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Agenda 01/11/2011 Item #16C1 Agenda Changes Board of County Commissioners Meeting January 11, 2011 Withdraw Item 6B: Public Petition request by Keith M. Sowers requesting the Board of County Commissioners consider his request to participate in the Impact Fee Payment Assistance Program for the proposed U-Save Grocery Store in Immokalee. (Petitioner's request) Continue Companion Items 7A, 7B and lOB to the Februarv 22, 2011 BCC Meetine:: The Town of Ave Maria DOA-PL-2010-1751, SRAA-PL2010-1988 and Final Plat. (Petitioner's request) Add Item 9D: Recommendation that the Collier County Airport Authority rescind Collier County Airport Authority Administrative Code Policy No. 631 and require all rates and fees charged at the airports be set, and all airport related agreements and leases, be approved by the Collier County Airport Authority. (Commissioner Hiller's request) MOVE ITEM 16C1 TO ITEM 10F: RECOMMENDA TION TO AWARD CONTRACT #10-5599 TO STANTEC CONSULTING SERVICES, INC. IN THE AMOUNT OF $341,534; CONSTRUCTION ENGINEERING INSPECTION SERVICES FOR THE 1ST STAGE OF PHASE IV OF THE SOUTH RO WELLFIELD RA W WATER TRANSMISSION MAIN REPAIR PROJECT #70030 (STAFF'S REQUEST) Move Item 16F2 to Item 10E: Recommendation for the Board to approve an economic development agency report required by Section 125.045, Florida Statutes and authorize the County Manager to submit a copy of the report to The Office of Economic and Demographic Research. (Commissioner Hiller's request) Withdraw Item 16H5: Commissioner Fiala requests Board approval for reimbursement regarding attendance at a function serving a Valid Public Purpose. Attended the Marco Island Area Chamber of Commerce Annual Installation Celebration and Leadership Marco Graduation on January 9, 2011 on Marco Island, FL. $75 to be paid from Commissioner Fiala's travel budget. (Commissioner Fiala's request) Withdraw Item 16K2: Recommendation to approve an increase in the purchase order for Grant, Fridkin, Pearson, Athan & Crown to a total of $115,000 for the case of Ker Enterprises, Inc., d/b/a Armadillo Underground v. APAC-Southeast, Inc. v. Collier County, Case No. 09-8724-CA, now pending in the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida. (Vanderbilt Beach Road Project 63051) (Fiscal Impact an additional $50,000) (County Attorney's request) Note: Corredion to Item 16D7: In the Executive Summary, the Staff Recommendation section should read, "To approve and authorize the Chairman to sign three (3) lien agreements for deferral" rather than two (2) agreements for deferral. Time Certain Items: Item 51) to be heard at 10:00 a.m. Item 12A to be heard at 1:00 p.m. Aaenda Item No. 16C1 ~ January 11, 2011 Page 1 of 51 EXECUTIVE SUMMARY Recommendation to award Contract 10-5599 to Stantec Consulting Services, Inc., in the amount of $341,534, for Construction Engineering Inspection Services for the first stage of Phase IV of the South RO Wellfield Raw Water Transmission Main Repair Project, Project No. 70030. OBJECTIVE: The public purpose of this project is to provide a reliable raw water supply for the reverse osmosis water treatment system at the South County Regional Water Treatment Plant (SCR WTP) that serves customers throughout the water service area. This action is to award the Construction Engineering Inspection (CEI) ContraCt 10-5599. CONSIDERATIONS: On December 14, 2010, Agenda Item 10F, the Board approved the selection of Stantec Consulting Services, Inc., to provide Construction Engineering Inspection (CEI) Services. The CEI will provide construction inspectors to observe all construction and testing activities related to the first stage of Phase IV of the South RO Wellfield Raw Water Transmission Main Repair Project, Project No. 70030, which includes the re-commissioning of up to 11 wells and a portion of the wellfield transmission mains. The following actions were previously taken by the Board of County Commissioners (Board): · March 9, 2010, Agenda Item 16C4, the Board approved a budget amendment to provide initial emergency repairs to the failed pipeline. · June 8, 2010, Agenda Item 10C, the Board approved a budget amendment for additional project funding based on a more detailed assessment of the damage. · June 22, 2010, Agenda Item 16K3, the Board authorized filing civil action, if necessary, against Camp Dresser & McKee, Inc., Hazen & Sawyer, P.C., and John Reynolds & Sons, Inc., d/b/a Reynolds, Inc., to recover the cost of damages resulting from the pipeline failure. · October 12, 2010, Agenda item 10C, the Board was provided with updated information regarding the extent of repairs that would be necessary to completely restore the functionality of the pipeline to its original design intent and to amend the budget to complete the first stage of Phase IV repairs. · December 14, 2010, Agenda Item 10E, the Board awarded bid number 10-5596, "SRO Wellfield Raw Water Transmission Main Repair" to Mitchell & Stark Construction Company, Inc., in the amount of $1 ,812,000, to complete the first stage of Phase IV of the South RO \Xlellfield P,,-a\v \^/ater Translnission i\1ain Repair Project, Project No. 70030. The Selection Committee evaluated the proposals from Stantec and Johnson Engineering; and short listed Stantec. This finn was ranked higher because its approach, comprehensive team, and experience on similar work more fully reflected the requirements of this project. At the December 14, 2010 meeting, the Board approved the selection of Stantec to provide CEI Services. Based upon the Board's direction, Staff negotiated the contract and fee, subject to the Board's approval. Malcolm Pirnie, Inc., reviewed the fee and recommends award of the contract to Stantec (letter attached). Aaenda Item No. 16C1 ~ January 11, 2011 Page 2 of 51 This contract contemplates construction, repair and re-commissioning of 23 wells, in two stages. Staff estimates the entire cost for CEI services for both stages to be $800,000, the first of which includes re-commissioning up to 11 wells, including a portion of the wellfield transmission mains, and the second which includes repair and re-commissioning of the remaining wells and transmission main. Staff is requesting that the Board award the contract in the amount of $341,534 and proceed with the first stage at this time. Staff will return to the Board prior to the commencement of the second stage for authorization to proceed with that stage. FISCAL IMPACT: There is adequate funding available in the SRO Wellfield Raw Water Transmission Main Repair Project 70030, in the amount of $4, 132,019. The source of funding is Water User Fees (412). LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office, is legally sufficient for Board action and only requires a simple majority vote.-SRT. GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. RECOMMENDA TIONS: That the Board of County Commissioners, as Ex-officio Governing Board of the Collier County Water-Sewer District authorize: 1. the County Manager, or his designee, to issue a purchase order, in the amount of $341,534, and proceed with the first stage of the project; and "'" ~1 l' ,_' 1 . " J 1 1 ~, 1.4. _ _ J _ f"', L. lilt: cnarrman to SIgn ailU t:Xt:CUlt: lilt: sranuaru, noaru approvt:u Ah'Tt:t:mt:m ant:r review and approval by the County Attorney's Office. Prepared by: Alicia Abbott, Project Manager, Public Utilities Planning and Project Management. Agenda Item No. 16C1 January 11, 2011 Page 3 of 51 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 16C1 Recommendation to award Contract 10-5599 to Stantec Consulting Services, Inc., in the amount of $341 ,534, for Construction Engineering Inspection Services for the first stage of Phase IV of the South RO Wellfield Raw Water Transmission Main Repair Project, Project No. 70030. 1/11/2011 9:00:00 AM Meeting Date: Prepared By Alicia Abbott, E.!. Project Manager Date Public Utilities Division Public Utilities Engineering 12/20/20102:18:03 PM Approved By Mark Sunyak Project Manager, Principal Date Public Utilities Division Public Utilities Engineering 12/20/20102:19 PM Approved By Scott Johnson Purchasing Agent Date Administrative Services Division Purchasing & General Services 12/21/20108:24 AM Approved By Paul Mattausch Director - Water Date Public Utilities Division Water 12/21/20109:13 AM Approved By Pamela Libby Manager - Operations-WaterlWW Date Public Utilities Division Water 12/21/2010 11 :02 AM Approved By Steve Carnell Director - Purchasing/General Services Date Administrative Services Division Purchasing & General Services 12/21/201011:03 AM Approved By Margie Hapke Operations Analyst Date Public Utilities Division Public Utilities Division 12/21/201011:14 AM Approved By Tom Chmelik Project Manager, Senior Date Public Utilities Division Public Utilities Engineering 12/21/20101:10 PM Approved By Scott R. Teach Deputy County Attorney Date Agenda Item No. 16C 1 January 11, 2011 Page 4 of 51 County Attorney County Attorney 12/21/20104:25 PM Approved By Thomas Wi des Director - Operations Support - PUD Date Public Utilities Division Utilities Finance Operations 12/22/20108:58 AM Approved By James W. DeLony Public Utilities Division Administrator Date Public Utilities Division Public Utilities Division 12/23/2010 9:42 AM Approved By Jeff Klatzkow County Attorney Date 12/28/2010 2:53 PM Approved By Susan Usher Management/Budget Analyst, Senior Date Office of Management & Budget Office of Management & Budget 12/30/2010 1 :13 PM Approved By Mark Isackson Management/Budget Analyst, Senior Date Office of Management & Budget Office of Management & Budget 1/4/2011 9:28 AM MALCOLM PIRNIE Malcolm Plrnie, Inc. 8201 Peters Road. Suite 3400 Plantation, FL 33324 T: 954.761.3460 F: 954.761.7939 www.plrnle.com November 24, 2010 Alicia Abbott, Senior Project Manager Public Utilities Division County Government Center 3301 E. Tamiami Trail Naples, FL 34112 Re: Contract #10-5599, Professional Services Agreement Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Dear Ms. Abbott: Malcolm Pimie has reviewed the Qualifications Statement submitted by ST ANTEC CONSULTING SERVICES, INC., and the negotiated Professional Services Agreement referenced above. It is our opinion that the Scope of Services and negotiated fees contained therein, fairly represents the CEI services required during construction and rates commensurate with industry standards. The Agreement is based on a time and reimbursable expenses basis with a not-to-exceed cap on overall fees and expenses. Estimated services that are not