(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:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability
X $500,000 Each Accident
$500,000 Disease Aggregate
$500,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X^ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? X Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
x General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
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."
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.
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(7) 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.
(8) Coverage shall be included for explosion, collapse or underground
property damage claims.
(9) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
Applicable _X_ Not Applicable
(10) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
Applicable _X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
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:
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Contract 15 -6397
Environmental & Biological Studies
FIXED TERM CONTRACT FOR SERVICES
THIS AGREEMENT is made and entered into this day of
6/23/2015 161.4.
20i, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and CB &I
Environmental & Infrastructure, Inc., authorized to do business in the State of Florida, whose
business address is 4171 Essen Lane, Baton Rouge, LA 70809, (hereinafter referred to as the
"CONSULTANT ").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT
Environmental and Biological Services expeditiously when a need arises in connection with a
Collier County project; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER Environmental and Biological Services (hereinafter the
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"Services ") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $100,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $500,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(12) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(13) 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.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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 CONSULTANT hereby designates Thomas Pierro as its Principal in Charge (hereinafter
referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified Environmental and Biological Services professional to serve as
CONSULTANT'S project coordinator for the Services to be provided under that Work Order
(hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and
responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and
administering all aspects of the Services to be provided and performed under the Work Order.
Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all
matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in
Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage
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the services to be provided and performed by the CONSULTANT under the Work Order.
CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be
removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be
immediately replaced with a person acceptable to OWNER.
1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Environmental and Biological Services that will be required under this Agreement.
The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the
generally accepted standards of professional practice in the State of Florida, as well as in accordance
with all applicable laws, statutes, 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
the Florida Public Records Law Chapter 119 (inciuding specifically those contractual requirements at
F.S. § 119.0701(2)(a) -(d) and (3)) as follows:
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(2) In addition to other contract requirements provided by law, each public agency contract
for services must include a provision that requires the contractor to comply with public records laws,
specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided
to the public agency in a format that is compatible with the information technology
systems of the public agency.
(3) If a contractor does not comply with a public records request, the public agency shall
enforce the contract provisions in accordance with the contract.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER
of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of
each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT
of its obligation to deliver complete and accurate documents necessary for successful completion of
the Services required under the subject Work Order.
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1.6 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non - public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.7 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and/or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
oroject. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance whether or'not the County obtained
substitute performance.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
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
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Additional Services shall be 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 Purchasing Ordinance and 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 Order to
the subject Work Order prior to starting such services. OWNER will not be responsible for the costs
of Additional Services commenced without such express prior written approval. Failure to obtain such
prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order. If OWNER determines that a change in a Work Order is required because of the
action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when
CONSULTANT knew or should have 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
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
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(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.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing
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specifications, product literature, previous reports and any other data relative to
the subject Work Order;
(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
(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
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Work Order. Services to be rendered by CONSULTANT shall be
commenced, performed and completed in accordance with the Work Order and the Schedule. Time
is of the essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
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from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement is for one (1) year and may be renewed
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annually for four (4) additional 1 year periods. Any such annual renewal shall be agreed to, in writing,
by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
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.
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
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')erformance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties, as provided in
Section 112.061, F.S., and all Contract- related mileage for trips that are from/to
destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5 %) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work
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
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
essence with respect to the timely submission of invoices under this agreement.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
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5.8 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements
and /or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
County may also deduct or charge the Consultant for services and /or items necessary to correct the
deficiencies directly related to the Consultant's non - performance.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than
working papers, prepared or developed by or for CONSULTANT under the applicable Work Order
( "Project Documents "). OWNER shall specify whether the originals or copies of such Project
Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all
costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
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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
reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such use by
OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one -half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
8.2 The duty to defend under this Article 8 is independent and separate from the duty to indemnify,
and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER and
any indemnified party. The duty to defend arises immediately upon presentation of a claim by any
party and written notice of such claim being provided to CONSULTANT. CONSULTANT'S obligation
to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the OWNER or an
indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable
statute of limitations.
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ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
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 Board of County Commissioners, Collier County, Florida, as
an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a
severability of interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self - insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached 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 specked 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
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
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub -
subconsultants or sub - subcontractors.
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so 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,
;hall proceed to completion under the terms of this Agreement.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANTS failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
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limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
CONFLICT OF INTEREST
13.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 14
MODIFICATION
14.1 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.
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ARTICLE 15
NOTICES AND ADDRESS OF RECORD
15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
Telephone: 239 - 252 -8407
Fax: 239 -252 -6480
15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
CB &I Environmental & infrastructure, Inc.
4171 Essen Lane
Baton Rouge, LA 70809
Telephone: 561- 391 -8102
Fax: 561 - 391 -9116
Attention: Thomas Pierro, Vice President
Either party may change its address of record by written notice to the other party given in accordance
with requirements of this Article.
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ARTICLE 16
MISCELLANEOUS
16.1 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.
16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
16.4 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.
16.5 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.
16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
16.7 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
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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.
16.8 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.
16.9 This Contract consists of the following component parts, all of which are as fully a part of the
contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #16 -6397
Specifications /Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and
Schedule C — Insurance Coverage.
ARTICLE 17
APPLICABLE LAW
17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 18
DISPUTE RESOLUTION
18.1 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
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decision - making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 19
IMMIGRATION LAW COMPLIANCE
19.1 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 sea. and regulations
relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Environmental & Biological Studies the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
By:
Date:
Approved as to Form and Legality:
Assistant County Attorney
Witness
Typed Name and Title
Witness
Typed Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Tim Nance, Chairman
CB &I Environmental & Infrastructure, Inc.
By:
Typed Name and Title
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SCHEDULE A
WORK ORDERIPURCHASE ORDER
Contract 15 -6397 "Environmental & Biological Studies"
Contract Expiration Date: 201
This Work Order is for professional Environmental and Biological Services for work known as:
Project Name:
Project No:
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 assigned
to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
• Task
• 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
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this
Work Order.
Comvensation: 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) DTime &
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 1 $
Task II $
Task III $
TOTAL FEE $
PREPARED BY:
Name and Title Date
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
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
arises during the Work Order and /or project duration.
ACCEPTED BY: (Company Name)
Name & Title of Authorized Company Officer Date
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SCHEDULE B: RATE SCHEDULE
RFP 15 -6397
"Environmental & Biological Studies"
Title
Standard Hourly
Rate
-Principal
$215.00
Project Principal
$200.00
Project Manager
$145.00
Ecologist
$95.00
Permitting
$130.00
Senior Scientist
$1.20.00
Scientist
$95.00
Enivironmental Technician
$80.00
GIS Analyst
$90.00
AutoCad
$85.00
Expert Witness
$200.00
Administrative Assistant/Clerical
$65.00
This list is not intended to be all - inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by the County and
firm on a project by project basis as needed.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self - insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self- insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance policies 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement 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)
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
(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:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability
X $500,000 Each Accident
$500,000 Disease Aggregate
$500,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable —X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable —X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
x General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
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."
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.
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(7) 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.
(8) Coverage shall be included for explosion, collapse or underground
property damage claims.
(9) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
Applicable _X_, Not Applicable
(10) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
Applicable X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
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:
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x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(12) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(13) 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.
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