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Backup Documents 01/12/2010 Item #16E 5 16[5 MEMORANDUM Date: January 21, 2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes and Records Department Re: Contract #09-5305 "Architectural Services for Collier County" Contractor: Harvard Jolly, Inc. Attached is an original change order, referenced above (Item #16E5) approved by the Board of County Commissioners on January 12, 2010. The second original document will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252-8411. Thank you. Attachment ITEM NO.: ,0' t>QG- OJ YSY 16E5 From: -WO~}r/~ f~" (, ~v DD NDT WRITE ABDVE TH'S LINE V ) ~~ \)~ \\0 ,1/ REQUEST FOR LEGAL SERVICES \. \ ~ \ ~ ~ January 12, 2010 J Office of the Cou nty Attorney ) I \) I / t Colleen M. Greene, Assistant County Attorne ~iJ Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department, Extension 2667 , .,. .J' II-Ie. J\..\"\",L. . 'e (")\'\8 GOUN1'('\\ I. \.)f\ ~t'\ \2: \ 0 11l1\) j~N \ 9 FILE NO.: ROUTED TO: Date: To: n Re: Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA y'Harvard Jolly, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on January 12, 2010; Agen Item 16.E.5 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jack Curran, Purchasing 0' ,'^', (~ ",',.' \ /l'.'~\ \'\~ ,..,,:,\\\~\\ ",Y ~ "\\'\\ \ \. '. \ '\) I. . ,,\J I \. !'\ , , ,:\.\;'\'" .\, ',\ " , " RLS # ..LfL::~~:o:--LJ.1. 'I r'f CHECKLIST FOR REVIEWING CONTRACTS Entity Name: llAR.vAf'.l> ::r.; LL.( " fAll!.., Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Reqnired $...l..J\II.l.b.... Products/CompVOp Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ n Automohile Liahility Bodily Inj & Prop Required $ ~l::..... Provided $ I M.l <- Workers Compensation Each accident Required $ '00) ~f)O Disease Aggregate Required $____ Disease Each Empl Required $. Umhrella Liahility Each Occurrence Provided $ ~IL Exp Date II! R I IV Aggregate Provided $ _~__ Exp Date ~~_ Does Umbrella sufficiently cover any underinsured portion? -.-.l,.L.- Yes No Professional Liahility Each Occurrence Required $ N\ I '--.. Provided $ 3 ...., L Exp. Date {, !Jt>jJP Per Aggregate Required $ I \ Provided $.---'-'-_._ Exp. Date ---'-'_ Other Insurance Each Occur Type:___ ~Yes ..- No Yes No JYes No Yes ....LNo Yes No -....- Yes No Yes - No _.L.Yes No ./ Yes No ----v Y es No -TYes No Entity name correct on contract? Entity registered with FL Sec. of State? __J,.I''ves !.L" Yes V"" Yes ....JL::.Yes --"",Yes \..,../ Yes Provided $ "2 ",1..._ Provided $ " Provided $_.1.. "'" l.. Provided $ ~ I Provided $ I ( Provided $ Provided $ Provided $ 1I t' Il\I\.lL Required $____ Provided $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? Ifattached, expiration date of bond _ Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: __ Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? jJ\1\ , 16E5 No No No ~_No No No Exp. Date III -rjlo D I Exp. ate (..1 Exp. Date _._ l 1 Exp. Date ~,_ Exp. Date _ l I Exp Date ~~ Exp Date ..J#L.... Exp Date Il Exp Date I r Exp Date__ ~Ye~-~o ---;::7 Yes No vYes No Attachments Are all required attachments included? ~es No ~ Revi~wer lnitials: ~ D,te 2ci< I :frot, 04-COA- 0301 22 www.sunbiz.org - Department of State Page 2 of3 Title V HART, MICHAEL K 5201 WEST KENNEDY BLVD, STE 515 TAMPA FL 33609 Title SD COBBLE. JEFFREY E 2714 DR. ML KING JR., S1. N S1. PETERSBURG FL 33704 Title V HEISER, STEVEN M 5201 W KENNEDY BLVD, STE 515 TAMPA FL 33609 Title V FRISZOLOWSKI. WARD J 2714 DR ML KING JR ST N ST PETERSBURG FL 33704 Annual Reports 16E5 Report Year Filed Date 2007 01/10/2007 2008 01/25/2008 2009 01/07/2009 Document Images 01/Q7a.QQ9" ANNUAL REPOBT Q1L25/zQQllc:.hj\JNUI\L REPORT 01/10/2007 -- ANNUAL REPQBI Q1/03/2006 ,- ANNUAL REPORT 07/18l2oQ5cc.ANj\JUAL REPORT 01/03/2005 = ANNUAL REPORT 03/24/2004 -- ANNUAL REPORT View image in PDF format View image in PDP format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image;n PDF format View image in POF format View image in PDF format View image in PDF format View image in PDF format View image in pDF format View image in pDF format View image in PDF format View image in PDF format 03/02/2004 -- Amendment and Name Change 01/28/2004 -- ANNUAL REPORT 01/15/2003 =ANNUAL REPORT 02/07/2002 = ANNUAL REPORT 01/29/2001 = ANNUAL REPORT 02/01/2000 -- ANNUAL REP0BI 02/26/1999 -- ANNUAL REPORT 01/27/1998 -c ANNUAL REPORT 02/10/1997.c- ANNUAL REPORT 01/29/1996 -- ANNUAL. REPORT 02/01/1995.= ANNUAL FE;PORT I Note: This is not official record. See documents if question or conflic!:J http://www.sunbiz.org/scripts/cordet.exe?action= D ETFlL&in~ doc _ numbeF603450&inq... 12/8/2009 MEMORANDUM 16ES TO: Ray Carter Risk Management Department FROM: Lyn M. Wood, C.P.M., Contract Specialist ,{ Purchasing Department ,p//\ DATE: January 12, 2010 RE: Review Insurance for Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA II Harvard Jolly, Inc. This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. dod/LMW DATF RFCnVEn JAN .1 J 2010 tltlS~ f'/~GfMf;,N1 C: Jack Curran, Purchasing mausen_9 1..4:;.,. From: Sent: To: Cc: Subject: RaymondCarter Tuesday, January 19, 2010 11 :02 AM LynWood CurranJohn: mausen_9 Contract 09-5305 "Architectural Services for Collier County" All, I have approved the certificate(s) of insurance provided by Harvard Jolly, Inc. for contract 09-5305. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray ~ Cah.i:.eh. Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 1 www.sunbiz.org - Department of State Page 1 on [5 Home Contact Us E~Filing Services Document Searches Forms Help !,vents Name.History: IEntity Name Search Submit I Previous_cm_List N".xt on Li.;t 8eturnIgl,j.;t Detail by Entity Name Florida Profit Corporation HARVARD JOLLY, INC. Filing Information Document Number 603450 FEI/EIN Number 591430579 Date Filed 03/15/1972 State FL Status ACTIVE Last Event AMENDMENT AND NAME CHANGE Event Date Filed 03/02/2004 Event Effective Date NONE Principal Address 2714 DR. ML KING JR. ST, N. ST. PETERSBURG FL 33704 Changed 01/25/2008 Mailing Address 2714 DR. ML KING JR. ST, N. ST. PETERSBURG FL 33704 Changed 01125/2008 Registered Agent Name & Address HARVARD, WILLIAM B JR 2714 DR. ML KING JR. ST NORTH ST. PETERSBURG FL 33704 US Name Changed: 03/24/2004 Address Changed: 01/25/2008 Officer/Director Detail Name & Address Title PC HARVARD, WILLIAM B JR 2714 DR. ML KING JR., ST. N ST, PETERSBURG FL 33704 US Title TV CLEES, ROBERT J JR 5201 WEST KENNEDY BLVD, STE 515 TAMPA FL 33609 US http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number=603450& inq... 12/8/2009 16E5 Contract 09-5305 Architectural Services for Collier County FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 12~1day of ,1>1LUl....,'j ,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 Harvard Jolly, Inc., authorized to do business in the State of Florida, whose business address is 2714 Doctor Martin Luther King Jr. Street North, Saint Petersburg, Florida 33704 (hereinafter referred to as the "CONSULTANT''). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. 1 16E5 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16[5 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 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 3 26E5 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 andlor retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Ward J. Friszolowski, AlA, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 4 16f5 q other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to th8 re'1uirements of this Agreement or any applicable Work Order, said request may be ma",e with or without cause. Any personnel so removedmust be immediately replaced with a p'Jrson acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in lhe type of professional architectural services that wII' De required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 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 andlor deficient documents, failure to comply with local, state andlor federal requirements andlor 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 5 16f5 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 andlor 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. 6 16[5 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 16[5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 16t5 objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 16f5 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 16E5 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred andlor paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on 11 16E~ -' the hourly rates as negotiated and attached to the Work Order, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. . 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 16[5 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16[5 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 ARTICLE 7 MAINTENANCE OF RECORDS 16[5 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16[5 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 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule B to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 16 16[5 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 17 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 16[5 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 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 any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 18 16E5 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 ARTICLE 12 TERMINATION OR SUSPENSION 16(5 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 16[5 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 16[5 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Local Government Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 16[5 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 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 or any subsequent Work Order. 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 C, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 16[5 ARTICLE 14 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 15 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 16 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, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 16E5 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: Harvard Jolly, Inc. 2714 Dr. MLK Jr. St. N. St. Petersburg, FL 33704 Telephone: 727-896-4611 Fax: 727-896-4611 Attn: Ward J. Friszolowski, AlA, Executive Vice President 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 17 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. 25 16[5 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B INSURANCE COVERAGE Schedule C TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 16[5 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 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 C. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 27 .,_ ^_~___'__ft__"_,_",__.__"__,____"_,~_,~,,_~___,~~_,,,,,,,__ 16[5 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 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. 28 16f5 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. " " " " " " " " " " " " " " " " 29 16E5 - IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Architectural Services for Collier County the day and year first written above. ATTEST: ":1,~" r$'~,r~. "--..'i\ ..., Dwight E. Bt60i<": Clerk , /' :-, . ':l?i C , "', k B' :-:.. i ::..-1,,,010. . ._':l:'.,-~l::'~~~ ate:' ;qi i ~;; Atusti, . to... - 'It'lNk . ~tlJll<<tu... otlH: y.,' BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: /() ^'~~. , i ~;t<t.4 )Donna Fiala , Chairman Approved as to form and Ie , fficienc2 County Attorney ~~ w;J;;k~ iJ~ StfE/JlleR/J Typed Name and Title w~oe~'~~~ ~"""')... ,d,''(s ~..,~,~_ \)C'-\l'-~\"_\)""'c., Typed Name and Title ./ Harvard Jollv. Inc. By: W~J'r WA1Z-0 J. rlLi$~bL6wJ1t.f Typed Name and Title . e:xU. VI~ ~!7eJf , ltem# t b.~') Agenda \ \ \ 7-1 , 0 Date ~ 30 Date ~D ~~~ . ~...~ SCHEDULE A 16[5 WORK ORDER # Agreement for "Architectural Services for Collier County", Dated: ,20 (RFP/Bid 09-5305) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: . Task I . Task II . Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task II Task III $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 16[5 SCHEDULE B INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or B-1 16[5 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to B-2 16(5 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: B-3 16[5 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) x $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (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 8-4 16[5 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 $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 (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 designee. 8.5 16f5 (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 (6) 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 (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: B-6 16[5 Bodily Injury & Property Damage - $ 500,000 _X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes _ No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _X_ $1 ,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate 8.7 16E5 (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 a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will 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, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed 8-8 16f5 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 (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. 8-9 16(5 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. B.10 16[5 SCHEDULE C TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Harvard Jolly, 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 Architectural Services for Collier County are accurate, complete and current as of the time of contracting. Harvard Jolly, Inc. BY: Wk1 ~ TITLE: Ue:tvl1V(:: Vllfo Pu:J't~ DATE: DU. II 'J,bD 1 C.1 Client#: 2476 HARVJOL3 ACORD," CERTIFICATE OF LIABILITY INSURANCE o 1 / 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER ISU Suncoast Insurance Assoc P.O. Box 22668 Tampa, FL 33622-2668 813 289.5200 Harvard Jolly, Inc. 2714 Dr Martin Luther King Jr St N St Petersburg, FL 33704 INSURERS AFFORDING COVERAGE INSURER A: Phoenix Insurance Company INSURER 8: Travelers Indemnity Company INSURER c, Travelers Casualty & Surety CO INSURER 0: XL Specialty Insurance Company INSURER E: NAIC# 25623 25658 19038 37885 INSURED 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. LTR NSR TYPE OF INSURANCE POLICY NUMBER PDOA~~Y J~~68lJ'$IE P~~lf.Y ~'g',t..~Il9.N LIMITS A ~NERAL LIABILITY 6801709P725 11/08/09 11/08/10 EACH OCCURRENCE .1 000000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .1 000 000 I CLAIMS MADE [XJ OCCUR MED EXP (Anyone person) .10000 e- PERSONAL & ADV INJURY .1 000000 I- GENERAL AGGREGATE .2 000 000 n'L AGG~ErilE LIMIT APAS PER: PRODUCTS - COMP/OP AGG .2 000 000 -- POLICY X f~8T LaC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT . - ANY AUTO (Eaaccident) - ALL OWNED AUTOS BODILY INJURY . - SCHEDULED AUTOS (PerpersOll) - HIRED AUTOS BODILY INJURY (Peraccidenl) . - NON-OWNED AUTOS PROPERTY DAMAGE . (Peraccidenl) RRAGE LIABILITY AUTO ONLY. EA ACCIDENT . ANY AUTO OTHER THAN EA ACC . AUTO ONLY: AGG . B 0ESSfUMBRELLA LIABILITY CUP7798Y577 11/08/09 11/08/10 EACH OCCURRENCE .4 000 000 X OCCUR 0 CLAIMS MADE AGGREGATE .4 000 000 . f;i DEDUCTIBLE . X RETENTION .10000 . C WORKERS COMPENSATION AND UB5238Y87 01/01/10 01101/11 X I T~~H~:':~~ I 10J~ EMPLOYERS' LIABILITY .1 000000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? E.L. DISEASE. EA EMPLOYEE .1 000,000 If yes, des crib a under .1,000,000 SPECIAL PROVISIONS below E.L. DISEASE - POLlCY LIMIT 0 OTHER Professional DPR9680415 06/30/09 06/30/10 $3,000,000 per claim Liability $3,000,000 annl aggr. DESCRIPTION OF OPERATIONS' LOCATIONS I VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Professional Liability is claims made and reported. Project Name: Collier County Architectural Services Contract No.: 09-5305 Collier County is listed as additional insured with respect to the General Liability policy. CERTIFICATE HOLDER CANCELLATION 10 Davs for Non-Pavment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 3301 Tamiami Trail East IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Naples, FL 34112 REPRESENTATIVES. ~~ED REPR~ATIVE .;")'\. oJ.