required during construction will not be charged to the County. It is the recommendation of Malcolm Pimie that the Professional Services Agreement referenced above, be awarded to STANTEC CONSULTING SERVICES, INC. Please do not hesitate to contact me if you have any questions. Sincerely, --;':~7 L P 1 ( ~ ---- 7)'1' ) ""- _ Robert H. French, P.E., BCEE Senior Associate Solutions for Life'. ... '-,) Agenda Item No. 16C1 January 11, 2011 Page 6 of 51 Contract #10-5599 Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 14th day of December, 2010, 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 Stantec Consulting Services, Inc., authorized to do business in the State of Florida, whose business address is 3200 Bailey Lane, Suite 200, Naples, FL. 34105 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Construction Engineering Inspection (CEI) services of the CONSULTANT concerning South Reverse Osmosis Wellfield Construction (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional serJices that \,vill be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: D.l Agenda Item No. 16C1 January ii, 2011 Page 7 of 51 ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Construction Engineering Inspection (CEI) services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agenCies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Matt Taylor, PE. a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the 0-2 Agenda Item No. 16C1 January 11, 2011 Page 8 of 51 CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSUL TANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including the Local Government Prompt Payment Act (218.735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. D-3 Agenda Item No. 16C1 January 11,2011 Page 9 of 51 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization; without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (Le. right-of-way - ROW, centerlines - Cl, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. D-4 Agenda Item No. 16C1 January 11, 2011 Page 10 of 51 ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall fumish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in a written modification to the Agreement authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior tostarting such se~ices.. OWNr=R Will_not be responsible for the.costs ofAd~itional Services. commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided. that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 0-5 Agenda Item No. 16C1 January 11, 2011 Page 11 of 51 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for-OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 0-6 Agenda Item No. 16C1 January 11, 2011 Page 12 of.51 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE. THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; D-7 Agenda Item No. 16C1 January 11, 2011 Page 13 of 51 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S' disposal all available information in the OWNER'S possession pertinent to, the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by . the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to 0-8 Agenda Item No. 16C1 January 11, 2011 Page 14 of 51 have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided . ... -hereunder have been delayed' fora total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. D-9 Agenda Item No. 16C1 January 11, 2011 Page 15 of 51 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compellsation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, . notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible fora-U costs associated with delivering to OWNER the Project Docuinents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its selVices 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 D-IO Agenda Item No. 16C1 January 11, 2011 Page 16 of 51 Agreement or (b) the date the Project is completed, whichever. is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or 'utiiIzed by the CONSUL T ANT in the performance of this Agreement. this indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which othan/vise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an 0-11 Agenda Item No. 16C1 January 11, 2011 Page 17 of 51 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 applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and . -received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any 0-12 Agenda Item No. 16C1 January 11, 2011 Page 18 of 51 such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each - subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume tovv'ard the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall D-13 Agenda Item No. 16C1 January 11, 2011 Page 19 of 51 provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12,1. CONSULTANT'"shall.be consi"dered in m'aterial default 'ofthis Agreement"and such" default . will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 D-14 Agenda Item No. 16C1 January 11, 2011 Page 20 of 51 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be. limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the' event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably ---poss~bJe.-- .- ._-. 12.4. Upon tennination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed D-15 Agenda Item No. 16C1 January 11, 2011 Page 21 of 51 by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The D-I6 Agenda Item No. 16C 1 January 11, 2011 Page 22 of 51 CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit . costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents thatno persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party uniess in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CO NSUJ- T ANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Stephen Y. Carnell, Purchasing/General Services Director Tel: 239/252-8371 Fax: 239/252-6584 D-17 Agenda Item No. 16C1 January 11. 2011 Page 23 of 51 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Stantec Consulting Services, Inc. 3200 Bailey Lane, Suite 200 Naples, FL. 34105 Attn: Matt Taylor, PE. Tel: 239/649-4040 Fax: 239/643-5716 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. .17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. D-I8 Agenda Item No. 16C1 January 11, 2011 Page 24 of 51 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be D-19 Agenda Item No. 16C1 January 11, 2011 Page 25 of 51 brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee "'larking solely for CONSULTANT, any fee, com.mission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services 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." D-20 Agenda Item No. 16C1 January 11, 2011 Page 26 of 51 ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. St~t. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be biOught in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seo. 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. 0-21 Aaenda Item No. 16C1 ~ January 11, 2011 Page 27 of 51 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Construction Engineering Inspection (CEI) services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: Fred W. Coyle. Chairman Approved as to form and legal sufficiency: Assistant County Attorney STANTEC CONSULTING SERVICES, INC. By: ~~ ~zr__ Witness MATT TA'IUa.. , t'tC'IIIC'f'IIL Typed Name and Title D-22 Agenda Item No. 16C1 January 11, 2011 Page 28 of 51 Schedule A SCOPE OF SERVICES Contract #10-5599 Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction The SRO Wellfield Project consists of the following elements: 1. Twenty-three (23) raw water production wells to supply raw water from the Lower Hawthorn and Hawthorn Zone 1 aquifers. 2. Each well site including pumping and appurtenant equipment, concrete well vaults, perimeter retaining walls and fencing, local electrical power, lighting, lightning protection infrastructure, instrumentation and control panels, mechanical piping and appurtenances, paving, and landscaping. 3. Approximately 36,900 lineal feet of 8" to 36" fused PVC, HOPE and Ductile Iron raw water transmission and raw water collection mains, including related valves, fittings, air release valve (ARV) system, meters, and pig launching and receiving stations. 4. Primary and standby electrical power generation and distribution for twenty-three (23) well sites. 5. Integration of all well sites through a SCADA system. The Project includes the repair, rehabilitation, construction, testing and re-commissioning of the SRO Wellfield in accordance with plans and technical specifications prepared by the design engineer. The Project will commence from the northerly end of the SRO Wellfield and will progress southerly with the intent of re-commissioning the northern most wells and transmission mains as early as practicable during construction. Phase 1 of the Project will be designed, constructed and re-commissioned first. The County plans to evaluate the operation of Phase 1 after completion and re-commissioning for a period of not less than three (3) months and not more than one (1) year before proceeding with the final design and construction of Phase 2 of the Project. CEI services will be provided for both Phase 1 and Phase 2 of the Project in accordance with the CEI services Agreement. Th~ County will take beneficial use of pipeline segments that will allow the re-commissioning of single or multiple well clusters in Phase 1 only. Designated pipeline segments in Phase 1 will be completed with all pipeline, valves, fittings and appurtenances, including temporary isolation fittings, to allow a CCTV inspection of the pipeline segment, flushing debris from the pipeline, pressure testing, disinfection and sealing the pipeline segment until it can be connected to sufficient piping to allow the re-commissioning of individual or clusters of wells and transmission mains. This process of re-commissioning pipeline and well segments in Phase 1 will extend from the north end of the SRO Wellfield to the south to accommodate beneficial use of wells and pipe segments as early as practicable. It is anticipated that the beneficial use sequencing of pipe segments and wells in Phase 2 will not be required in advance of substantial completion of all work included in Phase 2. 0-23 Agenda Item No. 16C1 January 11. 2011 Page 29 of 51 Background The SRO Wellfield Expansion project provided additional wells to supply water to the South County Regional Water Treatment Plant (SCRWTP) SRO Expansion and was substantially completed on March 13, 2009. A failure occurred in the wellfield pipeline on February 19, 2010. Emergency repair work for the failed pipeline section has been initiated but not completed. Professional engineering services for the design of the repairs, replacements and re- commissioning of the SRO Wellfield pipeline, Phase 1, have been designed by the team of COM/Greeley and Hansen (ENGINEER or DESIGN ENGINEER). The Project will be conducted in two phases. Phase 1 will include the work required to re-commission the northerly portion of the SRO Wellfield. including Wells RO-16S through Well RO-26S and all piping and appurtenances thereto. Phase 2 will include the work required to re-commission the remainder of the SRO Wellfield. The CEI will provide professional services as described below for Phase 1 and Phase 2 of the Project. It is understood that the Phase 2 Scope of Work and fees for services will be developed, revised and updated based on the experience derived from Phase 1 and as mutually agreed in writing. Detailed Scope of Work - Phase 1 The CEI services will include the following tasks: TASK 1 - DETAILED OBSERVATION AND DOCUMENTATION 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 The CEI will provide Construction Inspector(s) to observe all construction and testing 'activities related to the Project, including removal and re-installation of the existing pjpe or appurtenances, and video and testing of existing mains. Each Construction Inspector will observe and document the activities of not more than two construction crews unless otherwise directed by the County. Construction documentation will be prepared on the day the construction activity takes place by the Construction Inspector(s). All construction documentation will be provided to the County not later than the first working day of the following week or more frequently if requested by the County. The Construction Inspector(s) will provide the following services. D-24 Agenda Item No. 16C1 January 11, 2011 Page 30 of 51 1.1 - Construction Observation - Each Construction Inspector will conduct on-site observations and inspections of all construction activities on the Project to ensure that all work is completed in accordance with the Contract Documents. The Construction Inspector will inform an on-site representative of the construction contractor of any concerns related to conformance of the work with the Contract Documents (a concern or an Issue) as an attempt to resolve any concern or issue on-site. .If the concern or issue is not i(l1mediately resolved in the field, the Construction Inspector shall inform the ENGINEER and the COUNTY in writing about the concern or issue within eight (8) business hours, but not more than one business day after the discovery of any concern or issue. ENGINEER will be responsible for investigating the concern or issue and resolving the same through a written directive to the construction contractor and so inform the COUNTY and the CEI in writing. This protocol will be initiated any time the Construction Inspector becomes aware of any construction that is unsatisfactory, faulty or defective, does not conform to the Contract Documents, does not meet the requirements of any inspections, tests or approval required to be made, or has been damaged before final payment. Each Construction Inspector will maintain a separate issue Resolution Log documenting any issue or concern that is conveyed in writing to the ENGINEER, including the written directive resolving the issue or concern. 1.2 - Daily Log and Construction Documentation - Each Construction Inspector will prepare a daily log recording activities and details related to the work on a form approved in advance by the COUNTY. Information will be recorded in the daily log on each day construction activities occur. The daily log entries will record all aspects of the construction during that day including, but 'not .limited to:, _ construction crew (labor). .details, equipment used, materials used,. compliance testing and inspection performed, site conditions, trench conditions, backfill material used, dewatering methods, compaction methods, location of the work, and all relevant details related to the Work. The Daily Log will reference the digital photographs and or video taken with appropriate file names and file locations. In addition to the construction details, the daily log will contain information' related to: time and hours on the job site, weather conditions, data pertaining to questions of quantities of materials used, extras or deductions, list of visiting officials and representatives of manufacturers, fabricators, suppliers and distributors, observations in general and specific observations in more detail as in observing test procedures, conformance inspection of materials and fitting; name plate data for equipment and material installed, and other information requested by the COUNTY. The daily log, photograph files and other construction documentation will be provided to the COUNTY by the CEI on a weekly basis in an electronic file on a digital CD and a printed copy on the first day of the week following the week of daily logs. . 1.3 - Photographic Record..;.. Each Construction Inspector will provide a comprehensive digital photographic record of all construction activities related to the Project. The digital file names will be referenced in the daily log along with a brief description of the photograph, the date and time of the photograph and the name of the photographer. The digital files will be transferred to a digital CD and submitted weekly to the COUNTY along with the construction documentation. The photographs will be printed in high resolution color, two captioned photos per 8 %" x 11" sheet, printed one side only. The prints will be provided to the COUNTY weekly with the construction documentation. Video will be provided in digital format. 1.4 - General Coordination - CEI will coordinate all activities related to the multiple-Beneficial Use of completed segments of the Project during Phase 1, between the construction contractor, the ENGINEER and the COUNTY. CEI will oversee substantial and final completion inspections, and prepare and maintain the punch list, including follow-up inspections to ensure that punch list items are corrected and/or completed. D-25 Agenda Item No. 16C1 January 11, 2011 Page 31 of 51 1.5 - Observe Regulatory Agency Inspections - The CEI will accompany visiting inspectors representing any regulatory agencies having jurisdiction over the Project and will record all discussions and the outcome of these regulatory inspections in the daily logs. 1.6 - Construction Progress Meetings - The CEI will coordinate weekly progress meetings chaired by the COUNTY Project Manager, with the construction contractor and the COUNTY to review prOject status and identify issues that may affect the Project. The CEI will prepare a DRAFT Agenda at least two days in advance of the each meeting and issue written meeting notes identifying a summary of the discussion, conclusions and any risks that have been encountered or are expected within two days after the meeting to the COUNTY and the construction contractor. 1.7 - Substantial Completion Inspections - The CEI will conduct substantial completion inspections when requested by the construction contractor and the ENGINEER recommends that the work is sufficiently complete to warrant a substantial completion inspection. During the substantial completion inspection the Construction Inspector will prepare a punch list of items requiring completion or correction to the satisfaction of the ENGINEER and the COUNTY. The CEI will be responsible for maintaining the punch-list and issuing updates to the punch-list on a weekly basis. The CEI will coordinate and participate in the final walk-through to ensure that the punch-list items are completed to the satisfaction of the ENGINEER and the COUNTY. All services related to the Substantial Completion Inspection shall be provided separately for Phase .. ... 1 and Phase 20f.the Project. 1.8 - Final Completion Inspection - Upon the request of the construction contractor and concurrence of the ENGINEER and the COUNTY, the CEI will conduct final inspections of portions of the project, as they are finished to detennine if construction has been completed in accordance with the Contract Documents and the construction contractor has fulfilled all obligations therein. Based on the results of the final inspection, the CEI will judge the work complete or not complete. If the work is judged complete, the CEI will issue a "notice of final acceptance and 'recommendation for final payment". If the work is judged not complete, the CEI will issue written instructions to the construction contractor identifying the work judged not complete. Upon provision of the construction contractor evidence or assurance that the deficiencies noted above have been corrected or completed, a second final inspection will be scheduled to verify that the outstanding issues have been resolved and the CEI can issue a "notice of final acceptance and recommendation for final payment". All services related to the Final Completion Inspection shall be provided separately for Phase 1 and Phase 2 of the Project. 1_9 - Final Construction Certification - Upon issuance of a "notice of final acceptance and reconimendation for final payment" the CEI will provide a signed and sealed certification by a professional engineer in responsible charge of the work provided by the Construction Inspectors stating that the "Project has been completed by the construction contractor in accordance with the Plans and Specifications of the Contract Documents as amended by the ENGINEER". All services related to the Final Construction Certification shall be provided separately for Phase 1 and Phase 2 of the Project. D-26 Agenda Item No. 16C1 January 11, 2011 Page 32 of 51 TASK 2 - CEI PROJECT MANAGEMENT SERVICES 2.1 2.2 2.3 2.4 2.5 2.1 - General Management and Oversight - The CEI will provide support services customarily related to the construction observation and inspection of similar projects including, but not limited to: a. Attend monthly In-Progress Review (IPR) meetings with the COUNTY to update the Project Delivery Team on the status of the Project during construction. b. Participate in two (2) pre-construction coordination meetings with the COUNTY and a pre-construction meeting with the COUNTY and the general contractor. c. Participate in other meetings as described or implied herein. d. Prepare and submit monthly construction summary reports to the ENGINEER and the COUNTY. e. Review the construction contractor's monthly applications for payment and accompanying data and recommend approval of payments due to the construction .