~ .a - ACORD 25 (2001/08) 1 of 2 #S229413/M229387 KEB @ ACORD CORPORATION 1988 ij:.::~>~Q~~;:::~II~ PRODUCER :~:::;;E~;:.'llll...I':'~~~:.~I~~W=~..:. /15/09 THIS CERTIFICATE IS ISSUED AS A MAlTER OF INFORMAnON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE MUTUAL INSURANCE INC POBOX 12350 ST PETE FL 33733-2350 COMPANY A AUTO OWNERS INS CO INSURED HARVARD, JOLLY, INC. COMPANY B 2714 DR MLK JR ST N ST PETERSBURG FL 33704-2722 COMPANY C COMPANY D f9:~gqilm@mMhNMtMt\rnmiw.tMWkf@1WK&KMgm14{Hili@mMfEtt@lmm%t&WirMj!mHi@@Ili%&fifmfMii@1@W&\t~W]Mi@Wm&~M1Mfrm;@jmm~rW;1! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE: LISTED BELOW HAVE BEEN ISSUED TO THE INSUA8) NAMED ABOVE FDA 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 POUctES DESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS. co LlR lYPE OF INSURANCE POlICY NUMBER POUCY EFFECTIVE POUCY EXPIRATION DATE (MMlDDN'Y) DATE (MMlDDIYY) WilliTS GENERAL UABIUTY COMPREHENSIVE FOAM PREMISESIOPEAATIONS ~~~2S~~N&t.lAPSE HAZARD PROOUCTS!COMPlETED OPER CONTRACTUAL INDEPENDENT COOTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAl INJURY A AUTOMOBILE L1ABIUlY X ANY AUTO ALL OWNED AUTOS (prlvate Pass) ~~2'iX~~.t~Weasseoger) X HIRED AUTOS X NON-OWNED AUTOS GARAGE LIABILITY BODILY INJURYOCC . BODILY INJURY AGG . PROPERTY DAMAGE OCC . PROPERTY DAMAGE AGG . SI & PO COMBINED OCC $ SI & PO COMBINED AGG . PERSONAl INJURY AGG $ 9677117000 EXCESS UABIUTY UMBRELLA FORM OTHER mAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY BODILY INJURY . (Perpersan) 1,000,00 BODILY INJURY . (Pereccident) 1,000,00 PROPERTY DAMAGE . 1 000,00 BODILY INJURY & PROPERTY DAMAGE . COMBINED EACH OCCURRENCE . AGGREGATE $ $ EL OISEASE:POUCY LIMIT . EL DISEASE-EA EMPLOYEE . THE PROPRIETORl P ARTNERS/EXECUTIVE OFFICERS ARE: OntER INCL EXel DESCRIPTION OF OPERATIONSlLOCATIONSlVEHICLESlSPECIAL ITEMS COLLIER COUNTY IS AN ADDITIONAL INSURED PER THE COMMERCIAL AUTO POLICY. CONTRACT# 09-5305 PROJECT: COLLIER COUNTY ARCHITECTURAL SERVICES ::,sm;~:mn1i:~lig;Mg~,*@&:g@MtlEi@!i~@MH~IiWMtW?m~~t~@~MFJ COLLIER COUNTY PURCHASING DEPARTMENT 3301 TAMIAMI TRAIL EAST NAPLES FL 34112 !tMWM!g!iIIi$~~,~g~~%n;M@@ttB:!tm~I t@Hm!~mi%@M<" ::~::X$@!!tn}@:!:mnw::::~}Dh SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE "THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ~ DAYS WAlTTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO niE LEFT, Bur FAILURE TO tMlL SUCH NOTICe SHAll. IMPOSE NQ OBUGAllON OR lJABlUTY COMPANY, ITS AGENTS OR REPRESENTATIVES, 16t.~ - IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #5225595/M219545 l6E5 EXHmIT A-I Contract Amendment #1 09-5305 "Architectural Services for Collier County" This amendment, dated '17) ItA' d\.- ;;: f ' 20 I 0, to the referenced agreement shall be by and between the parties to the original Agreement, Harvard Jolly, Inc, (to be referred to as "Consultant") and Collier County, Florida, (to be referred to as "Owner"), Statement of Understanding RE: Contract # 09-5305 - "Architectural Services for Collier County" In order to continue the services provided for in the original Contract document referenced above, the Contractor agrees to amend the Contract as follows: Paragraph 5.2 shall be amended as follows: 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as RegeBalea aRa altaehea t8 tile W 8rk Oraerset forth and identified in Schedule D. which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule mav be undated bv mutual agreement on an annual basis. in coniunction with the annual renewal of this Agreement orovided for in paragraoh 4.6 above. as directed bv Owner. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Consultant and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. Accepted: YJ l c:2/c r'L ,;(H/ ,2010 CONSULTANT: Harvard Jolly, Inc. OWNER: By: Wad ~ f/4. WA~ J. r::~~~t....'wr~ Type Name of Signatory {(;.)I~,-i V'{L Prl.{/'J-i1 By: DEPARTMENT DIRECTOR By: Stephen Y. Carnell CONTRACT SPECIALIST ~ Bc~)J) y;) . ood 1:-5 f" HI _.1 , SCHEDULE D RATE SCHEDULE Contract 09-5305 - "Architectural Services for Collier County" Professional Hourlv Rate Principal $185.00/hour Director $170.00/hour Senior Project Manager/Technical Specialist! Engineer $160.00/hour Senior Architect $140.00/hour Architect $120.00/hour Specification Writer $115.00/hour Field/Construction/Contract Administration $110.00/hour Senior CADD Operator $100.00/hour Designer $95.00Ihour CADD Operator $80.00/hour Clerical $55.00/hour Patricia L. Morgan 16ES From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergov.net] Tuesday, April 06,20101147 AM Patricia L. Morgan Wood, Lyn 09-5305 Architectural Services for Collier County 09-5305 Architectural-Amend #1 (VJLatavish).pdf; 09-5305 Architectural-Amend #1 (BSSW).pdf; 09-5305 Architectural-Amend #1 (CH2M).pdf; 09-5305 Architectural-Amend #1 (Disney).pdf; 09-5305 Architectural-Amend #1 (Harvard Jolly).pdf; 09-5305 Architectural- Amend #1 (SchenkeIShultz).pdf Trish, Attached is Amendment #1 to the referenced contract for each of the consultants under contract. Thanks, Diana De Leon Collier County Board of County Commissioners Purchasing Dept., Bldg. G (239)252-8375; Fax (239)252-6597 d ianadeleon@colliergov.net i,'iHh" fICi'Ii!;;l L :.IW. f~!nai! d'e pi:!-li: rr',:O:,i", Ii '(Od ,Iu Ii,)! \;,1 : ":':1' ,'1,'(1;';)11<; I1'L,O! :') UW; F,ni,t',' !,);;!f~;Fl cOi'l,k; :h'~; (lHi' by tl'I('p(,(,I1(' <)1 '1'1,': I,,;,., '1 ,pr' ;.',\,nc: 16E5 MEMORANDUM Date: January 21,2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes and Records Department Re: Contract #09-5305 "Architectural Services for Collier County" Contractor: Schenkel & Scultz, Inc. Attached is an original change order, referenced above (Item #16E5) approved by the Board of County Commissioners on January 12,2010. The second original document will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252-8411. Thank you. Attachment This Contract was approved by the BCC on January 12, 2010; Agencfa v(.J~t-) Item 16.E.5 ~ This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. 16[t) SCHENKELSHUL 11: IARCHITECTURE December 14, 2009 Collier County Government Attn: Lyn M. Wood, C.P.M. Administrative Services Division Purchasing Department 330 I Tamiami Trail East Naples, FL 34112 RE: Contract Signature Authorization Between Schenkel & Shultz, Inc. and Collier County Government Contract #09-5305 "Architectural Services for Collier County Commission No. 0220400 Dear Ms. Wood: This letter authorizes Gary F. Krueger, Partner of our firm, to sign contracts between Schenkel Shultz and Collier County Government We are very pleased to be working with Collier County Government and we dedicate OUf services to you. Sincerely, SCHENKELSHUL " '-... Pr cc: Gary KruegerlSchenkelShultz 0220400/contract file srATE OF FLORIDA LEE <XXJNTY I have hereunto set my hand and official seal this 200~1h,. Notary ic, state of Florida' I"?-th day of OeL"'tltb"" , My Corrmission expires: tJ'.il c.,j ..?tJ, 0 , I Carol F. Mennona Notary Public, State Of Florida Commission No. DO 552754 Notary 1.0. 676958 My Commission Expires May 16, 2010 ,'1(1 t' i~,.)hIL.,"n '~Ii' 'i 'i, .[, ,<ii " \ I;: '1>'(!" I..' ,<1.. . ,~:! 1'!iPiW -y, i'_' , , "'i, ';'''1 C"'d)ocument, and Sctting~\amyx\L()cal Sellings\Tcmporary [1\ICrncll'1les\('olll"nl.OI'I;LJok..l.~Ok. -'x~l-r.i.t'lleT en', i~]"\19 Si,V}aIUft' Authority gfk 2{)DI doc ?agelorl v:.- - 0 I W cz> -z..- ITEM NO.: 10./ P VirU'. ,)~ \ I-It 1 6 [ 5 ,Xl\JNTY .1\1 \~ RECEIVED: LUlU j~~ \ 9 PKI2~ W ",-\,0 p/ ~~ vY ,\ v' r, Jji) -,J JJ [11/ FILE NO.: ROUTED TO: DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Date: January 12, 2010 To: Office of the County Attorney Colleen M. Greene, Assistant County Attorney From: Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department, Extension 2667 Re: Contract: #09-5305 "Architectural Services for Collier County" Contractors: ~chenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. BACKGROUND OF REQUEST: -----, This Contract was approved by the BCC on January 12, 2010; Agen Item 16.E.5 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jack Curran, Purchasing ~.._. r:,. _'_..'. ~ \' \ /\\',,\..f-- \ '. '../ '.\ ,.J .. 1.'1 . '\",' 'v \..h \j \ ,\ '" -~'<J \l " l'\..I'" \ '- '. RLS# )O-PJt~- t91'fS")" CHECKLIST FOR REVIEWING CONTRACTS Se/{€.tUk.f'-.. 'f- SC.H/A.~7Z.. ,~t!" , Entity Name: Entity name correct on contract? Entity registered with FL Sec. of State? 16[5 -L~ Yes --.IL... Y es __v_Yes v'Yes Provided $. Provided $ Provided $ Provided $ Provided $ II {, /I Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &Ior Project referenced on Certificate'! Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ f Mt '- Products/CompVOp Required $ 'f Personal & Advert Required $ ----.!.'-_ Each Occurrence Required $ fl FirelProp Damage Required $ 5V 11110 Automobile Liability J Bodily Inj & Prop Required $ (l"l t L.-_ Provided $ / M ( L Workers Compensation Each accident Required $ 100, tJp() Disease Aggregate Required $ St9<P,ItJO Disease Each Empl Required $ IOt!/'p~ Umbrella Liability Each Occurrence Provided $-.!L Ml~ Exp Date loltY 110 Aggregate Provided $ ~'---- Exp Date ' If 1_ Does Umbrella sufficiently cover any underinsured portion? ~ Yes No Professional Liability Each Occurreuce Required $ , Mo, (.. Provided $ S Mo. L Exp. Date 3/Z:Z-/10 Per Aggregate Required $~.'..__ Provided $_.'..'~__ Exp. Date ----'..'--- Other Insurance Each Occur Type: t I'\J\tL tl Provided $ -!J'~,f)(JO _ Provided $ , f Provided $ I ' Required $____ Provided $___ Exp Date ___ County required to be named as additional insured? County named as additional insured? Indemnification Does indenmitication meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? ./ Yes y""Ves No No No . _~No No ,__No Exp. Date I' /tv/I/) Exp. Date ~~ Exp. Date "._. Lf Exp. Date -----"1-,_ Exp, Date " Exp Date IPIt.,///) l l Exp Date to 1/'1 It/! I t Exp Date ---"--__ Exp Date ---'--'--_ /Yes ~-- No Yes - No ~Yes No Yes _1.L",No Yes -- No -_._-"~ Yes No - Yes _._- No Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? Yes "1 Yes? Yes 2- ~Yes . ()UzN'f~ f..f.....f./t. ~-r ~iS.v --""",-Yes V Yes ----v Yes Attachments Are all required attachments included? LYes No No No No No No No ReVie~c~ Initials: ~ D,teo It/<i7U?/P 04.CO.'\- loj0fi22 16[5 MEMORANDUM TO: Ray Carter Risk Management Department Lyn M. Wood, C.P.M., Contract Specialist ~Av-- Purchasing Department r); l\ DATE: January 12, 2010 FROM: RE: Review Insurance for Contract: #09-5305 "Architectural Services for Collier County" Contractors: I'Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. dod/LMW DATE RECEIVED JAN 1 3 2010 RISK MMNAGEME )/0 C: Jack Curran, Purchasing 16[5 mausen 9 From: Sent: To: Cc: Subject: RaymondCarter Tuesday, January 19, 2010 10:57 AM LynWood CurranJohn; mausen_9 Contract 09-5305 "Architectural Services for Collier County" All, I have approved the certificate(s) of insurance provided by Schenkel & Shultz, Inc. for contract 09-5305. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 Under Florida Law, e~mail addresses are public records. If you do nol want your e-mail address released in response to a public records request. do not send electronic mail to this entity_ Instead, contact this office by telephone or in writing 1 ",-..vw.sunbiz.org - Department of State lr,lE5 Home Contact Us E~Filing Services Document Searches Forms Help Previous on L,j~l NexCc;mJ.,.ist Return To List IEntity Name Search Submit I No Events No Name History Detail by Entity Name Foreign Profit Corporation SCHENKEL & SHULTZ. INC, Filing Information Document Number 854421 FEI/EIN Number 351382527 Date Filed 10/19/1982 State IN Status ACTIVE Principal Address 111 EAST WAYNE ST #555 FT. WAYNE IN 46802 US Changed 04/02/1996 Mailing Address 111 EWAYNEST #555 FT. WAYNE IN 46802 US Changed 04/02/1996 Registered Agent Name & Address NRAI SERVICES, INC, 2731 EXECUTIVE PARK DRIVE SUITE 4 WESTON FL 33331 US Name Changed: 10/29/2004 Address Changed: 02/15/2005 Officer/Director Detail Name & Address Title CHD GOULOFF, MICHAEL S 11117 CARNOUSTIE LN FT WAYNE IN 46814 Title PO CHANDLER J THOMAS 3331 LAKEVIEW OAKS DR LONGWOOD FL 32779 http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number=854421 &inq... 12/8/2009 wNw.suhbiz.org - Department of State Annual Reports Report Year Filed Date 2007 01/11/2007 2008 01/16/2008 2009 01/13/2009 Document Images 01/13/2009 =.ANNUAL REPORT 01/16/2008 =-ANNUAL REPORT 01/11/2007 =_ANNUAL REPORT 01L19/200G-- ANNJ,JAL REI'PRT 01/10/2005 =-ANNUAL REPORT 10/29/2004 =.Reg, Agent Change 01/06/2004 ::.ANNUAL REPORT 01/22/2003.. i\NNUAL REPORT 02/20/2002..=-ANNUAL REPORT 02/02/2001 .. ANNUAL REPORT 01/27/2.000", AN Nl,IA,L REPORT 0:][Q4/1999.. ANt\!UAL REPORT 02/02/1998.. ANNUAL R.E.f'.ORT 05/0211997.. At\!NUAL..REPORI 04/02/1996.. i\NNUAL R.EPORT 04/19/1995 c' ANNUAL REPORT Page 2 of2 16 ~5 View im"ge in PDF format Vi",w image in PDF format View image in PDF format View image in PDF form"t Vi",w imag", in PDF form"t Vi",w im"ge in PDF form"t View imag'" in PDF format View imag'" in PDF form"t View image in PDF format Vi",w image ,in PDFforrrlat View image in PDF format View image in PDF format View image in PDF format View image in PDF format Vi",w image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. I Previous onJ""Jsj. No Events No Name History !iext9.n Lio;! R!!1~J1. To Lis! IEntity Name Search Submit I Home I Contact us I Docunwnt Searches I E-Filing Services I Forrns I Help I COPYright and Privacy Policies Copyright (~ 2007 State of Fiorida, Department of State http://www.sunbiz.org/scripts/cordet.exe?action=D ETF [L&in~ doc _ number~854421 &inq... 12/8/2009 16E5 Contract 09-5305 Architectural Services for Collier County FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this ~ day of let n II t1::J ,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 Schenkel & Shultz, Inc., authorized to do business in the State of Florida, whose business address is 2640 Golden Gate Boulevard, #305, Naples, Florida 34105 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. 1 16E5 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16[5 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any rnanner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other 3 16[5 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 hereby designates Gary F. Krueger, AlA, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily rnanage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to prornptly remove and replace the Principal in Charge or any Project Coordinator, or any 4 16[5 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removedmust be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 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 5 16E5 f 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. 6 16E5 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 16E5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 16fS' objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of governrnent or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 16E5 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 16E5 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on 11 16E5 the hourly rates as negotiated and attached to the Work Order, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. . 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 16E5 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16E5 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 ARTICLE 7 MAINTENANCE OF RECORDS 16E5 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16E5 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 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule B to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 16 16E5 9.3.2 . Companies issuing the insurance policy or policies shall have no recourse against. OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 17 16E5 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 18 16E5 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 16E5 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 !