-.. contractor.TheCEl's recommendation. of any payment requested in an application for- payment shall constitute a representation by the CEI to the COUNTY as an experienced and qualified professional, that based on CEI's onsite observations and inspections of construction in progress; that the construction quantities in the applications for payment accurately reflects the progress of the work and that the work is constructed in accordance with the Contract Documents. The CEI will process pay requests in accordance with the Florida Prompt Payment Act. All incoming pay requests processed by the CEI shall be mechanically stamped with the date received. f. The CEI will review the monthly updates to the construction schedule prepared by the construction contractor. g. The CEI will provide such field testing and verification that all materials, equipment and supplies installed or utilized on the Project are in full accordance with the Contract Documents and approved Shop Drawings provided by the ENGINEER h. Within one week after the construction contractor notifies the ENGINEER and the County that the Work on the Project (for each Phase) is substantially complete in accordance with the Contract Documents, the CEI will provide a signed and sealed certification by a professional engineer registered in the State of Florida, that the Work was done under his supervision and performed in accordance with the Contract Documents, including all approved shop drawings and change orders except as noted. 2.2 - Coordination of Shop Drawings, Contract Interpretations and Clarifications - The CEI will coordinate with the design engineer regarding the issuance of interpretations and clarifications of Contract Documents during construction. The DESIGN ENGINEER shall be responsible for technical review and decisions regarding interpretation and clarification of Contract Documents. The CEI shall coordinate the DESIGN ENGINEER's decisions and responses with the construction contractor. D-27 Agenda Item No. 16C1 January 11, 2011 Page 33 of 51 2.3 - Monitor Project Records - The CEI shall monitor all required Project records, including but not limited to delivery schedules, inventories and construction reports. 2.4 - As Constructed Field Drawings - Each Construction Inspector shall maintain red pencil "mark-up" notations and sketches on full size construction plans that reflect the actual details of constructed facilities. These ConstruCted Field Drawings will be used by the CEI to validate the "As Builf documentation provided by the construction contractor. The CEI will notify the ENGINEER and the construction contractor of any differences in the documents maintained by the general contractor and the CEI on a weekly basis for resolution by the ENGINEER. 2.5 - Start-up and Re-commissioning Support - The CEI will assist: the COUNTY, the ENGINEER and the construction contractor during start-up of each segment designated for Beneficial Use by the COUNTY, including but not limited to signing off on regulatory permits and general coordination between the ENGINEER, COUNTY and construction contractor. TASK 3 - ADDITIONAL SERVICES I 3.0 I Additional Services (Allowance) 3.1 - Additional Services (as authorized in writing) -In accordance with Article 2 of the Agreement, in the event that other services related to the repair and re-commissioning of the .SRO. Wellfield, which. may. arise during the .course of the work,..b.ut were not envisioned as-part of the original or amended scope of work; CEI shall submit a proposal to perform Additional Services prior to the performance of the work. The proposal shall include the specific services to be performed, time to complete, compensation, and an explanation as to why the services were not previously envisioned as part of the scope of work. The proposed Additional Services must be approved by the COUNTY's Project Manager in writing in advance of performance of said Additional Services. Failure to notify the COUNTY in writing of Additional Services shall be- deemed a waiver of any claim by the CEI that such services were Additional Services. Written authorization from the COUNTY will be required for any charges that exceed the predetermined upper limit. Task 4 - Miscellaneous Reimbursable expenses Miscellaneous Reimbursable expenses END OF SCHEDULE A D-28 Agenda Item No. 16C1 January 11, 2011 Page 34 of 51 SCHEDULE B BASIS OF COMPENSATION Contract #10-5599 Construction Engineering Inspection Services for South Reverse Osmosis Wellfield Construction TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of: Mark Sunyak, Project Manager Collier County Public Utilities Division 3339 Tamiami Trail East, Suite 303 Naples, FL. 34112 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. ITEM TASK ESTIMATED AMOUNT: Detailed Observation and Documentation 1.1 Construction Observation $ 165,880 1.2 Daily Log and Construction Documentation $ 15,984 1.3 Photographic Record $16,040 1.4 General Coordination $ 17,072 1.5 Observe Regulatory Agency Inspections $6,528 1.6 Construction Progress Meetings $ 25,136 1.7 Substantial Completion Inspections $8,600 1.8 Final Completion Inspection $3,566 1.9 Final Construction Certification $1,604 eEl Project Management Services 2.1 General Management & Oversight $ 32,488 2.2 Coordination of Shop Drawings $ 3,720 2.3 Monitor Project Records $ 9,920 2.4 As Constructed Field Drawings $ 1,632 2.5 Start-up and Re-commissioning Support $ 8,364 3.0 Additional Services (Allowance) $ 20,000 D-29 Agenda Item No. 16C1 January 11, 2011 Page 35 of 51 4.0 Miscellaneous Reimbursable expenses $ 5,000 TOTAL FEE NOT TO EXCEED (Total Items 1.1 through 4.0) $ 341,534 B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in. accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5, The.c::omp'en~p.ticm. provided for under S~ctions 2.1 of this Schedule B, shall be the total and complete amount payable to CONSUL TANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything. in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. 8.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or with in 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 0-30 Agenda Item No. 16C1 January 11, 2011 Page 36 of 51 submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. 8.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061 , Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shail consist oniy of the foilowing items: 5. B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 8.3.5.1.3. Permit Fees required by the Project. 8.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWN ER. 6. 8.3.5.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. D-31 Agenda Item No. 16C1 January 11, 2011 Page 37 of 51 B.3.5.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. END OF SCHEDULE B. D-32 Agenda Item No. 16C1 January 11, 2011 Page 38 of 51 ATTACHMENT 1 TO SCHEDULE B. Contract #10-5599 Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction Consultant's Employee Hourly Rate Schedule Personnel Cateaorv Standard Hourly Rates Client Manager $190.00 per hour Sr. Project Manager $165.00 per hour Contract Specialist $124.00 per hour Electricall&C $142.00 per hour Sr. Field Inspector #1 $109.00 per hour Sr. Field Inspector #2 $ 95.00 per hour Field Inspector $ 81.00 per hour Clerical $ 59.00 per hour This list may not be all-inclusive. Hourly rate fees for other categories and other services may be mutually agreed by the County and CONSULTANT as needed. END OF ATIACHMENT 1 TO SCHEDULE B 0-33 Agenda Item No. 16C1 January 11. 2011 Page 39 of 51 SCHEDULE C - PROJECT MILESTONE SCHEDULE Contract #10-5599 Construction Engineering Inspection Services for South Reverse Osmosis Wellfield Construction. Phase I: Task 1.0 Preliminary Analysis - not to exceed 365 days from issuance of Notice to Proceed 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 ort Task 3.0 eEl Proiect ManaQement Services: Not to exceed 365 days from the issuance of the Phase I Notice to Proceed l 3.0 I Additional Services (Allowance) Phase II: Task 1 - Detailed observation and documentation - Not to exceed 365 days from the issuance of the Phase II Notice to Proceed Task 2- CEI Project Management Services- Not to exceed 365 days from the issuance of the Phase" Notice to Proceed END OF SCHEDULE C D-34 Agenda Item No. 16C1 January 11, 2011 Page 40 of 51 SCHEDULE D INSURANCE COVERAGE. (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance 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 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 D-35 Agenda Item No. 16C1 January 11, 2011 Page 41 of 51 shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) D-36 Agenda Item No. 16C1 January 11, 2011 Page 42 of 51 of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee' X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (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 D-37 Agenda Item No. 16C1 January 11, 2011 Page 43 of 51 . (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage X General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage 0-38 $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 Agenda Item No. 16C 1 January 11, 2011 Page 44 of 51 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured. retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable x Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable x Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No D-39 Agenda Item No. 16C1 January 11, 2011 Page 45 of 51 (1) ALitomobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _ $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate D-40 Agenda Item No. 16C1 January 11, 2011 Page 46 of 51 _X_ $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits p'rol.Jision.lri addition, CONSULTANT shall also notify OWNER by certified mail, within tWenty'- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by COf'-J8UL TA~~T from its insurer. In the event of mOie than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY D-41 Agenda Item No. 16C1 January 11, 2011 Page 47 of 51 (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D.42 ''''''''''' . ^ &:,1 I ~ ACORD", CERTIFICATE OF LIABILITY INSURANCE DATE (MMlDDIYY) 12/1712010 PRODUCER Serial # 740 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION AON REED STENHOUSE, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE I HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR AON RISK SERVICES CENTRAL, INC. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 900 -10025 -102A AVENUE, EDMONTON, AS T5J OY2 INSURERS AFFORDING COVERAGE TEL: (780) 423-9801 FAX: (780) 423-9876 INSURED WILSONMILLER, INC.; , INSURER k ZURICH AMERICAN INSURANCE COMPANY STANTEC CONSULTING SERVICES INC. INSURER B: ZURICH AMERICAN INSURANCE COMPANY CENTER 3200, BAILEY LANE, SUITE 200 INSURER c: ZURICH INSURANCE COMPANY NAPLES, FL 34105-8507 INSURER D: ZURICH AMERICAN INSURANCE COMPANY I INSURER E: LLOYD'S OF LONDON COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN~ TYPE OF INSURANCE POLICY NUMBER p~.~ EFFECnvE POUCY EXPIRATION UMITS ~ERAL UAIlIUTY EACH OCCURRENCE $ 1,000,000 A ~ ::::rMERCIAl GENERAl LIABILITY GL06556026 05/01/10 05/01/11 FIRE DAMAGE (Anyone fire) $ 300,000 _ CLAIMS MADE IIJ OCCUR MED EXP (Anyone person) $ 10,000 X <XINJRACl\JAlJC LJ.<lIOUTV XCU COVER INCLUDED PERSONAL & Ami INJURY $ 1,000,000 X ~RS &CONTRACTORS PROTEClIVE GENERAL AGGREGATE 2,000,000 $ ~'LAGG~mEI LIMIT AmS PER: PRODUCTS-COMP~PAGG $ 1,000,000 POLICY X ~~,9;: X LOC ~UTOMOBILE UABILITY BAP5940882 11/01/10 11/01/11 COMBINED SINGLE LIMIT $ 1,000,000 B X AN'( AUTO (Ee accident) I-- I-- ALL OWNED AUTOS BODILY INJURY (p~r P8.i'SCln! _ $ I-- SCHEDULED AUTOS ... . - - '.' "_'0 .. -... . ..-.- --- HIRED AUTOS BODILY INJURY (Per eccldent) $ :-- NON-OVllNED AUTOS PROPERTY DAMAGE $ (Per accident) ~RAGE UABIUTY AUTO ONLY - EA ACCIDENT S NOT ANY AUTO OTHER THAN EA ACC $ APPUCABLE AUTO ONLY: AGG $ EXCESS UABIUlY EACH OCCURRENCE $ 5,000,000 C 1]" OCCUR 0 CLAIMS MADE 8831307 05/01/10 05/01/11 AGGREGATE $ 5,000,000 EXCESS GENERAL, ALJrO AND s ;1 DEDUCTIBLE EMPLOYERS LIABILITY (FOLLOW s X RETENTION $ 10,000 FORM) S WORKERS COMPENSATION AND WC5940881 11/01/10 11101/11 X I we ST"\I1:l:" I IOTH- TORYLI T ER- D EMPLOYERS' lIABILITY EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E OTHER QK1002009 08/01/10 08/01/11 CLAIM & AGGREGATE LIMIT $2,000,000 PROFESSIONAL LIABILITY INCLUSIVE OF COSTS INCLUDING ENVIRONMENTAL CLAIMS MADE BASIS NO RETROACTIVE DATE DESCRIPTION OF OPERATIONS/LOCA TIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS NAPLES, FL-SCSI. STANTEC PROjECT #1773. CLIENT CONTRACT #10-5599, RE: CONSTRUCTION ENGINEERING INSPECTION (CEi) SERVICES FOR SOUTH REVERSE OSMOSIS WELLFIELD CONSTRUCTION. COLLIER COUNTY GOVERNMENT IS INCLUDED AS AN ADDITIONAL INSURED BUT ONLY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. THIS COVER IS PRIMARY AND OTHER INSURANCE IS EXCESS AND NON-CONTRIBUTORY. CERTIFICA TE HOLDER I X I ADDI110NAL INSURED' INSURER LETTER' A CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY FLORIDA DAlE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL..2Q... DAYS WRITlEN ATTN: STEPHEN Y. CARNELL. DIRECTOR PURCHASING I GENERAL NOTICE TO. THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL SERVICES IMPOSE NO OBUGATION OR LIABIUlY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 3327 TAMIAMI TRAIL EAST REPRESENTA TlVES. NAPLES FL 34112 ~RIZED ~SEN'TIVE . I ~ .I/f/~ Agenda Item No. 16C1 January 11, 2011 D AQ f ACORD 25-S (7/97) STANTEC2010-11-FLORIDA.FP5 @lACORD CORPORATION 1988 ~ Agenaa Item 1\10. 'I bel January 11, 2011 D~-o AQ ~f "'1 ACORD... CERTIFICATE OF LIABILITY INSURANCE I DATE puwllM') 11/0112010 PRODUCER Serial # 357 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION AON REED STENHOUSE, INC. .. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR AON RISK SERVICES CENTRAL, INC. , ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. 900 - 10025 - 102A AVENUE, EDMONTON, AB T5J OY2 INSURERS AFFORDING COVERAGE TEL: (780) 423-9801 FAX: (780) 42~9876 --..... INSURED WlLSONMILLER, INC.; INSURER II.: ZURICH AMERICAN INSURANCE-COMPANy -- STANTEC CONSULTING SERVICES INC. INSURER B: ZURICH AMERICAN INSURANCE COMPANY ZURICH INSURANCE COMPANY ~ CENTER 3200, BAILEY LANE, SUITE 200 INSURER C: NAPLES, FL 34105-8507 r----- ZURICH AMERICAN INSURANCE COMPANY , l~RER D: '-." I : INSURER E: LLOYD'S OF LONDON COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING N-lY REQUIREMENT, TERM OR CONDITION OF PNf CONTRACT OR O:THER DOCUMENT WITH RESPECT TO WHICH THIS CERTIRCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUQi POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. --~-~- ,.M I TYPE OF INSURANCE POUCY NUllBER POUCY EFFECllVE POLlCY EXPIRATION ~~NERAL UABIUTY A I X COMMERCIAL GENERAL UABILlTY GL06556026 CD ClAIMS MADE 00 OCCUR I X CONTRACTUALlCROsSLlAB1lITY XCU COVER INCLUDED ~ ~ =~~~t~~ ~N'L AGGREGATE LIMIT APPLIES PER: I I POUCY !Xl P'Jl~ fXl LOC ~OMOBlLE LlABlUTY B ~ AtfYAUTO _ ALL OWNED AIJTOS __ SCHEDULED AIJTOS _ HIRED AUTOS NON-<JWNEDAUTOS 05/01/10 05/01/11 , UIITI EACH OCCURRENCE S 1,000,000 ;;;:;~ DAMAGE (Any ane fire) J ~_.~Q,OOO . ~~EXP(Anyone_~s .. 10,000 PERSONAl & ADV INJ~~._ s.__~~O,ooO GENERAL AGGREGATE ...!.._... .~oo~!..OOO ~ROOUC~.:.90M~,QP !-~ '..!.._ ._.~OO!JpOO_ BAP5940882 11/01/1 0 11101/11 COMBINED SINGLE LIMIT (Ee 8a:idenl) 1,000,000 -...-- BOOlL Y INJURY i S (Per person) =t BOOILY1NJUR~' --' S -- (Per 8a:idont) ..-.-..--. --p.... -- ~-------_.- GARAGE UA8ll1TY R' AtfY AUTO exCESS UA8IUTY C 00' OCCUR 0 CLAIMS MADE 8831307 EXCESS GENERAL. AUTO AND EMPLOYERS LIABILITY (FOLLOW FORM) : WC5940881 05/01/10 PROPERTY DAMAGE i. $ (Per accident) AIJTO ONlY - EA ACCIDENT I s NOT OTHERTHAN EAAccd~~PLlCABLE ~ AUTO ONLY: AGG S ~~~~I:'.'!l~~___ ._. ~__ 5,000,000... 05/01111 AGGREGATE $ 5,000,000 ...._----~._----- ----.-...------- --_._~-_._-- '..!..--..-.-- $ --.-------.--.- S 11/01/11 .~J.!~nfJl!~.fJ~~ ___.. E.L EACH ACCIDENT I S 1.0qQ..OO~ . E.Li~~~~~~~!.!~!:OYEti_.._ 1,000,000 E.LDISEASE-POLlCYLIMIT i s 1,000,000 08/01/11 CLAIM & AGGREGATE LIMIT $2,000,000 . INCLUSIVE OF COSTS.. CLAIMS MADE BASIS h DEDUCTIBLE IX1 RETENTION S 10,000 WORKERS COMPENSATION AND D EMPLOYERS' LIABIlITY 11/01/10 E OTHER QK1002009 PROFESSIONAL LIABILITY INCLUDING ENVIRONMENTAL NO RETROACTIVE DATE 08101/10 DESCRlPllON OF OPERAnONIIII.:OCAnDNS/VEH1ClES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS NAPLES, FL. RE: FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY, COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, NAPLES, FLORIDA. CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED BUT ONLY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. CERTIFICATE HOLDER I X I ADDmONAL INSURED: INSURER lETTER: A CANCELLATION COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 3301 EAST TAMIAMI TRAIL NAPLES, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRmEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBUGAllON OR UABlUTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. A~IZED ,R~~SENT1iJlVE ~~R(A/~.;;?JT I ACORD 25-5 (1/91) STANTEC201 D-11-FLORIDA.FP5 ~ACORD CORPORATION 1988 Agenda Item No. 16C 1 January 11, 2011 Page 50 of 51 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act. Section 287.055, Florida Statutes, Stantec Consulting Services, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction are accurate, complete and current as of the time of contracting. STANTEC CONSULTING SERVICES, INC. # BY: TITLE: f/CATT TAYL.OL I PtcJ..JC.t'AL- DATE: ..,J-./,o , -, , I · E-l Aaenda Item No. 16C1 ~ January 11, 2011 Page 51 of 51 SCHEDULE F KEY PERSONNEL, SUBCONSUL T ANTS AND SUBCONTRACTORS Contract #10-5599 Construction Engineering Inspection Services for South Reverse Osmosis Wellfield Construction Project Manager Matt Taylor, PE. 8.6% Client Manager John English, PE. 2.0% Field Manager Kevin Thompson 34.7% Protocols & Documentation Corey Best 16.4% Instrumentation & Control Greg Schofer 1.2% Engineering Inspection James Heffelfinger 34.7%. Clerical Bonnie Lomski 2.4% F-l ~-(JY) 1(0 G I Memorandum To: Leo Ochs, County Manager County Commissioners County Attorney From: Len Price, Administrative Services Division Administrator Date: January 7, 2011 Subject: SRO Pipeline repair Project Executive Summary for CEI Services BCC Meeting January 11,2011, Item 16C1 The purpose of this memo is to request 'Walk on" changes to the Executive Summary for item 16C1 currently in Novus. This item is to be moved to the regular agenda item 1 OF for discussion. Subsequent to final approval in Novus the Clerk of Courts Finance Department expressed concerns with regard to award of a portion of the fees (for the first phase only of the Construction Engineering Inspection Services) under this contract. Discussions were held between Steve Carnell, Crystal Kinzel and me, and the proposed language changes are summarized as follows: · The award amount in the executive summary heading is changed from $341,534 to $800,000. · The reference to the first phase of the project (repair and re-commissioning of 11 wells) is changed to all construction and testing activities related to Phase IV of the project (includes stage one and two - repair and re-commissioning of 23 wells). · The recommendation requests execution of the contract in the amount of $800,000, and authorization of the County Manager or his designee to issue a purchase order in the amount of $341,534 to proceed with the first stage of the project. Attached are executive summary with revisions highlighted and a revised contract. We apologize for the delay in supplying this information, however, this project is critical and should not be delayed. Thank you for your consideration. You can call me if you have any question. Thank you. Item 16 C1 to 10F EXECUTIVE SUMMARY Recommendation to award Contract 10-5599 to Stantec Consulting Services, Inc., in the amount of $800,000, for Construction Engineering Inspection Services for Phase IV of the South RO Wellfield Raw Water Transmission Main Repair Project, Project No. 70030. OBJECTIVE: The public purpose of this project is to provide a reliable raw water supply for the reverse osmosis water treatment system at the South County Regional Water Treatment Plant (SCR WTP) that serves customers throughout the water service area. This action is to award the Construction Engineering Inspection (CEI) Contract 10-5599. CONSIDERATIONS: On December 14, 2010, Agenda Item 10F, the Board approved the selection of Stantec Consulting Services, Inc., to provide Construction Engineering Inspection (CEl) Services. The CEl will provide construction inspectors to observe all construction and testing activities related to Phase IV of the South RO Wellfield Raw Water Transmission Main repair Project, Project No. 70030, which includes the re-commissioning of 23 wells and the wellfield transmission mains. The following actions were previously taken by the Board of County Commissioners (Board): · March 9,2010, Agenda Item 16C4, the Board approved a budget amendment to provide initial emergency repairs to the