~e~~ determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such tenmination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 16[ 5 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Local Government Prompt Payment Act or (H) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (H) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 l6E5 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 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 or any subsequent Work Order. 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 C, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 16f5 ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSU L T ANT 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 15 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 16 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, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 16E5 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: Schenkel & Shultz, Inc. 2640 Golden Gate Parkway, #306 Naples, Florida 34105 Telephone: 239-434-2400 Fax: 239-432-2133 Attn: Gary F. Krueger, AlA 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 17 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. 25 16f5 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B INSURANCE COVERAGE Schedule C TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 16[5 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 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 C. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 27 16f5 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public . work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 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. 28 16[5 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 sea. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 29 16f5 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Architectural Services for Collier County the day and year first written above. ATTEST: c;,- ~:i:;m and ~6:~~ty~~y ~ ;: II"'" .Q ! Q~~1 !~~(121-!-IA.rl O-r/ Witness / ,/ "\ Betty J. Brundage, Principal Typed ;t~~. \' ~(1itle l ~ ) f-er( 1..---__..... WitnesS-- ........ Carol F. Mennona, Office Manager Typed Name and Title 30 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: (] /' / !~ Donna FlaIa , Chairman J ,j. /; C/,/, (!U'.f< Schenke!f& Shultz, Inc. / { .Y7~ ! ;~ F K.le..Ve6BIL f'AJ<..TJJl::12- Typed N e and Title I i!2 tS Item # Agenda \ \ p...\ 1-0 Date ~ ~o 10 Oepu 16[5 SCHEDULE A WORK ORDER # Agreement for "Architectural Services for Collier County", Dated: ,20 (RFP/Bid 09-5305) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated . 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task II Task III $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 16E5 SCHEDULE B INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or B-1 16f5 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to B-2 16E5 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: B-3 --'--,...-..---'-.-----'~..~"____~_._____.,_"____._.,._,_..__...~,.._~..."~,..~.,.s.~",,._______.-~._~.,,_.."" ___.. "._..____..~__"'~,~__.,~,_._._..___.__,_ 16f5 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) x -- $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (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 8-4 16E5 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 $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 (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 designee. B-5 16E5 (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 (6) 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 (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: B-6 16[5 Bodily Injury & Property Damage - $ 500,000 _X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes _ No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _X_ $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate 8-7 16[.' ,,' .S (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 a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will 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, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed B-8 16[5 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 (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. 8-9 16[5 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. B-10 16[5 SCHEDULE C TRUTH IN NEGOTIATION CERTIFICATE In' compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Schenkel & Shultz, 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 Architectural Services for Collier County are accurate, complete and current as of the time of contracting. Schenkel & Shultz, Inc. BY: TITLE: 'fM.J./Jld-YL- DATE: tzjlS"ID4 I C-1 SCH41060-400 16ts ACORDN CERTIFICATE OF LIABILITY INSURANCE I DA.te IMMIDDIYYYY} 12/14/2009 PRODUCER BtK Nlezer/Norma Hoeppner THIS CERTIFICATE IS ISSUED AS A MAtTER OF INFORMATION ONLY AND CONFERS NO RIGKTS UPON THE CERTIRCATE Welts Fargo Insurance ServIces or Indiana. LLC HOLOER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1721 Magnavox Way ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Fort Wayne. IN 46804-1537 INSURERS AFFORDING COVERAGE NAIC. INSURED Schenkel & Shultz. Inc. el al INSURER II: Federal Insurance Company 20281 1591 Hayley Ln. Sle 201 INSURER Il: Cincinnati Insurance Company INSURER C: INSURER D: Fort Myers, FL 33919 INSURERE: COVERAGES THE POLICIES OF ~SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOve FOR THE POLICY PERIOO 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 POUCIES DESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS. EXCLUSIONS AND CQNOlTlONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE seEN REDUCED BY PAID CLAIMS, l'YPE OF INSURANCE POLtCY HUMBER p~...~ POUCY EXPIRATION UMITS A ~ERAL UAalUTY 3511-39-28 10/14/09 10/14/10 jii;CURRENCE , 1,000,000 ~ =tERCIAl GENERAL LIABILITY A ORJ:NTED , 1,000,000 _ CLAIMS MADE [8J OCCUR MEO EXP (Any ana person) , 10,000 PERSONAL & /4DV INJURY , 1.000,000 GENERAl AGGREGATe , 1,000,000 ~~AG~n!~:APnS,PeR; PROOUCTS.COM~OPAGG , 1,000,000 POUCY j;CT LOC A ~OMOBIL! LIASIUTY 7783-95-99 10114/09 10/14/10 COMBINED SINGLE LIMIT , X ANY AUTO (Eallccidenl) 1.000,000 - - AlL OWNED AUlOS BODILY INJURY , SCHEDULeD AUTOS (PlI'peraonl - - HIRED AUTOS BODILY INJURY S NON-OWNED AUTOS (Paraccidlllll) - ""- Comp $500 PROPERl'Y DAMAGE X Coli $500 (Parateidanl) , ~RAGE L1AG.UTY AUTO ONLY - EA ACCIDENT , ANY AUTO OTHER THAN EA Ace , AUTO ONLY; AGG , B ~eSSIUMBRELLA UABIUTY ENPOOO 1362 10/14109 10114/10 EACH OCCURRENCE , 7,000,000 X OCCUR 0 CLAIMS MADE AGGREGATE S 7,000,000 , =i DEDUCTIBLE , RETENTION S S A WORKERS COMPENSATION AND 1170-21-41 10114/09 10114/10 X we STATU;, I 10Rt EMPLOVERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT S 500,000 OFF1CERlMEMBER EXCLUDED? E.L DISEAse. EA EMPLOYEE $ 500.000 m~~~~~~~6'NS below E.L DISEASE. POLICY UMIT , 500.000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE:Contract #06.3929--Annual Contract for Architectural SeNlees Certificate holder Is named additional Insured as respects general liabillly coverage CERTIFICATE HOLDER CANCELlATION SHOULD ANY OF THE ABOVE DESCRIBEO POLICIES BE CANCE1.LED BEFORE THE EXPIRATION DATE THEReoF, THI! ISSUING lNSURERwtLl ENDEAVOR TO MAll ~ DAYS wRmEN CoUler County Government NOTICE TO THE CERnFICATE HOLDER NAMED TO THE lEFT. BUT FAilURE TO 00 SO SHALL. Alto: PurchasIng Oept IMPOSe: NO OSUGATION OR UABILlTY OF ANY KINO UPON THE INSURER. ITS AGENTS OR 3301 E Tamlaml TrI REPRESENTATlVE5. Naples. FL 84112 AUTHORlZEDREPRESENTATTVE~ ~ ACORD 25 (2001/08) 1 of 2 1020311 (This certificate replaces cerUnca!e# 1020376 issued on 12114/2009) '" ACORD CORPORATION 1988 ~ ACORD@ ~ 16E 5 CERTIFICATE OF LIABILITY INSURANCE DATE (MMfDDIYYYY) 12/14/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. I PRooueER (770) 552-4225 FAX: Ames and Gough 450 Northridge Parkway Suite 102 Atlanta GA 30350 INSURERS AFFORDING COVERAGE INSURER A Zurich American Insurance --~-,-- , NAIC# INSURED Schenkel & Shultz, Inc. 1591 Haylay Lane Suite 201 Fort MYEirs FL 33907 COVERAGES ~SURER B _____ INSURER C INSURER 0 i INSURER E: _....L.. THE POLlC1ES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICA TED. 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 OI5UCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~i~ ~~~~ TYPE r'lF INo::.llRANCE I POLICY NUMBER 16~f~~~~~tBPt~ ~~flf~~b~~~t9.,~ I LIMITS ! GENERAL LIABILITY : EACH OCCURRENCE . R=MMERCIAl GENERAL LIABILITY ~~~~;SESYE~'(;~~~~ncel . [, CLAIMS MADE 0 OCCUR L MED EXP (Anyone person) . --'--- . .-.-_..~---' ~_!:,ERSONAL & ADV INJURY . i GENERAL AGGREGATE . ~'~ AGGRnE LIMIT APASlPER PRODUCTS - COMPtOP AGG . POLICY ~~,: LOC ~OMOBILE LIABILITY COMBINED SINGLE LIMIT . ANY AUTO (Eaaccident) - - ALL OWNED AUTOS BODILY INJURY $ ____.; SCHEDULED AUTOS (Per person) ------- -1 ~IRED AUTOS I BODILY INJURY . (Per accident) ! NON-OWNED AUTOS I l- I -- I PROPERTY DAMAGE . I {Pereccident} ~~GE LIABILITY I AUTO ONLY - EA ACCIDENT . ANY AUTO OTHER THAN EAACC S AUTO ONLY: AGG . I ~ESSI UMBRELLA LIABILITY EACH OCCURRENCE . OCCUR D CLAIMS MADE AGGREGATE . -- . , DEDUCTIBLE . , I RETENTION . . WORKERS COMPENSATION ! I T~JT ~T.~," I IOJ~- AND EMPLOYERS' LIABILITY Y'N I i ANY PROPRIETOR/PARTNER/EXECUTIVE D I I EL EACH ACCIDENT $ I OFFICER/MEMBER EXCLUDED? , (Mandatory!n NH) I E.L. DISEASE - EA EMPLOYE . - ~~~21~~S~Rb6~s1orNS below I I EL DISEASE . POLICY LIMIT . A OTHERprofessional OC9303224-07 3/22/2009 3/22/2010 Per Claim $5,000,000 Liability Aggregate $5,000,000 DeSCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION Collier County Purchasing Department 3301 Tamiami Trail East Naples, FL 34112 SHOULD ANY OF TH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL. ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE >latias Ormaza/NOYOLA -- - ACORD 25 (2009101) lNS025{200901) @)1988-2009ACORDCORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 26E5 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) JNS025{200901} EXHffiIT A-I Contract Amendment Ifl 16E5 09-5305 "Architectural Services for Collier County" This amendment, dated '7] / fl} 1') d rj , 20 I 0, to the referenced agreement shall be by and between the parties to the original Agreement, Schenkel & Shultz, Inc. (to be referred to as "Consultant") and Collier County, Florida, (to be referred to as "Owner"). Statement of Understanding RE: Contract # 09-5305 - "Architectural Services for Collier County" In order to continue the services provided for in the original Contract document referenced above, the Contractor agrees to amend the Contract as follows: Paragraph 5.2 shall be amended as follows: 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as negotiatea ana aIlaellea te tile Werk Oraerset forth and identified in Schedule D. which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be uodated by mutual agreement on an annual basis. in coni unction with the annual renewal of this Agreement provided for in oaragraph 4.6 above. as directed bv Owner. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Consultant and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. Accepted: YJ) ~h/1.J dr/ ,2010 . CONSULTANT: Schenkel & Shultz, Inc. OWNER: / ~~ ~JUJ^-( (J I -r--F i t?:1<tl..::,J. f7 I'-lt.V~6'~ Type Name c/f SIgnatory ---- By: By: By: CONT~CT SPECIALIST, IJ BY~ )71 l(~)~ 0" . W60d I c, l';:3 " i!"",,> .j SCHEDULE D RATE SCHEDULE Contract 09-5305 - "Architectural Services for Collier County" Professional Hourlv Rate Principal $185.00/hour Director $170.00/hour Senior Project ManagerfTechnical Specialist! Engineer $160.00/hour Senior Architect $140.00/hour Specification Writer $120.00/hour $115.00/hour $11O.00/hour Architect Field/Construction/Contract Administration Senior CADD Operator $100.00/hour Designer $95.00/hour CADD Operator $80.00/hour Clerical $55.00/hour . ... ." Patricia L. Morgan From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergov.net] Tuesday, April 06, 2010 11:47 AM Patricia L. Morgan Wood, Lyn 09-5305 Architectural Services for Collier County 09-5305 Architectural-Amend #1 (VJLatavish).pdf; 09-5305 Architectural-Amend #1 (BSSW).pdf; 09-5305 Architectural-Amend #1 (CH2M).pdf; 09-5305 Architectural-Amend #1 (Disney)pdf; 09-5305 Architectural-Amend #1 (Harvard Jolly).pdf; 09-5305 Architectural- Amend #1 (SchenkeIShultz) pdf 16E5 Trish, Attached is Amendment #1 to the referenced contract for each of the consultants under contract. Thanks, Diana De Leon Collier County Board of County Commissioners Purchasing Dept., Bldg. G (239)252-8375; Fax (239)252-6597 dianadeleon@Jcolliergov.net )nzk,: F !e,! ici,-~ l. aw. email ndrJl(-;C;c,C:, ~l(i~ pul>lic (ecolds If 'IOtl do IlOt wanl you I' !7..ffL;i ,lddie:;s dect'o!II' m:l': in enUv 1:1~;l(';I(J, ,:0,\[3ct this (jffi('(' Lv hL'r)f)iFie or in w;i1.,n(') :'(>;r>Oi<>, liI:\ pill-,I!: ',}cords ieq:L;;;\ no ",:l :',('nd 16E5 MEMORANDUM Date: January 25, 2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes and Records Department Re: Contract #09-5305 "Architectural Services for Collier County" Contractor: Disney & Associates, P A Attached is an original change order, referenced above (Item #16E5) approved by the Board of County Commissioners on January 12, 2010. The second original document will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252-8411. Thank you. Attachment ITEM NO.: ,0 -~c.. - 6\1-\ So ~ 16E5 , ,()ul.Jr:J..1i(\~: /r)~D..AitE RECEIVED: .\- ".-l . 1\ :.'-\ I ORNE) D v--' 10W JIN 1 9 PH 12' 1 G C1 tK 'f1 ~~~') / \V ~~~~) ~\U rJ, )11 REQUEST FOR LEGAL SERVICES j ,\"" C, U ;~ January 12,2010 ~ jij1 l bl)111J J~ , ~ . \ Office of the County Attorney 'r\Q\.( ~~ Colleen M. Greene, Assistant County Attorney ) Lyn M. Wood, C.P.M., Contract specialist~ ~ Purchasing Department, Extension 2667 ~ DO NOT WRITE ABOVE THIS LINE FILE NO.: ROUTED TO: Date: To: From: Re: Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. tlbisney & Associates, PA Harvard Jolly, Inc. ~\\\ ~~~J \ \J\}\VJ;}J \ \\1,'\.,\,0 \ BACKGROUND OF REQUEST: This Contract was approved by the BCC on January 12, 2010; Agend~ Item 16.E.5 ~ This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jack Curran, Purchasing MEMORANDUM 76f5 TO: Ray Carter Risk Management Department FROM: ., Lyn M. Wood, C.P.M., Contract Specialist ~..! Purchasing Department /-", \~ DATE: January 12, 2010 RE: Review Insurance for Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. "Disney & Associates, PA Harvard Jolly, Inc. This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. dod/LMW C: Jack Curran, Purchasing mausen 9 ills From: Sent: To: Cc: Subject: RaymondCarter Tuesday, January 19, 2010 11 :06 AM LynWood CurranJohn; mausen_9 Contract 09-5305 "Architectural Services for Collier County" All, I have approved the certificate of insurance provided by Disney & Associates, PA for contract 09-5305. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray ~ Cah.i:.cA Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 1 www.sunbiz.org - Department of State Page 1 of2 16f5 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on Lil!t Rl!.tum T9LlsJ IEntity Name Search Submit I ~Yj,-"I~ No Name History Detail by Entity Name Florida Profit Corporation DISNEY & ASSOCIATES. PA Filing Information Document Number P96000012911 FEI/EIN Number 650640613 Date Filed 02/06/1996 State FL Status ACTIVE Last Event CANCEL ADM DISS/REV Event Date Filed 10/14/2009 Event Effective Date NONE Principal Address 1865 VETERANS PARK DR. SUITE 301 NAPLES FL 34109 US Changed 01/05/2006 Mailing Address 1865 VETERANS PARK DR. SUiTE 301 NAPLES FL 34109 US Changed 01/05/2006 Registered Agent Name & Address DISNEY, DALAS D 1865 VETERANS PARK DR. SUITE 301 NAPLES FL 34109 Address Changed: 01/05/2006 OfficerlDirector Detail Name & Address Title DPST DISNEY. DALAS D 1865 VETERANS PARK DR NAPLES FL 34109 Annual Reports Report Year Filed Date http://www.sunbiz.org/scripts/cordet.exe?action=DETFlL&in~ doc _ number=P960000 129... 12/8/2009 www.sunbiz.org . Department of State 2007 01/31/2007 2008 01/06/2008 2009 10/14/2009 Document Images 10/14/2009 ..REIj\lST A T.EMENT 01/0612008-=-.1\NNUAL REPORT 01/31/2007 =-ANNUAL REPORT 01105/2006 ~c1\NNlJAL REPQRT 01/05/2005 ...ANNUAL REPORT 07/07/2004.c ANNUAL REPORT 04/02/2003 =-ANNUAL REPORT 04LZmOQ4.