failed pipeline. · June 8, 2010, Agenda Item IOC, the Board approved a budget amendment for additional project funding based on a more detailed assessment of the damage. · June 22, 2010, Agenda Item 16K3, the Board authorized filing civil action, if necessary, against Camp Dresser & McKee, Inc., Hazen & Sawyer, P.C., and John Reynolds & Sons, Inc., d/b/a Reynolds, Inc., to recover the cost of damages resulting from the pipeline failure. · October 12, 2010, Agenda item 10C, the Board was provided with updated information regarding the extent of repairs that would be necessary to completely restore the functionality of the pipeline to its original design intent and to amend the budget to complete the first stage of Phase IV repairs. · December 14, 2010, Agenda Item 10E, the Board awarded bid number 10-5596, "SRO Well field Raw Water Transmission Main Repair" to Mitchell & Stark Construction Company, Inc., in the amount of $1,812,000, to complete the first stage of Phase IV of the South RO Wellfield Raw Water Transmission Main Repair Project, Project No. 70030. The Selection Committee evaluated the proposals from Stantec and Johnson Engineering; and short listed Stantec. This firm was ranked higher because its approach, comprehensive team, and experience on similar work more fully reflected the requirements of this project. At the December 14, 2010 meeting, the Board approved the selection of Stantec to provide CEI Services. Based upon the Board's direction, Staff negotiated the contract and fee, subject to the Board's approval. Malcolm Pimie, Inc., reviewed the fee and recommends award of the contract to Stantec (letter attached). Item 16 C1 to 10F While the construction contract contemplates, repair and re-commissioning of 23 wells, in two stages, staff feels strongly that it is in the best interests of the County that a single firm provides CEI services for the entire project. Staff estimates the cost for CEI services for both stages to be $800,000, the first of which includes re-commissioning up to II wells, including a portion of the well field transmission mains, and the second which includes repair and re-commissioning of the remaining wells and transmission main. Staff is requesting that the Board award the contract in the amount of $800,000 and proceed with the first stage at this time. FISCAL IMPACT: There is adequate funding available in the SRO Wellfield Raw Water Transmission Main Repair Project 70030, in the amount of $4,132,019. The source of funding is Water User Fees (412). LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office, is legally sufficient for Board action and only requires a simple majority vote.-SRT. GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. RECOMMENDATIONS: That the Board of County Commissioners, as Ex-officio Governing Board of the Collier County Water-Sewer District authorize: I. the chairman to sign and execute the standard, Board approved Agreement in the amount of $800,000 after review and approval by the County Attorney's Office; and 2. the County Manager, or his designee, to issue a purchase order, in the amount of $341,534, and proceed with the first stage of the project. Prepared by: Alicia Abbott, Project Manager, Public Utilities Planning and Project Management. Contract #10-5599 Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 11th day of January, 2011, 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 Stantec Consulting Services, Inc., authorized to do business in the State of Florida, whose business address is 3200 Bailey Lane, Suite 200, Naples, FL. 34105 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Construction Engineering Inspection (CEI) services of the CONSULTANT concerning South Reverse Osmosis Wellfield Construction (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: D-I ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Construction Engineering Inspection (CEI) services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Matt Taylor, PE. a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the D-2 CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including the Local Government Prompt Payment Act (218.735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. D-3 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. D-4 ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in a written modification to the Agreement authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: D-5 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. D-6 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; D-7 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to D-8 have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. D-9 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this D-lO Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an D-II 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 applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any D-12 such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not . be removed or replaced without OWNER'S prior written consent. 1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall D-13 provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 D-14 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 12.5. The OWNER shall have the power to suspend all or any portions of the services .to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed D-15 by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant- or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The D-16 CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Stephen Y. Carnell, Purchasing/General Services Director Tel: 239/252-8371 Fax: 239/252-6584 D-17 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Stantec Consulting Services, Inc. 3200 Bailey Lane, Suite 200 Naples, FL. 34105 Attn: Matt Taylor, PE. Tel: 239/649-4040 Fax: 239/643-5716 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17 .1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. D-18 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be D-19 brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services 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." D-20 ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. D-21 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Construction Engineering Inspection (CEI) services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: Fred W. Coyle, Chairman Approved as to form and legal sufficiency: Assistant County Attorney STANTEC CONSULTING SERVICES, INC. Print Name By: Witness Typed Name and Title Witness D-22 Schedule A SCOPE OF SERVICES Contract #10-5599 Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction The SRO Wellfield Project consists of the following elements: 1. Twenty-three (23) raw water production wells to supply raw water from the Lower Hawthorn and Hawthorn Zone 1 aquifers. 2. Each well site including pumping and appurtenant equipment, concrete well vaults, perimeter retaining walls and fencing, local electrical power, lighting, lightning protection infrastructure, instrumentation and control panels, mechanical piping and appurtenances, paving, and landscaping. 3. Approximately 36,900 lineal feet of 8" to 36" fused PVC, HDPE and Ductile Iron raw water transmission and raw water collection mains, including related valves, fittings, air release valve (ARV) system, meters, and pig launching and receiving stations. 4. Primary and standby electrical power generation and distribution for twenty-three (23) well sites. 5. Integration of all well sites through a SCADA system. The Project includes the repair, rehabilitation, construction, testing and re-commissioning of the SRO Wellfield in accordance with plans and technical specifications prepared by the design engineer. The Project will commence from the northerly end of the SRO Wellfield and will progress southerly with the intent of re-commissioning the northern most wells and transmission mains as early as practicable during construction. Phase 1 of the Project will be designed, constructed and re-commissioned first. The County plans to evaluate the operation of Phase 1 after completion and re-commissioning for a period of not less than three (3) months and not more than one (1) year before proceeding with the final design and construction of Phase 2 of the Project. CEI services will be provided for both Phase 1 and Phase 2 of the Project in accordance with the CEI services Agreement. The County will take beneficial use of pipeline segments that will allow the re-commissioning of single or multiple well clusters in Phase 1 only. Designated pipeline segments in Phase 1 will be completed with all pipeline, valves, fittings and appurtenances, including temporary isolation fittings, to allow a CCTV inspection of the pipeline segment, flushing debris from the pipeline, pressure testing, disinfection and sealing the pipeline segment until it can be connected to sufficient piping to allow the re-commissioning of individual or clusters of wells and transmission mains. This process of re-commissioning pipeline and well segments in Phase 1 will extend from the north end of the SRO Wellfield to the south to accommodate beneficial use of wells and pipe segments as early as practicable. It is anticipated that the beneficial use sequencing of pipe segments and wells in Phase 2 will not be required in advance of substantial completion of all work included in Phase 2. D-23 Background The SRO Wellfield Expansion project provided additional wells to supply water to the South County Regional Water Treatment Plant (SCRWTP) SRO Expansion and was substantially completed on March 13,2009. A failure occurred in the wellfield pipeline on February 19, 2010. Emergency repair work for the failed pipeline section has been initiated but not completed. Professional engineering services for the design of the repairs, replacements and re- commissioning of the SRO Wellfield pipeline, Phase 1, have been designed by the team of CDM/Greeleyand Hansen (ENGINEER or DESIGN ENGINEER). The Project will be conducted in two p.hases. Phase 1 will include the work required to re-commission the northerly portion of the SRO Wellfield including Wells RO-16S through Well RO-26S and all piping and appurtenances thereto. Phase 2 will include the work required to re-commission the remainder of the SRO Wellfield. The CEI will provide professional services as described below for Phase 1 and Phase 2 of the Project. It is understood that the Phase 2 Scope of Work and fees for services, including tasks and sub-tasks, will be developed, revised and updated based