~._ANNUAL REP_ORT 03/14/2001-=-ANNUAL REPORT 04122/2000 =-ANNUAL REPORT 04/21/1999 =-ANNUAL REPORT 03/Q5L1998" ANNUAL R_EP_QRT 02/21/1997.. ANNUALR.EPQRl 02/06/1996 ..DOCUMENTS PRIOR TO 1997 pagerg E 5 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF fOrmat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format II Note: This is not official record. See documents if question or conflict. I f'r~v:i9~~__9IJ_~i~t Events No Name History lIIJ'xL<mList Return To List IEntity Name Search Submit I Home I Contact us I Document Searches I E~Filing Services I Forms I Help I Copyrigllt and Privacy Policies Copyright C,"! 2007 State of lIorida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action= D ETFlL&inCL. doc _ number= P960000 129... 12/8/2009 RLS # ---.Lf)- t' Rc"cc_f2f 'f.~a CHECKLIST FOR REVIEWING CONTRACTS iJ/5IJEY 'f-- ~~/A7'f:.s,;1 A 4. Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ I MI(... Products/CompVOp Required $ ~....H__ Personal & Advert Required $__-1'__ Each Occurrence Required $ , I FirelProp Damage Required $ S-O,6I() Automobile Liability Bodily Inj & Prop Required $. I Ml L..- Workers Compensation Each accident Required $ I ~O) WI? Disease Aggregate Required $$"61<'.<"'0 Disease Each Empl Required $/110: ~ Umbrella Liability . Each Occurrence Provided $~. Aggregate Provided $ Does Umbrella sufficiently cover any unclerinsured portion? Professional Liability Each Occurrence Required $ t \M.t L. Per Aggregate Required $ I. Other Insurance Each Occur Type:___.___ Entity Name: Entity name correct on contract? Entity registered with FL Sec. of State? ----LYes _~es V Yes .. ./Yes ._.~_ Yes v' Yes Provided $~z. ""1"- Provided $ ~____ Provided $ ~ I M.' "-~ Provided $ l' Provided $.1"!'~,.e"_ Provided $ I 11>\.1 L Provided $ Provided $ Provided $ MolL If l' 16f; No No No No No No Exp. Date_...'J//o[1O Exp. Date _~~_ Exp. Date l ( Exp. Date ~- Exp. Date _~'- Exp Date .~._. Exp Date '1 Iq llO ~ I Exp Date II Exp Date ~__,__ t , Exp Date Exp Date _'_ Yes No Provided $ Provided $ lM.lL lit- I' Required $__.. County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Provided $ /Yes _,L':Yes ....vYes Yes Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's siguature block? Attachments Are all required attachments included'! V I 'A- ~Yes ~Yes VYes ~.~es ---V. Yes ~Yes ---.lL:. Yes --1L' Y es Exp. Date~ Exp. Date .-'.'f/1-8J1.Q- Exp Date_ No No No 2No Yes No Yes Yes No No No No No __No No No No No C . Rev"wec'oitials _~ D"" ~'1 j) 04-COA- 103 /222 16E5" Contract 09-5305 Architectural Services for Collier County FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this dtlay of -..J"'V) 1'{~1/3 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 Disney & Associates, P.A., authorized to do business in the State of Florida, whose business address is 1865 Veterans Park Drive, Suite 301, Naples, FL 34109 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. 16E5 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16E5 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 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 3 16E5 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 hereby designates Dalas D. Disney, AlA, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 4 16E5 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removedmust be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 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 5 16E5 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 comrnon naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. 6 16E 5 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 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 CONSULTANTS right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 16E5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 16E5 objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, perforrned and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 16E5 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 16[5 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reirnbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such docurnentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lurnp sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on 11 16E5 the hourly rates as negotiated and attached to the Work Order, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. . 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 16ES 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16E 5 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16E5 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and docurnentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16ES 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 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule B to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 16 16E5 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsernents, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, . except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder rnust 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. 17 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 16f5 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 18 16[5 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSU L T ANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreernent and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 16E 5 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 16E5 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 16E5 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Local Government Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 16E5 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 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 or any subsequent Work Order. 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 C, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 16E 5 ARTICLE 14 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 15 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 16 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, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 16E5 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: Disney & Associates, P.A. 1865 Veterans Park Drive, Suite 301 Naples, FL 34109 Telephone: 239-596-2872 Fax: 239-596-2874 Attn: Dalas D. Disney, President 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 17 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 terrnination 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 rnodification of the terms of this Agreement. 25 16E5 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B INSURANCE COVERAGE Schedule C TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 16E 5 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 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 C. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 27 16E5 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 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 rnust be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 28 16E5 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. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 29 16f5 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Architectural Services for Collier County the day and year first written above. ATTEST: ~ .- ,..... ~r .' BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: 4~J~ , Chairman Donna Fiala ~~ed as to form and I,a, s6ffif1nc~ ) \~ u 'If-'1{ A~ L .'\ssi!tal,t County Attorney ~t""7 ~~~~- Witness 'DOtJN..lr- r>ARE .4cJ,I-1INkST Typed Name and Title j(A.AA..-.....-llo(..c ~L- Witness JA j.JDS , 'Poe So '( I CAD Typed Name and Title P.A. By: 1J~ 1)(9Jt~, PflFS/ 127vj Typed Name and itle item# J lotS- Agenda l'I:l--1. 0 Date ~ 30 16f5 SCHEDULE A WORK ORDER # Agreement for "Architectural Services for Collier County", Dated: ,20 (RFP/Bid 09-5305) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task II Task III $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 16E5 SCHEDULE B INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or B-1 16E5 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not rnaintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreernent or at its sole discretion shall be authorized to B-2 16E5 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be rnaintained 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: B-3 ."..."..._'---_...._'~..__._-_.,_..,~----_._._-- 16E; a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) x -- $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (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 Darnage including 8-4 16E5 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 $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 (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 Managernent Director or his designee. 8-5 16E5 (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 (6) 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 (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: 8-6 16E5 Bodily Injury & Property Damage - $ 500,000 _X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreernent? _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 _X_ $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate B-7 16E5 (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 a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will 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, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed B-8 16E5 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 (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. B-9 16ES 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. B-10 16f$ SCHEDULE C TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Disney & Associates, P.A., 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 Architectural Services for Collier County are accurate, complete and current as of the time of contracting. Disney & Associates, P.A. BY: TITLE: PIl..E5Ict.:JJ1 DATE: 12- -1/...01 C-1 Clienl#: 2289 DISNASS3 5 ACORDN CERTIFICATE OF LIABILITY INSURANCE I DATE (MMJDDIYYYY) 12/11/2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. rampa, FL 33622-2668 813289-5200 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Old Dominion Insurance Company 40231 Disney & Associates, P.A. INSURER B: Travelers Casualty and Surety C 19038 1865 Veterans Park Drive INSURER c: Liberty Insurance Underwriters 19917 Suite 301 INSURER D: Naples, FL 34109-0447 INSURER E: 16E 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 CONOITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT" NS" TYPE OF INSURANCE POLICY NUMBER p()O"}i~~:~~~E ~~flf~~~~N LIMITS A ~NERAL LIABILITY BPG98048 07/10/09 07/10/10 EACH OCCURRENCE .1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .500 000 I CLAIMS MADE [KJ OCCUR MED EXP (Anyone person) .5000 t- PERSONAL & ADV INJURY .1 000 000 r- GENERAl AGGREGATE .2 000 000 n'L AGGREGATE LIMIT APnS PER: PRODUCTS - COMPIOP AGG .2 000 000 .n:RO- POLICY JECT LOC A ~OMOBII_E LIABILITY BPG98048 07/10/09 07/10/10 COMBINED SINGLE LIMIT ANY AUTO (Eaaccident) '1,000,000 - - ALL OWNED AUTOS BODILY INJURY . SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X . NON-OWNED AUTOS (Per accident) =. PROPERTY DAMAGE . (Per accident) RRAGE LIABILITY AUTO ONLY - EA ACCIDENT . ANY AUTO OTHER THAN EA ACe . AUTO ONLY: AGG . ~ESSJUMBRELLA LIABILITY EACH OCCURRENCE . OCCUR 0 CLAIMS MADE AGGREGATE . . ~ DEDUCTIBLE . RETENTION . . B WORKERS COMPENSATION AND UB7083Y41 09/09/09 09/09/10 X.h~:,:gv'i,~~< I IOJ~' EMPLOYERS' LIABILITY .1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE .1,000,000 If yes, describe under .1,000,000 SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT C OTHER Professional AEE1971520108 04/18/09 04lt8/10 $1,000,000 per claim Liability $1,000,000 annl a9gr. DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Professional liability is written on a claims made and reported basis. Re: "09-5305 Architectural Services for Collier County" Collier County Board of County Commissioners is an additional insured with respect to the General Liability coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County Board of County Commissioners DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL --3D- DAYS WRITTEN Alln: Lyn M. Wood CPM NonCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Building G IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR 3301 Tamiami Trail, East REPRESENTATIVES. Naples, FL 34112 ~EDREPR~TlVE '.,., Ql... .0. - ACORD 25 (2001l08) 1 of 2 #S225554/M211359 BJM @ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain poiicies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in iieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25.S (2001/08) 2 of 2 #S225554/M211359 16E5 EXHIBIT A-I Contract Amendment #1 09-5305 "Architectural Services for Collier Connty" This amendment, dated 7J 7 4~ /'ci. ,7 iff, , 2010, to the referenced agreement shall be by and between the parties to the original Agreement, isney & Associates, P.A. (to be referred to as "Consultant") and Collier County, Florida, (to be referred to as "Owner"). Statement of Understanding RE: Contract # 09-5305 - "Architectural Services for Collier County" In order to continue the services provided for in the original Contract document referenced above, the Contractor agrees to amend the Contract as follows: Paragraph 5.2 shall be amended as follows: 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as RegeliMea aRa _ehea to the Werl, Oracmet forth and identified in Schedule D. which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule mav be updated by mutual agreement on an annual basis. in coni unction with the annual renewal of this Agreement provided for in paragraph 4.6 above. as directed bv Owner. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Consultant and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. Accepted: '1Jl ClA: c:'-tU dt/ ,2010 CONSULTANT: Disney & Associates, P .A. OWNER: By~~ 2).AiA-S Cl)CSIJEV) Type Name of Signatory By: By: C~NTRACT SPECIAL~~ By ~~,))} (/~ . y . Wood SCHEDULE D RATE SCHEDULE Contract 09-5305 - "Architectural Services for Collier County" Professional Hourlv Rate Principal $185.00/hour $170.00/hour Director Senior Project ManagerfTechnical Specialist! Engineer $160.00/hour $140.00/hour $120.00/hour Senior Architect Arch itect Specification Writer $115.00/hour Field/Construction/Contract Administration $110.00/hour $100.00/hour Senior CADD Operator Designer $95.00/hour CADD Operator $80.00/hour Clerical $55.00Ihour 7/ /9' ',. .It [7-",;; Jr:::' ~,,~_:j :C" J,) I:'-"-~ Patricia L. Mor~an 16E5 From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergov.net] Tuesday, April 06,20101147 AM Patricia L. Morgan Wood, Lyn 09-5305 Architectural Services for Collier County 09-5305 Architectural-Amend #1 (VJLatavish).pdf; 09-5305 Architectural-Amend #1 (BSSW).pdf; 09-5305 Architectural-Amend #1 (CH2M).pdf; 09-5305 Architectural-Amend #1 (Disney).pdf; 09-5305 Architectural-Amend #1 (Harvard Jolly).pdf; 09-5305 Architectural- Amend #1 (SchenkeIShultz).pdf Trish, Attached is Amendment #1 to the referenced contract for each of the consultants under contract. Thanks, Diana De Leon Collier County Board of County Commissioners Purchasing Dept., Bldg. G (239)252-8375; Fax (239)252-6597 d ianadeleon (alcolliergov. net J;1d(;1 I' 'Id;' ,....,~ <1f.,''''H' "'d" L\rnaii "j":r<, ',:;i," arc pUi)i!:; !ecord", if you (in n::l wJnt Vt,ur H,rn:;ii f!11iilv 11:,',:;1(1 ;;mt.:Hi this offin,' by lPk'piH\~H' iii ,n \..riH:q reib'hf/i le<lj(1'1~;,t' k, d putJilc records :\~quest do !lol :,;end 16[""5 MEMORANDUM Date: January 28, 2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Contract #09-5305 "Architectural Services for Collier County" Contractor: Victor J. Latavish, Architect, P A Attached is an original agreement, referenced above (Item #16E5) approved by the Board of County Commissioners on January 12, 2010. The second original document will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252-7240. Thank you. Attachment ITEM NO.::O _~~aDlRlp 16E n;~S I'~.' ,)1&;'11."11 V- 'ED: . ,rlUNT'i\lffi -. \,J\ 1\)\0 JMl25 p~ 3: 02 FILE NO.: ROUTED TO: DO NOT WRITE ABOVE THIS LINE From: Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department, Extension 2667 .~ 'J)\A..Q If.:;],IIO SfZl ~ ~vJl o ~~~ 1- 7/ (0 ~1~ ~~ fb L.