on the experience derived from Phase 1 and as mutually agreed in writing. Detailed Scope of Work - Phase 1 and Phase 2. All dollar amounts listed for each task are "Not to Exceed" estimates for project control purposes. At the discretion of the County, sub tasks, and dollar amounts for each sub-task may be modified and/or deleted based on project requirements in accordance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. The CEI services will include the following tasks: TASK 1 - DETAILED OBSERVATION AND DOCUMENTATION Phase 1 - Not to Exceed Phase 2 1.1 Construction Observation $ 165,880 TBD Daily Log and Construction $ 15,984 TBD 1.2 Documentation 1.3 Photographic Record $16,040 TBD 1.4 General Coordination $17,072 TBD 1.5 Observe Regulatory Agency $6,528 TBD Inspections 1.6 Construction Progress Meetings $25,136 TBD 1.7 Substantial Completion $8,600 TBD Inspections 1.8 Final Completion Inspection $3,566 TBD 1.9 Final Construction Certification $1,604 TBD The CEI will provide Construction Inspector(s) to observe all construction and testing activities related to the Project, including removal and re-installation of the existing pipe or appurtenances, and video and testing of existing mains. Each Construction Inspector will observe and document the activities of not more than two construction crews unless otherwise directed by the County. Construction documentation will be prepared on the day the construction activity takes place by the Construction Inspector(s). All construction D-24 documentation will be provided to the County not later than the first working day of the following week or more frequently if requested by the County. The Construction Inspector(s) will provide the following services. 1.1 - Construction Observation - Each Construction Inspector will conduct on-site observations and inspections of all construction activities on the Project to ensure that all work is completed in accordance with the Contract Documents. The Construction Inspector will inform an on-site representative of the construction contractor of any concerns related to conformance of the work with the Contract Documents (a concern or an Issue) as an attempt to resolve any concern or issue on-site. If the concern or issue is not immediately resolved in the field, the Construction Inspector shall inform the ENGINEER and the COUNTY in writing about the concern or issue within eight (8) business hours, but not more than one business day after the discovery of any concern or issue. ENGINEER will be responsible for investigating the concern or issue and resolving the same through a written directive to the construction contractor and so inform the COUNTY and the CEI in writing. This protocol will be initiated any time the Construction Inspector becomes aware of any construction that is unsatisfactory, faulty or defective, does not conform to the Contract Documents, does not meet the requirements of any inspections, tests or approval required to be made, or has been damaged before final payment. Each Construction Inspector will maintain a separate Issue Resolution Log documenting any issue or concern that is conveyed in writing to the ENGINEER, including the written directive resolving the issue or concern . 1.2 - Daily Log and Construction Documentation - Each Construction Inspector will prepare a daily log recording activities and details related to the work on a form approved in advance by the COUNTY. Information will be recorded in the daily log on each day construction activities occur. The daily log entries will record all aspects of the construction during that day including, but not limited to: construction crew (labor) details, equipment used, materials used, compliance testing and inspection performed, site conditions, trench conditions, backfill material used, dewatering methods, compaction methods, location of the work, and all relevant details related to the Work. The Daily Log will reference the digital photographs and or video taken with appropriate file names and file locations. In addition to the construction details, the daily log will contain information related to: time and hours on the job site, weather conditions, data pertaining to questions of quantities of materials used, extras or deductions, list of visiting officials and representatives of manufacturers, fabricators, suppliers and distributors, observations in general and specific observations in more detail as in observing test procedures, conformance inspection of materials and fitting, name plate data for equipment and material installed, and other information requested by the COUNTY. The daily log, photograph files and other construction documentation will be provided to the COUNTY by the CEI on a weekly basis in an electronic file on a digital CD and a printed copy on the first day of the week following the week of daily logs. 1.3 - Photographic Record - Each Construction Inspector will provide a comprehensive digital photographic record of all construction activities related to the Project. The digital file names will be referenced in the daily log along with a brief description of the photograph, the date and time of the photograph and the name of the photographer. The digital files will be transferred to a digital CD and submitted weekly to the COUNTY along with the construction documentation. The photographs will be printed in high resolution color, two captioned photos per 8 %" x 11" sheet, printed one side only. The prints will be provided to the COUNTY weekly with the construction documentation. Video will be provided in digital format. D-25 1.4 - General Coordination - CEI will coordinate all activities related to the multiple-Beneficial Use of completed segments of the Project during Phase 1, between the construction contractor, the ENGINEER and the COUNTY. CEI will oversee substantial and final completion inspections, and prepare and maintain the punch list, including follow-up inspections to ensure that punch list items are corrected and/or completed. 1.5 - Observe Regulatory Agency Inspections - The CEI will accompany visiting inspectors representing any regulatory agencies having jurisdiction over the Project and will record all discussions and the outcome of these regulatory inspections in the daily logs. 1.6 - Construction Progress Meetings - The CEI will coordinate weekly progress meetings chaired by the COUNTY Project Manager, with the construction contractor and the COUNTY to review project status and identify issues that may affect the Project. The CEI will prepare a DRAFT Agenda at least two days in advance of the each meeting and issue written meeting notes identifying a summary of the discussion, conclusions and any risks that have been encountered or are expected within two days after the meeting to the COUNTY and the construction contractor. 1.7 - Substantial Completion Inspections - The CEI will conduct substantial completion inspections when requested by the construction contractor and the ENGINEER recommends that the work is sufficiently complete to warrant a substantial completion inspection. During the substantial completion inspection the Construction Inspector will prepare a punch list of items requiring completion or correction to the satisfaction of the ENGINEER and the COUNTY. The CEI will be responsible for maintaining the punch-list and issuing updates to the punch-list on a weekly basis. The CEI will coordinate and participate in the final walk-through to ensure that the punch-list items are completed to the satisfaction of the ENGINEER and the COUNTY. All services related to the Substantial Completion Inspection shall be provided separately for Phase 1 and Phase 2 of the Project. 1.8 - Final Completion Inspection - Upon the request of the construction contractor and concurrence of the ENGINEER and the COUNTY, the CEI will conduct final inspections of portions of the project, as they are finished to determine if construction has been completed in accordance with the Contract Documents and the construction contractor has fulfilled all obligations therein. Based on the results of the final inspection, the CEI will judge the work complete or not complete. If the work is judged complete, the CEI will issue a "notice of final acceptance and recommendation for final payment". If the work is judged not complete, the CEI will issue written instructions to the construction contractor identifying the work judged not complete. Upon provision of the construction contractor evidence or assurance that the deficiencies noted above have been corrected or completed, a second final inspection will be scheduled to verify that the outstanding issues have been resolved and the CEI can issue a "notice of final acceptance and recommendation for final payment". All services related to the Final Completion Inspection shall be provided separately for Phase 1 and Phase 2 of the Project. 1.9 - Final Construction Certification - Upon issuance of a "notice of final acceptance and recommendation for final payment" the CEI will provide a signed and sealed certification by a professional engineer in responsible charge of the work provided by the Construction Inspectors stating that the "Project has been completed by the construction contractor in accordance with the Plans and Specifications of the Contract Documents as amended by the ENGINEER". All services related to the Final Construction Certification shall be provided separately for Phase 1 and Phase 2 of the Project. D-26 TASK 2 - CEI PROJECT MANAGEMENT SERVICES Phase 1- Not to Exceed Phase 2 2.1 General Management & Oversight $32,488 TBD 2.2 Coordination of Shop Drawings $3,720 TBD 2.3 Monitor Project Records $9,920 TBD 2.4 As Constructed Field Drawings $1,632 TSD 2.5 Start-up and Re-commissioning $8,364 TSD Support 2.1 - General Management and Oversight - The CEI will provide support services customarily related to the construction observation and inspection of similar projects including, but not limited to: a. Attend monthly In-Progress Review (IPR) meetings with the COUNTY to update the Project Delivery Team on the status of the Project during construction. b. Participate in two (2) pre-construction coordination meetings with the COUNTY and a pre-construction meeting with the COUNTY and the general contractor. c. Participate in other meetings as described or implied herein. d. Prepare and submit monthly construction summary reports to the ENGINEER and the COUNTY. e. Review the construction contractor's monthly applications for payment and accompanying data and recommend approval of payments due to the construction contractor. The CEI's recommendation of any payment requested in an application for payment shall constitute a representation by the CEI to the COUNTY as an experienced and qualified professional, that based on CEI's onsite observations and inspections of construction in progress; that the construction quantities in the applications for payment accurately reflects the progress of the work and that the work is constructed in accordance with the Contract Documents. The CEI will process pay requests in accordance with the Florida Prompt Payment Act. All incoming pay requests processed by the CEI shall be mechanically stamped with the date received. f. The CEI will review the monthly updates to the construction schedule prepared by the construction contractor. g. The CEI will provide such field testing and verification that all materials, equipment and supplies installed or utilized on the Project are in full accordance with the Contract Documents and approved Shop Drawings provided by the ENGINEER h. Within one week after the construction contractor notifies the ENGINEER and the County that the Work on the Project (for each Phase) is substantially complete in accordance with the Contract Documents, the CEI will provide a signed and sealed certification by a professional engineer registered in the State of Florida, that the Work was done under his supervision and performed in accordance with the Contract Documents, including all approved shop drawings and change orders except as noted. 2.2 - Coordination of Shop Drawings, Contract Interpretations and Clarifications - The CEI will coordinate with the design engineer regarding the issuance of interpretations and clarifications of Contract Documents during construction. The DESIGN ENGINEER shall be responsible for technical review and decisions regarding interpretation and clarification of Contract Documents. The CEI shall coordinate the DESIGN ENGINEER's decisions and responses with the construction contractor. D-27 2.3 - Monitor Project Records - The CEI shall monitor all required Project records, including but not limited to delivery schedules, inventories and construction reports. 2.4 - As Constructed Field Drawings - Each Construction Inspector shall maintain red pencil "mark-up" notations and sketches on full size construction plans that reflect the actual details of constructed facilities. These Constructed Field Drawings will be used by the CEI to validate the "As Built" documentation provided by the construction contractor. The CEI will notify the ENGINEER and the construction contractor of any differences in the documents maintained by the general contractor and the CEI on a weekly basis for resolution by the ENGINEER. 2.5 - Start-up and Re-commissioning Support - The CEI will assist the COUNTY, the ENGINEER and the construction contractor during start-up of each segment designated for Beneficial Use by the COUNTY, including but not limited to signing off on regulatory permits and general coordination between the ENGINEER, COUNTY and construction contractor. TASK 3 - ADDITIONAL SERVICES Additional Services Allowance Phase 1 - Not to Exceed Phase 2 $20,000 TBD 3.1 - Additional Services (as authorized in writing) -In accordance with Article 2 of the Agreement, in the event that other services related to the repair and re-commissioning of the SRO Wellfield, which may arise during the course of the work, but were not envisioned as part of the original or amended scope of work; CEI shall submit a proposal to perform Additional Services prior to the performance of the work. The proposal shall include the specific services to be performed, time to complete, compensation, and an explanation as to why the services were not previously envisioned as part of the scope of work. The proposed Additional Services must be approved by the COUNTY's Project Manager in writing in advance of performance of said Additional Services. Failure to notify the COUNTY in writing of Additional Services shall be deemed a waiver of any claim by the CEI that such services were Additional Services. Written authorization from the COUNTY will be required for any charges that exceed the predetermined upper limit. Task 4 - Miscellaneous Reimbursable expenses Phase 1- Not to Exceed Phase 2 4.0 Miscellaneous Reimbursable $5,000 TBD expenses Total Compensation for Phase 1 and Phase 2, Tasks 1 through 4 Phase 1- Not to Exceed Phase 2 - Not to Exceed Estimated Total for Tasks 1 - 4 $341,534 $458,466 END OF SCHEDULE A D-28 SCHEDULE B BASIS OF COMPENSATION Contract #10-5599 Construction Engineering Inspection Services for South Reverse Osmosis Wellfield Construction TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of: Mark Sunyak, Project Manager Collier County Public Utilities Division 3339 Tamiami Trail East, Suite 303 Naples, FL. 34112 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below for Phase 1 and Phase 2. All dollar amounts listed for each task and sub tasks are "Not to Exceed" estimates for project control purposes. At the discretion of the County, sub tasks, and dollar amounts for each sub- task may be modified and/or deleted based on project requirements in accordance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. ITEM TASK ESTIMATED ESTIMATED AMOUNT - AMOUNT- Phase 1: Phase 2: Detailed Observation and Documentation 1.1 Construction Observation $ 165,880 TBD 1.2 Daily LOQ and Construction Documentation $ 15,984 TBD 1.3 Photographic Record $16,040 TBD 1.4 General Coordination $ 17,072 TBD 1.5 Observe ReQulatorv AQencv Inspections $6,528 TBD 1.6 Construction ProQress MeetinQs $ 25,136 TBD 1.7 Substantial Completion Inspections $8,600 TBD 1.8 Final Completion Inspection $3,566 TBD 1.9 Final Construction Certification $1,604 TBD D-29 2.1 2.2 2.3 2.4 2.5 3.0 4.0 $ 32,488 $ 3,720 $ 9,920 $ 1,632 $ 8,364 $ 20,000 TBD TBD TBD TBD TBD TBD TBD $458,466 B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. Miscellaneous Reimbursable ex enses $ 5,000 TOTAL FEE NOT TO EXCEED (Total Items 1.1 $ 341,534 throu h 4.0 B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. 8.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status. reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic D-30 Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors 5. B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. 6. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 8.3.5.1.3. Permit Fees required by the Project. D-31 8.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. B.3.5.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. END OF SCHEDULE B. D-32 ATTACHMENT 1 TO SCHEDULE B. Contract #10-5599 Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction Consultant's Employee Hourly Rate Schedule Personnel CateQorv Standard Hourly Rates Client Manager $190.00 per hour Sr. Project Manager $165.00 per hour Contract Specialist $124.00 per hour Electrical I&C $142.00 per hour Sr. Field Inspector #1 $109.00 per hour Sr. Field Inspector #2 $ 95.00 per hour Field Inspector $ 81.00 per hour Clerical $ 59.00 per hour This list may not be all-inclusive. Hourly rate fees for other categories and other services may be mutually agreed by the County and CONSULTANT as needed. END OF ATTACHMENT 1 TO SCHEDULE B D-33 SCHEDULE C - PROJECT MILESTONE SCHEDULE Contract #10-5599 Construction Engineering Inspection Services for South Reverse Osmosis Wellfield Construction. Phase I: Task 1.0 Preliminary Analysis - not to exceed 365 days from issuance of Notice to Proceed 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 Task 2.0 Detailed Observation and Documentation: Not to exceed 365 days from the issuance of the Phase I Notice to Proceed 2.1 General Mana ement & Oversi ht 2.2 Coordination of Sho Drawin s 2.3 Monitor Pro'ect Records 2.4 As Constructed Field Drawin s 2.5 Start-u and Re-commissionin ort Task 3.0 CEI Proiect ManaQement Services: Not to exceed 365 days from the issuance of the Phase I Notice to Proceed -I 3.0 I Additional Services (Allowance) Phase II: Task 1 - Detailed observation and documentation - Not to exceed 365 days from the issuance of the Phase II Notice to Proceed Task 2- CEI Project Management Services- Not to exceed 365 days from the issuance of the Phase II Notice to Proceed END OF SCHEDULE C D-34 SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance 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 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 D-35 shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) D-36 of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (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 D-37 (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage X General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage D-38 $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 i i (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designre. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that 'such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverag1Shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less'than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable x Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this ~reement. _ Applicable X Not tpplicable I I i AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No ~-39 (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insura~ce shall be maintained by the CONSULTANT to insure its legal liability for claims arising out" of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _ $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate D-40 _X_ $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. l' (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY D-41 (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D-42 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Stantec Consulting Services, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Construction Engineering Inspection (CEI) Services for South Reverse Osmosis Wellfield Construction are accurate, complete and current as of the time of contracting. STANTEC CONSULTING SERVICES, INC. BY: TITLE: DATE: E-I SCHEDULE F KEY PERSONNEL, SUBCONSUL T ANTS AND SUBCONTRACTORS Contract #10-5599 Construction Engineering Inspection Services for South Reverse Osmosis Wellfield Construction Project Manager Matt Taylor, PE. 8.6% Client Manager John English, PE. 2.0% Field Manager Kevin Thompson 34.7% Protocols & Documentation Corey Best 16.4% Instrumentation & Control Greg Schofer 1.2% Engineering Inspection James Heffelfinger 34.7% Clerical Bonnie Lomski 2.4% F-I