- ',( -.,117 ~ SI1~ b1Yf \10 ) I ~1 REQUEST FOR LEGAL SERVICES Date: January 12, 2010 To: Office of the County Attorney Colleen M. Greene, Assistant County Attorney Re: Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. '/Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 This item has not been previously submitted. Contract review and approval. ACTION REQUESTED: OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the docurnents exit your office. Thank you. C: Jack Curran, Purchasing 16E HS MEMORANDUM TO: Ray Carter Risk Management Department FROM: Lyn M. Wood, C.P.M., Contract Specialist fl Purchasing Department ( _\~.. " ,./1 ; January 12, 2010 DATE: RE: Review Insurance for Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. v'Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. dod/LMW DATE RECEI VED jAN 1 3 2010 RISK ~GEM - .1 C: Jack Curran, Purchasing 16E 5 mausen 9 From; Sent: To: Cc: Subject: RaymondCarter Monday, January 25, 2010 10;06 AM LynWood DeLeonDiana; mausen_g; CurranJohn Contract 09-5305 "Architectural Services for Collier County" All, I have approved the certificate(s) of insurance provided by Victor J. Latavish, Architect, PA for contract 09-5305. The contract will now be forwarded to the County Attorney's Office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a publiC records request, do not send electronic mail to this entity_ Instead, contact this office by telephone or in writing 1 W)VW.sunbiz.org - Department of State 16PEe1S Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Nex.tonJ"i1;j R~j!!1'O_Io List IEntity Name Search Submit I !;.vents N_ame History Detail by Entity Name Florida Profit Corporation VICTOR J. LATAVISH, ARCHITECT, PA Filing Information Document Number K95334 FEI/EIN Number 650126127 Date Filed 06/14/1989 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 04/21/1994 Event Effective Date NONE Principal Address 4100 CORPORATE SQUARE STE.100 NAPLES FL 34104 Changed 04/30/2004 Mailing Address 4100 CORPORATE SQUARE STE.100 NAPLES FL 34104 Changed 04/30/2004 Registered Agent Name & Address LATAVISH, VICTOR J 4100 CORPORATE SQUARE STE 100 NAPLES FL 34104 US Name Changed: 03/26/2009 Address Changed: 03/26/2009 Officer/Director Detail Name & Address Title P VICTOR, LATAVISH J 4100 CORPORATE SQUARE. STE 100 NAPLES FL 34104 Annual Reports http://www .sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number=K95334&in... 12/8/2009 www.sunbiz.org - Department of State Report Year Filed Date 2007 07/02/2007 2008 07/14/2008 2009 03/26/2009 Document Images 03/26/2009 ,=-ANNUAL REPORT 07/14/2008 ,-ANNUAL REPORT 07/02/2007 -=-ANNUAL REPORT 01/23/2006 =_ANNUAL REPORT 03/30/2005 -- ANNUAL REPORT (L4LlQ/<004 -- AN NUALJ~E;PQFIT 05/05/2003 -- ANNUAL REPORT OS/27/20_02 .=..ANJ-J Ui\LR E;P ORT OS/21/<OQL=_AN NUAL REPORT 05/1.8[2000 c- ",N_NUAL REPORT ORm7/1~99 =-"'NN l,I!\lR EP ORT 05/15/1998_-- ANNUi\LREPORT 05/13/1997 -- ANNUALBEPQBI 05/01/1996 -~I\.NNUAL REPOST 05/01/1995 -- ANNUAUil;PQBT Page 2 of2 16E View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. IEntity Name Search Submit I Events Name_tits!!!))' Next!!I1,l"i~J Beturn TO,Lis! Previous on List I Horne I Contact us I Docurnent Searches I E-Filing Services I Forms I Help I Copyright and Privacy Policies Copyright @ 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number=K95334&in... 12/8/2009 16E 5 Contract 09-5305 Architectural Services for Collier County FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this I.)-t~\day of jq r)uo..~"J 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 Victor J. Latavish, Architect, P.A., authorized to do business in the State of Florida, whose business address is 4100 Corporate Square, Suite 100, Naples, Florida 34104 (hereinafter referred to as the "CONSUL TANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provIsions of Section 287.055, Florida Statutes, to provide professional CONSULTANT architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. 1 16E 5 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16E 5 1,2,2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 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 3 16E 5 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 CONSU L T ANT 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 hereby designates Victor J. Latavish, AlA, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 4 16E 5 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removedmust be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 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 5 16E 5 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. 6 16E! 5 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 16E 5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 16E 5 objectives and constraints, space, capacity and performance requirements, flexibility and expand ability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 16E 5 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 16E 5 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on 11 16E 5 the hourly rates as negotiated and attached to the Work Order, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. . 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 16E 5 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16E 5 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16E 5 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16E 5 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 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule B to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 16 16E 5 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9,5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 17 16E 5 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 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 any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 18 16E 5 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 16E 5 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 16E 5 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 16EI5 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Local Government Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 16EI, ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 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 or any subsequent Work Order. 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 C, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 16E\5 ARTICLE 14 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 15 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 16 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, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 16E 5 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: Victor J. Latavish, Architect, PA 4100 Corporate Square, Suite 100 Naples, FL 34104 Telephone: 239-643-1665 Fax: 239-643-6192 Attn: Victor J. Latavish, AlA 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 17 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. 25 16E 5 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B INSURANCE COVERAGE Schedule C TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 If>E 5 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 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 C. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 27 16E 5 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 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. 28 l'E l~5 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. " " " " " " " " " " " " " " " " 29 16E ~'5 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Architectural Services for Collier County the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E, Brock, Clerk BY:~~ Da~~~~~v~~~~o, ~ tllnature~OftI' Approved as to form and ~IlJ?LL AesistBl'lt County Attorney 'btJ'~ By: 'A..J.. w c~ Fred W. Coyle, C irman Victor J. Latavish. Architect. P.A. ~AJrjl. Witness By: K~ o Mirn~pl ThnmnS. Assnrintp Typed Name and Title &~ Witness Victor Latavish,President Typed Name and Title ~li7rlhprh nin7..0ff;rp Mgr. Typed Name and Title 30 16EI, 5 SCHEDULE A WORK ORDER # Agreement for "Architectural Services for Collier County", Dated: ,20 (RFP/Bid 09-5305) This Work O~der is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task II Task III $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 16E 5 SCHEDULE B INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or B-1 16 E'15 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to B-2 16E(t5 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: B-3 16 E15 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) x -- $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (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 B-4 16E ;'5 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 $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 (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 designee. B-5 16E \5 (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 (6) 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 (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: 8-6 16E '5 Bodily Injury & Property Damage - $ 500,000 _X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes _ No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _X_ $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate 8-7 16E 5 (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 a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will 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, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed B-8 16E 5 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 (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. 8-9 16E 5 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. 8-10 16E 5 SCHEDULE C TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Victor J. Latavish, Architect, P.A., 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 Architectural Services for Collier County are accurate, complete and current as of the time of contracting. Victor J. Latavish, Architect, P.A. BY: ~ TITLE: President DATE: December 10, 2009 C-1 12/15/2009 14:34 2396497472 PAGE 01/01 16E 5 Certificate of Insurance ~ Slale Farm Fire and casualty company, Bloomington, illinoiS Stale Farm General Insurance Company, Bloomington, II1n0i6 State Farm Fire and Casualty Company, Auro"" Ontario )( Slate Farm Florida Insurance company, \/';lnter Haven, FI...ida State Farm L1oyds, OllllS9, T."". insures the fcllov.ing ~ollcy!lolder for the CDve<>ogeS indicated below: Polloyholder VlCTORJ. LATACISH ARCHITECT, PA Address of ~olioyho'der 4100 CORPORATE SQUARE STE 100, NAPLES FL 34104 ~oca~on of o~erations SAME De.Cliptlon of operations ARCHITECT The policies listed below have been I..ued to the policyholder for the polloy periods shown. The insu...noe desa1bed in these poll1:ies is subject to all the lenmS, ""du,"on", and conditions of those ~onde., The limits of liability shown msy have been reduced by any paid daims, This certifies that ';& unllltAl'lt, Policy Period ~Imlts Of Liability Policv Number Tvee of Insurane. Elfoclive Date i Ex~lralion Pale tat boglnnlng of policy period) Comprehensive BODILY INJURY AND 98..19-5302-5 B Busines. Liability 0111112010! 0111112011 PROPERTI DAMAGE .........__......._..._...... ..____....____...____......... ~...-...-.....--..........---..m--.....---.. This Insurance includes: Products. Completed Operations Each OCCurrenoe .Q Conl12ctual Liability $ 1,000,000.00 _ Personal Injury General Aggregate $ 2,000,000,00 _ Advertising Injury - PlQducl . Completed $ 2,000,000.00 - Operations Aggregate Policy Period BODILY INJURY AND PROPERTY DAMAGE Polley Number EXCESS LIABIUlY EfIectlve P.... ! Explrafton Date (Combined Single Limltl o UmbroIIa Each Oocurrence $ DOthor i Agjl~ate $ Policy period Efl'ec:ftve Date i EXlliration Dahl Pari I . WorKers Ccmoensation . StaMoTV WorKers' (;ompensa~on , Part II - Employers LiaMty , and Employens Uability , Each AocIdent $ , Disease. Each Employee $ Diseaae - PoIioy LIm~ $ Twe of Insurance Policy Period Linnlt8 of Liability Policy Number Efl'ec:ttve Da'" 1 Exelratlon Date (at beginning of ~o1i~ ~rlod\ 98-BF.c824-5 F WORKERS CaMP 0810712009 , 0810712010 00,00011110;0001500,000 , 742 7727 -E1 6-59 AUTo 11116109 , 05/1612010 THE CERTlFICA TE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATlVE~ Y AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POtJCY DESCRIBED HEREIN. Name and Address of Certification HOldbr If any of the described poliCies are cancolod bofore ADDmONAL INSURED 1 their sxpiration dale, State Fanm. will try 10 mail a wri~en notioe 10 the oertlflea\e holder day. RFP#09.5305 "ARCHITECTURAL SERVICES FOR aLLIER before cancellation. If_ fail to man such nOlic:e, no COUNTY I obligation or liability will bo imposed en Stat. Farm or THE BOARD OF COUNTY COMISSIONERS OF COl.L1ER COUNTY its agents or representatives, 3301 TAMIAMI TRAIL EAST NAPLES, FL 34112 10turhru, ~p;,/IJ ... Signatul'Q of Authorized Ropl'8S0r1tatIVD AGENT 12/15109 Title 0"'" DARRELL CAMPBELL /\gent Name Tolophone Number (239) 843-4343 I Agent" 00<1. St<rnp AgBTll Code AFOCodIt llif13iA10 (8.~$-~oog 10012&0 16E 5 ACORD CERTIFICATE OF LIABILITY INSURANCE ! DATE (MMfDDIYYYY) TM 12/10/2009 PRODUCER Phone: (360) 598-3700 Fax: (360}598-3703 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MICHAEL J. HALL & COMPANY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ARCHITECTS & ENGINEERS PROFESSIONAL INSURANCE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PROGRAM, INC. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 19660 10TH AVENUE N.E. I I POULSBO WA 98370 ----1=ERS AFFORDING COVERAGE NAIC# ---- -----~ --- I ----.- INSURED IIN~URER A: Lloyd's Of London VICTOR J LATAVISH, ARCHITECT ----- .J INSURER B: - - ----- 4100 CORPORATE SQUARE, SUITE 100 INSURER c' NAPLES FL 34104 ---,.- -- INSURER 0: ---- INSURER E 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 - I -----.----_..~-_.- n_.____.__ -~----~ INSR AOD'L TYPE OF INSURANCE POLICY NUMBER , Pgi~~~:::~E p~~,;r(::":;~~~N LIMITS COR INSRQ , GENERAL LIABILITY : : EACH OCCURRENCE , --. QAMAGETO RENTEO ~-~_. COMMERCIAL GENERAL LIABILITY , ~ CLAIMSMADEU ?REMI~ES(Ea~c~':~n_Ul) ___.. __.. S OCCUR MED. EXP (Anyone person) .-- 1- ~---- .- PERSONAL & ADV INJURY ___ . '- I GENERAL AGGREGATE , , rEN"L AGGREGATE LIMIT APPLIES PER:, PROOUCTS-COMPIOP AGG , '-I PRO. I I, POLICY I JECT LaC I , AUTOMOBIL.E LIABILITY , COMBINED SINGLE LIMIT , , ANY AUTO (Eaaccidenl) , , I -- I - , ALL OWNED AUTOS I BOOIL Y INJURY ---- (Per person) , SCHEDULED AUTOS - ._-~--_._- .-.---.-.-- HIRED AUTOS , BODILY INJURY ---- , (Peraccidenl) , NON-OWNED AUTOS I -- -------- -.- --.---- -- -----.. PROPERTY DAMAGE , (Pllraccidant) GARAGE LIABILITY AUTO ONL Y ~ E_J:. N;;~Ip'~N:r , __n__n_ u_ ANY AUTO OTHER THAN EAACC , , . AUTO ONLY AGG , EXCESS I UMBREL.LA LIABILITY EACH OCCURRENCE " - ~ I ------~~._..------- --'------.., OCCUR I CLAIMS MADE AGGREGATE , -- i, - - DEDUCTIBLE " RETENTION $ , , WORKERS COMPENSATION AND I I 'fgR~T~~~TS . I OTHER -- EMPL.OYERS' LlABILlTY EL EACH ACCIDENT , ANY PROPR1ETORIPARTNERlEXECUTlVE ! OFFICERlMEMBER EXCLUDED? EL DISEASE-EA EMPLOY~~_ . $ ----- .. :lfyn, dncrib. und.... SPECIAL PROVISIONS b.low EL DISEASE-POLICY LIMIT , : OTHER: Professional Liability GLOPR0900496 04/18/09 04/18/10 $1,000,000 Each Claim A : Claims Made Form $1,000,000 Aggregate i DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS RFP #09-5305, "Architectural Services for Collier County" Collier County Board of County Commissioners CANCELLA nON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT CERTIFICATE HOLDER Naples, FL AUTHORIZED REPRESENTATIVE ~ .=-. ~ """ J ~ ~- I-ug~ @ ACORD CORPORATION 1988 Attention: ACORD 25 (2001/08) Certificate # 107316 16[5 EXHmIT A-I Contratt Amendment #1 09-5305 "Arcbitedural Servites for Collier COUDty" This amendment, dated /) l tZ." r'/z rJ, 'I ' 2010, to the referenced agreement shall be by and between the parties to the original Agreement, VIctor J. Latavish, Architect, P.A. (to be referred to as "Consultant") and Collier County, Florida, (to be referred to as "Owner"). Slatement ofUnderslanding RE: Contract # 09-5305 - "Architectural Services for Collier County" In order to continue the services provided for in the original Contract document referenced above, the Contraclor agrees to amend the Contract as follows: Paragraph 5.2 shall be amended as follows: 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as Hegeliatea ....a atta.hea la the Wafl, Onlamet forth and identified in Schedule D. which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated bv mutual agreement on an annual basis. in coni unction with the annual renewal orth;s Agreement provided for in naragraph 4.6 above. as directed bv Owner. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Consultant and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. Accepted: '117 .:1...k. f' ~ 2 fL , 20 I 0 CONSULTANT: Victor J. Latavish, Architect, P.A. OWNER: By: ~ ~ By: victor J. Latavish Type Name of Signatory ~PA ENT DIRECTOR By: ~rJJ cat/1( Steph n Y. Carnell ' CONTRACT SPECIALlSV BY~ )} 1 't{) yn . Wood 16E5 SCHEDULE D RATE SCHEDULE Contract 09-5305 - "Architectural Services for Collier County" Professional Hourlv Rate Principal $185.00/hour Director $170.00/hour Senior Project Manager/Technical Specialist! Engineer Senior Architect $160.00/hour $140,OO/hour Architect $120,OO/hour Specification Writer $115.00/hour Field/Construction/Contract Administration $110.00/hour Senior CADD Operator $100.00/hour Designer $95,OO/hour $80.00Ihour CADD Operator Clerical $55.00/hour Patricia L. Morgan 16E5 From: Sent: To: Cc: Subject: Attachments: DaLeonDiana [DianaDeLaon@colliergov.net] Tuesday, April 06, 2010 1147 AM Patricia L Morgan Wood, Lyn 09-5305 Architectural Services for Gollier Gounty 09-5305 Architectural-Amend #1 (VJLatavish).pdf; 09-5305 Architectural-Amend #1 (BSSW).pdf; 09-5305 Architectural-Amend #1 (GH2M).pdf; 09-5305 Architectural-Amend #1 (Disney).pdf; 09-5305 Architectural-Amend #1 (Harvard Jolly).pdf; 09-5305 Architectural- Amend #1 (SchenkeIShultz).pdf Trish, Attached is Amendment #1 to the referenced contract for each of the consultants under contract. Thanks, Diana De Leon Collier County Board of County Commissioners Purchasing Dept., Bldg. G (239)252-8375; Fax (239)252-6597 d ia nadeleon@lcolliergov.net a'i, t Ldl! dddrpsSi:' ;;1; r:IIIII:' :(: ;!l 'I,lliv' )',,!i>ri o!;.V! ;Jr,; "IO! <'n'!' \,(1t.!r f~ ;'(",: ,!,';()' 1'<",,<),>.<1 T: ,"<'V,.1'1,':"1\,,(j 16EI5 MEMORANDUM Date: January 28, 2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Contract #09-5305 "Architectural Services for Collier County" Contractor: BSSW Architects, Inc. Attached is an original agreement, referenced above (Item #16E5) approved by the Board of County Commissioners on January 12, 2010. The second original document will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252.7240. Thank you, Attachment D -;)j}c.-dtll.Q{ ITEM No.:1 -\~ FILE NO.: ROUTED TO: 16E Jrb)(\;'f.E:~JtRflilt+::IVED' :;OUN1YA.HOBN8 . ZUlU j~N 25 PK 3: \6 5 DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Date: January 12, 2010 To: Office of the County Attorney Colleen M. Greene, Assistant County Attorney +r From: Lyn M. Wood, C,P,M" Contract Specialist Purchasing Department, Extension 2667 Re: b\>J \( ~-,\\O ttc~~~11Ijv'1 ~v>~ ifv cP' ~~ ~~ . ,0'('1 I;) 1)/1) sp/l Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc, Victor J. Latavish, Architect, PA "BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. BACKGROUND OF REQUEST: " r.. , 'J' '.' \ \ / '. j,j.'~ J. (J' 1 \ I." II 'L'V!: \V \ . This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jack Curran, Purchasing 16Et 5 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Lyn M. Wood, C.P,M., Contract speCialist. ',.'~"~ Purchasing DepartmentJ A ~. DATE: January 12, 2010 RE: Review Insurance for Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA J"Bssw Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. OAtE RECEIVED JAN 2 5 2010 RISK MAAAGEMENT This Contract was approved by the BCC on January 12, 2010; Agenda Item 16E5 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you, If you have any questions, please contact me at extension 2667. dod/LMW C: Jack Curran, Purchasing 16E.S mausen 9 From: Sent: To: Cc: Subject: RaymondCarter Monday, January 25, 2010 1 :59 PM LynWood mausen_g: MarkiewiczJoanne; DeLeonDiana RE: Contract 09-5305 "Architectural Services for Collier County" Lyn thank you for obtaining the revised certificate of insurance which shows coverage beyond the 2/1/10 date on the earlier certificate. We will now forward the contract to the County Attorney's Office for their review. Thank you again! Ray From: LynWood Sent: Tuesday, January 19, 2010 11:17 AM To: RaymondCarter Cc: mausen_g Subject: RE: Contract 09-5305 "Architectural Services for Collier County" Ray, We'll be glad to get an updated certificate. Please return the contract to my attention. Thanks. From: RaymondCarter Sent: Tuesday, January 19, 2010 11:15 AM To: LynWood Cc: CurranJohn; mausen_g Subject: Contract 09-5305 "Architectural Services for Collier County" Importance: High All, I have approved the certificate(s) of insurance provided by B55W Architects, Inc. for contract 09-5305, The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray Note: The policy 21SBAGQ3449 covering CGL, Auto and their excess/umbrella liability is set to expire on 2/1/10. It may be prudent to obtain an updated certificate before sending to the CAD office and ultimately the Chairman for signature, Lyn what are your thoughts? ~ Cah.t.cJr. Manager Risk Finanace Office 239-252-8839 1 www.sunbiz.org - Department of State 1 gtll5 Home Contact Us E~Fi1ing Services Document Searches Forms Help Preyil1!J_s on Lis! Next OILList Keturn TI1J..j~! IEntity Name Search Submit I Events Name HijljQJ'y Detail by Entity Name Florida Profit Corporation BSSW ARCHITECTS, INC. Filing Information Document Number L36638 FEIIEIN Number 650159555 Date Filed 12/15/1989 State FL Status ACTIVE Effective Date 0110111990 Last Event NAME CHANGE AMENDMENT Evenl Date Filed 10118/2002 Event Elfeclive Date NONE Principal Address 1500 JACKSON ST SU ITE 200 FORT MYERS FL 33901 US Changed 04/10/2006 Mailing Address 1500 JACKSON ST SU ITE 200 FORT MYERS FL 33901 US Changed 0411012006 Registered Agent Name & Address WEAVER, RONALD 1500 JACKSON ST SUITE 200 FORT MYERS FL 33901 Name Changed: 0411411999 Address Changed: 04110/2006 Officer/Director Detail Name & Address Title DP WEAVER, RONALD G. 1500 JACKSON ST FORT MYERS FL 33901 Title DV http://www,sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ number=L36638&inq.,. 12/8/2009 16E I,t"5 Contract 09-5305 Architectural Services for Collier County FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this , ;;).1i1day of . JC(~\Uil'"") , 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 BSSW Architects, Inc., authorized to do business in the State of Florida, whose business address is 1500 Jackson Street, Suite 200, Fort Myers, Florida 33901 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. 1 16E'5 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16E 5 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 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 3 16E 5 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 hereby designates Daniel A. Summers, AlA, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 4 leE 5 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removedmust be immediately replaced with a person acceptable to OWNER 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1,7.1 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 5 16E ,\15 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. 6 16E 5 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized, Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSU L T ANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 16E 5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 16E 5 objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 16E 5 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4,3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion, 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 16E 5 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on 11 16E 5 the hourly rates as negotiated and attached to the Work Order, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. . 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5,2,2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER 5,2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5,2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER 5,2,2.4. Expense of models for the OWNER'S use. 5.2,2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER, 12 16E 5 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5,5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16E 5 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT, CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16E 5 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours, 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16E 5 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 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule B to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions, 16 16E 5 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida, 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher, 17 16E 5 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 18 16E 5 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11. 1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 16E(l5 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 16E l'5 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12,1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed, CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 16E ~\"5 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension, If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Local Government Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 16E 5 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 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 or any subsequent Work Order. 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 C, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 16EI, ARTICLE 14 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 15 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 16 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, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen y, Carnell, Purchasing/GS Director Fax: 239-732-0844 24 16E 15 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: BSSW Architects, Inc. 949 Central Avenue Naples, FL 34102 Telephone: 239-643-3103 Fax: 239-643-7435 Attn: Daniel A Summers, AlA, Vice President 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 17 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. 25 16EI, 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B INSURANCE COVERAGE Schedule C TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 16E' 5 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 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 C. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 27 loE t: .J public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s, 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list" ARTICLE 20 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. 28 16E 5 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 sea. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. o o o o o o o o o o o o o o o o 29 16E 5 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Architectural Services for Collier County the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk BY~~ Date~~2~I20TO Attest as to ClI4II"a4i1 s ~ t\JllttureOllI . By: .~~ W. C,,~ Fred W. COyle, irman ~~~j~ .^,ssist",,! County Attorney ~p~ BSSW Architects. Inc. B;J--/~S--- ~t.!\6l, WVVlmei'aS V.p. Typed Name and Title ,~~, f! q. "'1) Witness t./I1JJ)11 e/lf/J/' /)P/lJ/lv, lin i. Typed Name and Title 30 16E 5 SCHEDULE A WORK ORDER # Agreement for "Architectural Services for Collier County", Dated: ,20 (RFP1Bid 09-5305) This Work Order is for professionai describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposai and the foilowing: . Task I . Task iI . Task ill Scheduie of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task iI Task Iii $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 16E 5 SCHEDULE B INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or B-1 16E 5 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to B-2 16E 5 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida, The amounts of such insurance shall not be less than: B-3 16E 5 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) x -- $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (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 8-4 16E 5 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 $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 (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 designee, 8-5 16E 5 (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 (6) 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 (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: 8-6 16E 5 Bodily Injury & Property Damage - $ 500,000 _X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes _ No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _X_ $1 ,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate B-7 16E 5 (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 a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will 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, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed B-8 16E 5 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 (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. B-9 16E 5 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, 8-10 16E 5 SCHEDULE C TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, BSSW Architects, 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 Architectural Services for Collier County are accurate, complete and current as of the time of contracting. BSSW Architects, Inc. BY~~ TITLE: V. 'P. DATE: \1-.10.0"'\ C-1 16f 5 ACORD'M CERTIFICATE OF LIABILITY INSURANCE I DATE I PRODUCER I'OSWALD,TRIPPE AND CO,INC/PHS 225153 P: (866)467-8730 F: (877)538-8526 I ,12-02-2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HO~DER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR A~ TER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO BOX 29611 , ,CHARLOTTE NC 28229 INSURERS AFFORDING COVERAGE ! INSURED I'NsuRERA.Hartford Casualty Ins CO INSURER B: BSSW ARCHITECTS, INC. INSURER c: 1500 JACKSON ST. STE 200 INSURER D: . FORT MYERS FL 33901 INSURER E: 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. 1~.fRR ! TYPE OF INSURANCE nERAL LIABILITY I . A ! COMMERCIAL GENERAL LIABILITY ~ CLAIMS MADE W OCCUR X General Liab . GEN'L AGGREGATE LIMIT APPLIES PER. , POLICY j~gT X LOC ~OMOBILE LIABILITY A ~ ANY AUTO .~' ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS ! X ' NON-OWNED AUTOS POlley NUMBER 1 POLICY EFFECTIVE POLICY EXPiRATION DATE MMIDOrYY DATE MM/DDIYYl 102/01/10102/01/11 LIMITS EACH OCCURRENCE $1,000,000 .300,000 1$10,000 ',1,000,000 ,2, 000, 000 $2,000,000 21 SBA GQ3449 FIRE DAMAGE IAny one fire) I MED EXP IAny one person) PERSONAL & AQV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG 21 SBA GQ3449 02/01/10 02/01/11 COMBINED SINGLE LIMIT lEa accident) $1,000,000 BOOIL Y INJURY (Per person) BODILY INJURY lPeraccidentl , , PROPERTY DAMAGE (Peraccidentl ~RAGE LIABILITY -----.tJ ANY AUTO ~ESS LIABILITY ' A l.XJ OCCUR U CLAIMS MADE 21 SBA GQ3449 b DEDUCTIBLE X RETENTION $10,000 AUTO ONLY - EA ACCIDENT I $ I I '02/01/10 OTHER THAN AUTO ONLY: EAACC $ AGG $ EACH OCCURRENCE 02/01/111 AGGREGATE 1 , I, " WORKERS COMPENSATION AND EMPLOYERS' lIABILITY E.l. EACH ACCIDENT I E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ . I OTHER i I! I ' I i I DESCRIPTION OF OPERATIONS/LOCATIONS/vEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS iThose usual to the Insured's Operations. For any and all work performed on behalf of Collier County, Collier County is listed as Additional Insured per the Business Liability Coverage Form SS0008, attached to this policy. GlCj ,<")'305 CERTIFICATE HOLDER ADDITIONAL INSURED; INSURER LETTER: Ilcolliers County Board of County Commissioners Naples Florida .Attn: Brenda Brilhart, Purchasing Agent 13301 TAM lAM I TRL E I NAPLES , FL 34112 ACORD 25-S 17/971 CANCE~~A TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON-PAYMENT) TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAlLURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, [TS AGENTS OR IREPRESENT A TIVES. I AUTHORIn-oi~'VE 7 ~L~ I "ACORD CORPORATION 1988 16F c; --.. DATE (MM/DOJYYl' A.C(,">Rr>~ CERTIFICATE OF LIABILITY INSURANCE 12117109 '-- Certificate 10: 154800 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Aon Risk Services, Inc. of FL CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE 1001 Brickell Bay Drive, Suite #1100 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Miami, FL 33131-4937 Phone: 800-743-8130 Fax: 800-522-7514 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: illinois National Insurance Co 23817 ADP TolalSource MI VI, LLC INSURER B 10200 Sunset Drive Miami, Fl33173 INSURER C' AL TERNA TE EMPLOYER INSURER D BSSW Architects Inc 1500 Jackson 51 INSURER E Fort Myers, FL 33901 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. l.Ir-,1iT\S]!()\V" \l{li\SIU'()lTSHU INSR AOO'L TYPE OF INSURANCE POLICY NUMBER POLlCVEFFECTIVE POLICY EXPIRATION LIMITS m INSRD DATE (MMIOOIYYYY) DATE (MMIODlYVYY) D GENERAL LIABILITY EACH OCCURRENCE $ o COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED o CLAIMS MADE o OCCUR PREMISES (Ea occurrence) $ MED EXP (Anyone person} $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ o POLICY o PROJECT o LOC $ D AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT o ANY AUTO (Eaaccident) $ o ALL OWNED AUTOS BODILY INJURY $ o SCHEDULED AUTOS (Per person) o HIRED AUTOS BODILY INJURY $ o NON OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Peraccidenl) D GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ o ANY AUTO EA $ OTHER THAN ACC AUTO ONLY: $ AGG EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ o OCCUR o CLAIMS MADE AGGREGATE $ DDEDUCTIBLE $ $ DRETENTION $ WORKERS' COMPENSATION AND I8IWCSTATU- o OTHER A EMPLOYERS' LIABILITY C WC 060167007 FL TORY LIMITS 07/01/09 07/01/10 ANY PROPRIETOR I PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ $2,000,000 OFFICER/MEMBEREXCLUOED? (MandaloryinNH) E.L. DISEASE - EA EMPLOYEE $ $2,000,000 If Yes, dllScnbBundBr SPECIALPROVISIONSbBlow E.l. DISEASE - POLICY LIMIT $ $2,000,000 OTHER DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Re: Contract #O9~5305 . architectural services for Collier County All worksite employees working for the above named client company, paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. The above named client is an alternate employer under this policy, CERTIFICA TE HO~DER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE Purchasing Department THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE 3301 Tamiami Trail East CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION Naples, FL 34112 OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE <fton. cfti.JI< 8e!DliaeJ, q....... of if' ACORD 25 (2009/01) @1988-2009ACORDCORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYVY) 1211712009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Suncoast Insurance Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa, FL 33622-2668 813 289-5200 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Colony Insurance Company 39993 BSSW Architeets, Ine. INSURER B: 1500 Jackson Street INSURER c. Fort Myers, FL 33901 INSURER D: INSURER E: Clienl#' 2047 BSSWARC3 16E 5 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. LTR 'SR TYPE OF INSURANCE POLICY NUMBER P~l-+S~:~~,!;~,~~\E p~~fJ I~J:'~~I~N LIMITS ~NERAL LIABILITY EACH OCCURRENCE I - 5MERClAL GENERAL LIABILITY ~AMAGE TO RENTE~"n""\ I - CLAIMS MADE 0 OCCUR MED EXP (Anyone person) I PERSONAL & ADV INJURY I GENERAL AGGREGATE I ~'L AGG~EnE LIMIT APPlS PER: PRODUCTS - COMP/OP AGG I PRO- POLICY JECT LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT I ANY AUTO (Eaaccidenl) - - ALL OWNED AUTOS BODILY INJURY (Par person} I r- SCHEDULED AUTOS - HIRED AUTOS BODILY INJURY (Peraccidenl) I r- NON-OWNED AUTOS e- PROPERTY DAMAGE I (Peraccidant) RAGE LIABILITY AUTO ONLY - EA ACCIDENT I ANY AUTO OTHER THAN EAACC I AUTO ONLY: AGG I 3ESSlUMBRELLA L1ABIL.ITY EACH OCCURRENCE I OCCUR 0 CLAIMS MADE AGGREGATE I I ~ ~EDUCTIBLE I RETENTION I I WORKERS COMPENSATION AND I . WC S(I~~~~ I IOJb'- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT I OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ Ifyes,dascribeundar SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT I A OTHER Professional IAE101270 04/01109 04101/10 $1,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL. PROVISIONS Professional Liability is written on a claims made and reported basis. Re: Contract #09-5305 "Architectural Services for Collier COunty. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County DATE THEREOF, THE ISSUING INSURER WIL.L ENDEAVOR TO MAIL --30.- DAYS WRITTEN Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 3301 Tamiami Trail East IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Naples, FL 34112 REPRESENTATIVES. A~ED REPR~TIVE ...,.., cJ.~ .0. - ACORD 25 (2001/08) 1 of 2 #S2270851M183214 BJM @ ACORD CORPORATION 1988 16E 5 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001108) 2 of 2 #S227085/M183214 16E5 EXIllBIT A-I Contract Amendment #1 09-5305 "Architectural Services for Collier County" This amendment, dated 'f) I ~ Jr-e j .1 t.f ,2010 to the referenced agreement shall be by and between the parties to the original Agreement, BSSW Architects, Inc. (to be referred to as "Consultant") and Collier County, Florida, (to be referred to as "Owner"). Statement of Understanding RE: Contract # 09-5305 - "Architectural Services for Collier County" In order to continue the services provided for in the original Contract document referenced above, the Contractor agrees to amend the Contract as follows: Paragraph 5.2 shall be amended as follows: 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as negetiated aod attaehed ts the \V ed, Ordefset forth and identified in Schedule D. which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule mav be updated bv mutual agreement on an annual basis. in coniunction with the annual renewal of this Agreement provided for in paragraoh 4.6 above. as directed by Owner. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Consultant and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. Accepted: If? a/{(~ ~tJ ,2010 CONSULTANT: BSSW Architects, Inc. OWNER: BY~ -- By: L/A/JleL- A. ~W\MMS V,p, Type Name of Signatory ~ENT DIRECTOR By: ~ I OAt! 5teph n Y. Carnell 7 CONTRACT SPECIALIST ~ By {~';7 7 't(J(~ y . ood SCHEDULE D RATE SCHEDULE Contract 09-5305 - "Architectural Services for Collier County" Professional Hourlv Rate Principal $185.DD/hour Director $17D.OO/hour Senior Project ManagerlTechnical Specialist! Engineer $160.00/hour Senior Architect $140.00/hour Architect $120.00/hour Specification Writer $115.00/hour Field/Construction/Contract Administration $110.0D/hour Senior CADD Operator $1 00. DO/hour $95.0D/hour $8D.OD/hour $55.DDlhour Designer CADD Operator Clerical , ,. '"-> .J .,c,,'" t5 Patricia L Morgan 16E5 From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergovnet] Tuesday, April 06,201011:47 AM Patricia L. Morgan Wood, Lyn 09-5305 Architectural Services for Collier County 09-5305 Architectural-Amend #1 (VJLatavish).pdf; 09-5305 Architectural-Amend #1 (BSSW).pdf; 09-5305 Architectural-Amend #1 (CH2M).pdf; 09-5305 Architectural-Amend #1 (Disney).pdf; 09-5305 Architectural-Amend #1 (Harvard Jolly).pdf; 09-5305 Architectural- Amend #1 (SchenkeIShultz).pdf Trish, Attached is Amendment #1 to the referenced contract for each of the consultants under contract. Thanks, Diana De Leon Collier County Board of County Commissioners Purchasing Dept., Bldg. G (239)252-8375; Fax (239)252-6597 dianadeleon@Jcolliergov.net 'irider IICI(i(i,,, L;)w P'IlL:i;! ~l(hh'%e::, aI's pUiJlic fCCDn% if VGll:le llot"idn1 ynur ern;,ii ~\(hj'ess rehCiJScci in fcspnn'+ t.1 ;1 l-;ulJllc (('(>Jri_ti It'(\lJe~_:t Uf) tlut >\:1111 ck~c;r:;r':" mail t!)is ,:nt!(y I:l~~lt;;yt ;';onLlct this oHiCi;' ny lC,lcp!)(Hk, 0' in wrilinq 16EI5 MEMORANDUM Date: February 3, 2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes and Records Department Re: Contract #09-5305 "Architectural Services for Collier County" Contractor: CH2M Hill, Inc. Attached is an original contract, referenced above (Item #16E5) approved by the Board of County Commissioners on January '2,,2010. An original will be kept in the Minutes and Records Department for the Official Records of the Board. If you should have any questions please contact me at 252-7240. Thank you. Attachment ITEM NO.:[O -~R.~ -01u70 16E 1"5 DA tlTrf-~t~~v~R: ,''it I~':-~\" i\';"-'<-"'~'-' '.J~ ..I", I \' 1"-': I: il.' , '.I!:'Y ., , '-' I ~ t ' FILE NO.: ROUTED TO: in I ,',29 PI1 2: 22 REQUEST FOR LEGAL SERVICES r DO NOT WRITE ABOVE THIS LINE Date: ~l{ Januarya6, 2010 Office of the County Attorney S i2. \' ,I -) Colleen M. Greene, Assistant County Attorner -:D\..A....t ~ 0--11 0 ~? Lyn M. Wood, C.P.M., Contract ~pecialist '-*, M Purchasing Department, ExtenSion 2667 J^\ To: From: Re: Contract: #09-5305 "Architectural Services for Collier County" Contractors: J Schenkel & Shultz, Inc. CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. ~(10J '1..\')\(0 BACKGROUND OF REQUEST: This Contract was approved by the BCC on January 12, 2010; Agenda {\~~ Item 16.E.5 ','J\rJ This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jack Curran, Purchasing 16E'5 MEMORANDUM TO: FROM: Ray Carter Risk Management Department , Lyn M. Wood, C.P.M., Contract Specialist 1,K Purchasing Department v J^ \ January~, 2010 DATE: RE: Review Insurance for Contract: #09-5305 "Architectural Services for Collier County" Contractors: Schenkel & Shultz, Inc. J CH2M Hill, Inc. Victor J. Latavish, Architect, PA BSSW Architects, Inc. Disney & Associates, PA Harvard Jolly, Inc. This Contract was approved by the BCC on January 12, 2010; Agenda Item 16.E.5 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. dod/LMW OIlT[ RFCElVE[; iMJ ? 8 2fJiO "(1 S~: iol;',N,l\GI:'ME/lfi C: Jack Curran, Purchasing 16E'5 mausen 9 From: Sent: To: Cc: Subject: RaymondCarter Friday, January 29. 2010 9:21 AM LynWood CurranJohn: DeLeonDiana: mausen_9 Contract 09-5305 "Architectural Services for Collier County" All, I have approved the certificate(s) of insurance provided by CH2M Hill, Inc. for contract 09-5305. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 Under Florida Law, e-mail addresses are public records_ If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity_ Instead, contact this office by telephone or in writing 1 v.vvw.sunbiz.org - Department of State Page 1 of 4 Home Contact Us E~Filing Services Document Searches Forms Help Previous on List N,ext Q!1j,i~! ReJYI!LTQ~i~J IEntity Name Search Submit I Events N~.m_e_I'U~!On' Detail by Entity Name Florida Profit Corporation CH2M HILL, INC. Filing Information Document Number 165770 FEIIEtN Number 590918189 Date Filed 07/12/1951 State FL Status ACTIVE Last Event MERGER Event Date Filed 10/01/2007 Event Effective Date NONE Principal Address 9191 SOUTH JAMAICA ST. ENGLEWOOD CO 80112 US Changed 01/29/2003 Mailing Address POBOX 22508 ATTN TAX DEPT DENVER CO 80222-0508 US Changed 03/17/1999 Registered Agent Name & Address C T CORPORATION SYSTEM C/O C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND RD PLANTATION FL 33324 US Name Changed: 02/22/2007 Address Changed: 02/22/2007 Officer/Director Detail Name & Address Title SECR MCLEAN, MARGARET B 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title P DEHN, WILLIAM T http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number= 165 nO&inq... 12/8/2009 www.sunbiz.org - Department of State Page 2 of 4 16 E ~5 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title A VP LATHEN, ROBERT L 9191 S JAMAICA ST ENGLEWOOD CO 80112 Title ASEC PAULA, CHASE W 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title TREA SHELTON, BRIAN R 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title VPC SHEA, JOANN 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Annual Reports Report Year Filed Date 2008 03/18/2008 2009 04/20/2009 2009 06/30/2009 Document Images 06/3Q/2.009 -, ANNl)AL_RI;;E'QRI 04/20/2009_"AN_I\HJAL REPORT 03/18/2008-~_,A,NNI"IA.L.REE'ORI 10/01/2007 -- Merqer 04/20/2007" ,A,NNl)AL REPORT 02/22/20Q7 -,Reg. Agent Change 05/01/2006 "ANNI"I,A,LREF'ORT OS/24/2005 "ANNUAL REPORT 04/30/2004" ANNUAL REPORT 02/17/20Q3 ,,_Re9. Agent Change 01/29/2003 ~- ANNlJAL_REPORT 02/28/2002 -- ANNUAL REPORT View image in PDF format View image in PDF format View image In PDF format View image in PDF format View image in PDF format View image in PDFformat View image in PDF format View image in PDF format View image .In PDF format View image in PDF format View image In PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDFformat View image inPDF format 10/2.6/2001-" Merw 08/3112.0JU-" Merw Q4/30/2001 -- ANNI"JALRITORT 05/17/2000 -- ANNUAL REPORT 03/17/1999 -- ANNUAL REPORT 04/14/1998 -- ANNUAL RI;;PQ!n 07/24/1997" ADDRESS CHANGE htlp:/ /www.sunbiz.org/scripts/cordct.exe?action=DETFIL&inCLdoc _ number= 165770&inq... 12/8/2009 -'-'-""-"-"-~--- 16E' 5 .., CH2MHILL ~ SECRETARY CERTIFICATE I. Paula W. Chase. Assistant Corporate Secretary of CH2M HILL, Inc., hereby certify that the following is a resolution adopted by the Board of Directors by Unanimous Written Consent on July 7, 2008. I further certify that said resolution is in full force and effect as of November 11. 2009: BE IT RESOLVED that the authority to execute. on behalf of this corporation. or any of its affiliates or sub- sidiaries, agreements pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation. BE IT FURTHER RESOL VEO that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name and title to execute agreements. BE IT FURTHER RESOLVED that the authority to execute. on behalf of this corporation, or any of its affiliates or subsidiaries. agreements other than those pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation BE IT FURTHER RESOLVED that the PreSident or Chief Financial Officer may. from time to time. authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements other than those pertaining to performing services for clients. Provided. however. that such authorization is in writing authorizing the individual by name to execute agreements, I further certify that Alan F. Bollinger is Designated Manager and Business Vice President of CH2M HILL, Inc., and has been granted authority in accordance with the above resolution and may sign documents on behalf of the firm in an amount up to $25.000.000. Dated this 11th day of November. 2009. ~OC.lciJ..Sf... / la W. Chase, Assistant Secretary State of Colorado County of Douglas Subscribed and sworn to before me by Paula W Chase. known to me to be the Assistant Secretary of CH2M HILL. Inc, this 11th day of November, 2009. Notary Public My commiSSIon expires: 7, ... / 1/, "'~.""...... ~ ",....... ....~1-: b '2' \'" , '. .. 10 '."^, e'8i i$ II ,..., "~'i ti . r ".:r> ,r_, \I" -' , .::u ',- j '~(~'J \.,0 t ""':" ......~ l ..,y.... . /}j, ..,~.~,...".,..."',,;"'._/' ~='"'~ RLS# IO-fJ~(.- t)f~l E CHECKLIST FOR REVIEWING CONTRACTS 1 b (!II~--t-J~,-_-------- Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &lor Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ I ~Il-- Products/Compl/Op Required $ " Personal & Advert Required $ t' Each Occurrence Required $~_ FirelProp Damage Required $ r;1>) .~O Automobile Liability Bodily Inj & Prop Required $., l lV\" I..- Workers Compensation Each accident Required $ 100) POO. Disease Aggregate Required $ "",, "'() Disease Each Empl Required $ f'~: ~() Umbrella Liability . Each Occurrence Provided $ Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ \ Mo,I..- Per Aggregate Required $ Other Insurance Each Occur Type: Entity Name: Entity name correct on contract? Entity registered with FL Sec. of State? , ' ../Yes V""Yos ~Yes ~Yes ,/'Yes _.IZ:Yes Provided $ Provided $ Provided $ Provided $ Provided $ fI\\LL_ II f.~M\.\"" t' " Provided $_l-~Il.._ Provided $ Provided $ Provided $ IMtl.. " (' 5 No No No No .~No _No Exp. Date ..511lUI/I? Exp. Date -.' Exp. Date _ lr Exp. Date ----"'-- ~ Exp. Date " Exp Date rll ! 2/)ll! Exp Date S' II (Z()IO Exp Date---,~ Exp Date~_ Exp Date ___ Exp Date__ Yes No Provided $ Provided $ I \M" L " Required $ ~__._ Provided $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? Attachments Are all required attachments included? ..L Yes _L. Yes ~es Yes tJbtIJ. Ilf5/). ___.L.yes ./ Yes ~Yes :::::z Y es I' fil.Y /1='/M't'€- ----L. Yes V Yes ----vr Yes ~~Yes Exp. Date Exp. Date 5'/, I ;ll>lli " Exp Date__ No No No _.LNo Yes No Yes Yes No No No No No No No No No No Reviewer lnitials: ~~ Date: IJZ'l 1) 04-COA--=DifOJO! 2 16E'5 Contract 09-5305 Architectural Services for Collier County FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this O:th day of ~1{Lhcl..Ql") ,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 CH2M Hill, Inc., authorized to do business in the State of Florida, whose business address is 9191 South Jamaica Street, Englewood, Colorado 80112 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. 1 16Et5 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16 E~5 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 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 3 16E'5 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 hereby designates Carey G. Moulton, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 4 16E"5 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removedmust be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7,1 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 5 16 E '5 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. 6 16 E ~5 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 16E 5 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 16 E -5 objectives and constraints, space, capacity and performance requirements, flexibility and expand ability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANTS disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 16E45 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWN ER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 16E<i5 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSA TION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on 11 16E"5 the hourly rates as negotiated and attached to the Work Order, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. . 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4, Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 52.2.6 Other items on request and approved in writing by the OWNER. 12 16 E "5 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16E 5 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16E 5 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16E t:, , .,;'''' 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 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule B to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 16 16EI5 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 17 16E \~5 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 18 16E '.5 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 16 E~5 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 16E 5 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to , be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S ~emedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 16 E ~5 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Local Government Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 16E '15 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 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 or any subsequent Work Order. 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 C. certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 ARTICLE 14 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 15 MODI FICA TION 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 16 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, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 16E "5 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: CH2M Hill, Inc. 5801 Pelican Bay Boulevard, Suite 505 Naples, FL 34108 Telephone: 239-596-1715 Fax: 239-596-2579 Attn: Carey G. Moulton, Area Manager 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 17 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. 25 16E~5 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B INSURANCE COVERAGE Schedule C TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 16E l5 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 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 soleiy 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 C. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 27 16E 5 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 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. 28 16E 5 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. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 29 16E 5 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Architectural Services for Collier County the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. BrocR,Clerk BY:, 4L~ d~ Dale: Attest. U . jt~..t),':- ~' ~- By: Donna Fiala Chairman Approved as to form and ~ffrt1Zj~L Assislsl'lt County Attorney Dtr7 CH2M Hill. Inc. By )w2 ~ .,.4 \Q" &'lh(\~Y"(t \.J jC't Pre.;, idW- Typed Name and itle ,A!;s4 . 16E 5 SCHEDULE A WORK ORDER # Agreement for "Architectural Services for Collier County", Dated: ,20 (RFP/Bid 09-5305) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above. Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: . Task I . Task II . Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) , Task I $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Dep?rtment Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A.1 16E 5 SCHEDULE B INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or B.1 16E 5 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to B-2 16E 5 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: B-3 16E 5 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) _x_ $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (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 8-4 16E 5 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 Damag~ _ 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 $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 (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 designee. 8-5 16E 5 (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 (6) 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 (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: 8-6 16E 5 Bodily Injury & Property Damage - $ 500,000 _X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate _X_ $1 ,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate B-7 16E 5 (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 a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will 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, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed B-8 16E 5 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 (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. B-9 16E 5 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. B-10 16E 5 SCHEDULE C TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CH2M Hill, 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 Architectural Services for Collier County are accurate, complete and current as of the time of contracti ng. CH2M Hill, Inc. A-tl-. C-;' ,._L( Y BY: TITLE: Alan Bollinger, Vice President January 21,2010 DATE: C-1 ---. /) ACORd ~ .___1 DATE (MMIDDNYVY) 01/19/2010 ------------ ----- ~._-"-- THIS CERTIFICATION IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS uPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTENO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CERTIFICATE OF LIABILITY INSURANCE PRODUCER MARSH USA. INC. 1225 17TH STREET. SUITE 2100 DENVER. CO 80202-5534 15114 -00124-GAWC-09/10 TPA DE INSURERS AFFORDING COVERAGE NAIC# 16535 40142 INSURED CH2M HILL. ]NC. 5801 PELICAN BAY BLVD. SUITE 505 NAPLES. FL 34108 INSURER A: Zurich American Insurance CO INSURER B: American Zurich Insurance CO. INSURER c: l COVERAGES INSURER 0: INSURER E: ., ----_.,._-_._--_.~.__.- "------,---, ----------- ..__._---_._~ - -,. 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 LlMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NS ADD' TYPE OF INSURANCE POLICY NUMBER POUCYEFFECTIVE POLICY EXPIRATION LIMITS LTR INSR OATE(MMlDDIYYYY) DATE {MMlDDfYYYY) X GENERAL LIABILITY EACH OCCURRENCE 1 500 000 ~ ~~~~~~~~:~:;r~cel A ~ COMMERCIAL GENERAL LIABiliTY GL03784726-05 05/01/2009 05/01/2010 $ 1.500,000 ~ b CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $ .K. $500'OOO.sIR______, PERSONAL & ADV INJURY $ 1.500.000 ~ GENERAL AGGREGATE $ 5,000.000 GENERAL AGGREGATE LIMIT APPLIES PER : PRODUCTS - COMP/OP AG 5,000.000 -, POLICY n PRO, n JECT LOC X AUTOMOBILE L.IABILlTY I 05/01/2010 COMBINED SINGLE LIMIT - $ 2,000.000 A ~ ANY AUTO BAP8378516-14 05/01/2009 (Eaaccident) BODILY INJURY $ - - ALL OWNED AUTOS SCHEDULED AUTOS , (Per person) C- I i HIRED AUTOS BODILY INJURY $ I- (Peraccidenl) NON-OWNED AUTOS C- PROPERTY DAMAGE C- (Per accident) $ , GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ R ANY AUTO OTHER THAN EA ACC $ -,-, ---~._.._- AUTO ONLY: $ AGG I I EXCESS { UMBRELLA LIABILITY EACH OCCURRENCE $ I b OCCUR 0 CLAIMS MADE AGGREGATE $ -- --- $ ~ DEDUCTIBLE $ I i RETENTION $ I. WORKERS COMPENSATION AND X WC STATU- I OJ!;'. B EMPLOYERS' LIABILITY WC8378566-15 (AOS) 05/01/2009 05/01/2010 $ 1.000.000 ANY PROPRIETORJPARTNERlEXECUTIVE Y I N WC8378565-14 (WI & MA) 05/01/2009 05/01/2010 L. EACH ACCIDENT B OFFICER/MEMBER EXCLUDED? 0 $ WC3784761-04 (ID) 05/01/2009 05/01/2010 L_ DISEASE - EA EMPLOYE 1.000.000 ,A : I (Mandatory in NH) If yes, describe under EL DISEASE- POLICY LIMIT $ 1.000.000 SPECIAL PROVISIONS below I I OTHER i I DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: CONTRACT 09-5305 ARCHITECTURAL SERVICES ':J CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS THE]R INTEREST MAY APPEAR TO AUTOMOBILE L1AB]L1TY AND AS PER THE GENERAL LIABILITY BROAD FORM ENDORSEMENT. COVERAGE PROVIDED BY THE ABOVE GENERAL LIABILITY AND AUTO POLICIES SHALL BE PRIMARY AND]S LIMITED TO THE LIABILITY RESuLTING FROM THE NAMED INSURED'S OWNERSHIP AND/OR OPERATIONS. L ___'__~~__.___,______._, ._,___, CERTIFICATE HOLDER SEA-001558154-01 CANCELLATION BOARD OF COUNTY COMMISSIONERS PURCHASING DEPARTMENT COLLIER COuNTY 3301 TAMIAMI TRAIL EAST NAPLES, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30_"_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 0i?~ a,cf.I~E--<.J I I ,__ ACORD 25 (2009/01) A~?~~~~EB~~PI~~~ENTATIVE Sh<J.ron A. Hammer @1998-2009ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD _._---~.- 16E 5 IMPORTANT If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION is WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25 (2009/01) /) ACORd --~- 16E 5 15114 -00006-PL 1 MM-09/1 0 TPA DE --,-- ---- - -- - - -------- -[--~ BILlTY INSURANCE DATE (MMIDDfYYYY) 01/19/2010 - -_.~ -- ,.- nO'____ -----,-.---.------ THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTENO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE I NAIC# INSURER A: Zurich American Insurance Co 16535 .- INSURER B: f-, ,- INSURER C: INSURER D: INSURER E: ---,j CERTIFICATE OF L1A PRODUCER MARSH USA. INC. 122517TH STREET, SuiTE 2100 DENVER. CO 80202-5534 INSURED CH2M HILL. INC. 5801 PELICAN BAY BLVD. SUITE 505 NAPLES. FL 34108 COVERAGES H_____,_____,_ 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. NS ADD' TYPE OF INSURANCE POLICY NUMBER I POLlCYEFFECT/vE POLlCYEXPlRATION L.TR INSR DATE(MMlODIYYYY) DATE(MMIDDiYYYY} LIMITS GENERAL LIABILITY COMMERCiAl GENERAL LIABILITY CLAIMS MADE D OCCUR ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS EACH OCCURRENCE DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP (Anyone person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AG COMBINED SINGLE LIMIT $ (Eaaccident) BODILY INJURY $ "^-"-- (Per person} BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ (Peraccidenl) GARAGE LIABILITY ANY AUTO OTHER THAN AUTO ONLY: AUTO ONLY - EA ACCIDENT $ EAACC $ AGG $ $ $ $ $ EXCESS I UMBREL.LA LIABILITY ~ OCCUR D CLAIMS MADE EACH OCCURRENCE AGGREGATE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERJEXECUTIVE Y IN OFFICER/MEMBER EXCLUDED? ~-._l _ IT~~$T~g~ 1_ OTH- (Mandaloryin NH} If yes, describe under SPECIAL PROVISIONS below I OTHER A PROFESSIONAL LIABILITY' II I DESCRIPTION OF OPERATIONSfLOCATIONSNEHICLESfEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: CONTRACT 09-5305 ARCHITECTURAL SERVICES 'FOR PROFESSIONAL LIABILITY COVERAGE. THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY PERIOD FOR ALL OPERATIONS OF THE INSURED. THE LIMIT WILL BE REDuCED BY PAYMENTS OF INDEMNITY AND EXPENSE. '$ .L. DISEASE - EA EMPLOYE $ .L DISEASE. POLICY LIMIT $ L. EACH ACCIDENT EOC3829621-07 05/01/2009 05/01/2010 $1.000,000 EACH CLAIM AND TOTAL FOR ALL CLAIMS $500.000 DEDUCTIBLE CERTIFICATE HOLDER SEA,OO 1558158-0 1 CANCELLATION BOARD OF COUNTY COMMISSIONERS PuRCHASING DEPARTMENT COLLIER COUNTY 3301 TAMIAMI TRAIL EAST NAPLES. FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL N.--. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ~lAA~~~~EB~fl~~~ENTA rIVE Sharon A Hammer ITS AGENTS OR REPRESENTATIVES. 0i?~ a,c#c~<",---, ACORO 25 (2009/01) @ 1998~2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD 16E 5 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificale of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer. and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Acord 25 (2009/01) 16E5 EXHIBIT A-I Contract Amendment #1 09-5305 "Architeetural Services for Collier County" This amendment, dated 7YftlA' />L ,,2~, 2010, to the referenced agreement shall be by and between the panles to the orig . I Agreement, CH M Hill, Inc. (to be referred to as "Consultantn) and Collier County, Florida, (to be referred to as "Ownern). Statement of UndentllDding RE: Contract # 09-5305 - "Architectural Services for Collier County" In order to continue the services provided for in the original Contract document referenced above, the Contractor agrees to amend the Contract as follows: Paragraph 5.2 shall be amended as follows: 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or somo olher agreed to format) conlamod in each sepamte Work Order shall be ba>;ed on tho hourly rates as ..getiated a.d _ehed Ie th. WeFI. O,d.met forth and identified in Schedule D. which is attached hereto. for the time reasonably expended by CONSULTANT'S personnel in performing the Services., The Rate Schedule m.v be undRted by mutual Ht!reement on all annual hasis. in coni unction with the annual renewal cflhis Agreemel1t provided for in oarallraph 4.6 above. as directed bv Owner. All other lerms and conditions of the agreement shall remaip in force. IN WITNESS WHEREOF, the Consultant and the County have each, respectively, by an aufhorizcd person or agent, hereunder set their hands and seals 011 the date(s) indicated below. Accepted : '1JJtJ/TAI-L ;;1,2010 CONSULTANT: CH2M Hill, Inc. OWNER: By: 0-1 L By: ,.... ..-...rUf~' Mo" 1-1..1'"\ Type Name of Signatory 1)..- r e-t.- i\,A... "--- i""-~'i~.y- ~~T DIRECTOR 11/ti By: ~' Q" Stephen . earn By Jl6 SCHEDULE D RATE SCHEDULE Contract 09.5305 - "Architectural Services for Collier County" Principal Hourly Rate $185.00/hour Professional Director $170.00Ihour senior Project ManagerlTechnical Specialist! Engineer Senior Architect $160.00/hour $140.00/hour Architect $120.00Ihour Specification Writer Field/Construction/Contract Administration $115.00/hour $110.00/hour Senior CADD Operator $1 00. OOlhour Designer $95.00Ihour Clerical $80.00Ihour $55.00Ihour CADD Operator Patricia L. Morgan 16E5 From: Sent: To: Cc: Subject: Attachments: DeLeonDiana [DianaDeLeon@colliergovnet] Tuesday, April 06, 2010 11:47 AM Patricia L. Morgan Wood, Lyn 09-5305 Architectural Services for Collier County 09-5305 Architectural-Amend #1 (VJLatavish).pdf; 09-5305 Architectural-Amend #1 (BSSW).pdf; 09-5305 Architectural-Amend #1 (CH2M).pdf; 09-5305 Architectural-Amend #1 (Disney).pdf; 09-5305 Architectural-Amend #1 (Harvard Jolly).pdf; 09-5305 Architectural- Amend #1 (SchenkeIShultz).pdf Trish. Attached is Amendment #1 to the referenced contract for each of the consultants under contract. Thanks, Diana De Leon Collier County Board of County Commissioners Purchasing Dept., Bldg. G (239)252-8375; Fax (239)252-6597 d ia n ade leo n@lcolliergov.net ,\I,i.:, <(',., ~u" (i(,t)"i_', II'li_Hih :equr,'~;t ;:0 ::,-r '-,(:,nd