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Agenda 11/13/2018 Item #16A2611/13/2018 EXECUTIVE SUMMARY Recommendation to approve Second Amendment to Agreement No. 17-7103 with Q. Grady Minor and Associates, P.A., for post-design construction administration services, in the amount of $190,844 for the West Goodlette-Frank Road Joint Stormwater-Sewer Project. (Project No. 60142) OBJECTIVE: To obtain Board of County Commissioners (Board) approval of the first of two proposed amendments to fund the post-design construction administration services tasks in the previously approved Agreement No. 17-7103 with Q. Grady Minor and Associates, P.A., for the West Goodlette -Frank Road Joint Stormwater-Sewer Project. CONSIDERATIONS: On July 11, 2017 (Agenda Item 16A17), the Board approved Agreement No. 17- 7103 with Q. Grady Minor and Associates, P.A. (GradyMinor) for the engineering design and permitting of the West Goodlette-Frank Road Joint Stormwater-Sewer Project (Project No. 60142). The contract contains nine (9) tasks, but only seven (7) of them were initially funded. Task 7 - Contract Administration and Task 8 - Construction As-Built Survey were specifically not funded but were identified as “To Be Determined” at a later date once the engineering design plans were completed and a cost estimate could be made based upon the complexity of the plans and level of difficulty anticipated for construction. On July 25, 2017, the County administratively approved the First Amendment to Agreement No. 17-7103 to correct a Scrivener’s error on Schedule B, “Basis of Compensation,” Section 2. Compensation to Consultant, to amend the total fee amount from $659,591 to $695,591. On April 13, 2018, the County released a solicitation requesting that interested and qualified contractors submit bids for the construction of the project; and bids were received by May 1 4, 2018. The resulting three-party construction contract drafted between the Board, the City and the low bid contractor, WPM - Southern, LLC, was scheduled for presentation to the City Council on June 13, 2018, and to the Board on June 26, 2018. At the City Council’s June 13, 2018 meeting, the three-party construction contract was withdrawn after the City Council voted against a final assessment resolution intended to establish funding for the City’s sanitary sewer and potable water portions of the project. The Board approved the three-party construction contract on June 26, 2018, with the stipulation that the City be given one hundred twenty (120) days to reconsider its June 13, 2018 decision not to go forward with the project. On August 15, 2018, the Cit y Council agreed to reconsider its earlier decision; which set up a reconsideration vote, with a second public notice period, leading to the City’s consideration of a revised final assessment resolution, as well as the proposed three-party construction contract at the City’s October 17, 2018 meeting. On October 17, 2018, the City Council approved the revised final assessment resolution and the three-party construction contract with the Board, allowing this project to proceed. This proposed Second Amendment will fund approximately the first year of Task 7 - Construction Administration services by the engineering design firm and engineer of record. The specific services for this work are contained in the attached Second Amendment with GradyMinor. Currently, there is no proposed funding for the previously identified Task 8 - Construction As-Built Survey. That task was subsequently placed into the construction bid solicitation as a cost to be incurred by the selected contractor, so there is no need to fund this work through the current engineering contract. In accordance with the First Amendment to the Interlocal Agreement and the seven (7) tasks funded under the existing contract with GradyMinor, the County will invoice the City of Naples for reimbursement of 16.A.26 Packet Pg. 945 11/13/2018 its proportional payment for these construction administration services at a 50/50 cost split. FISCAL IMPACT: Funding for the post-design construction administration services, is budgeted as part of the Stormwater Capital Program, in Fund 325, Project Number 60142. As provided above, the cost will be shared evenly between the City and the County, however, in accordance with the Interlocal Agreement, the City will reimburse the County for its portion. GROWTH MANAGEMENT IMPACT: The proposed construction project is consistent with the applicable sections of the Stormwater Management and Conservation and Coastal Management elements of the Collier County Growth Management Plan. This project has high prioritization due to the flooding experienced in the neighborhood and has been approved as part of the Annual Update and Inventory Report/Capital Improvement Element and the annual Stormwater Capital Budget. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: To approve the Second Amendment to Agreement No. 17-7103 with Q. Grady Minor and Associates, P.A., authorize all budget amendments necessary to recognize and appropriate funds for the project and authorize the Chairman to sign the attached Amendment. Prepared by: Robert Wiley, Principal Project Manager, Stormwater Management Section, Capital Project Planning, Impact Fees and Program Management Division ATTACHMENT(S) 1. [Linked] RFP 17-7103 Q. Grady Minor_Agreement_FullExec (PDF) 2. Second Amendment to Agreement 17-7103 Vendor Signed 11022018 final (PDF) 16.A.26 Packet Pg. 946 11/13/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.A.26 Doc ID: 7002 Item Summary: Recommendation to approve Second Amendment to Agreement No. 17-7103 with Q. Grady Minor and Associates, P.A. for post-design construction administration services in the amount of $190,844 for the West Goodlette-Frank Road Joint Stormwater-Sewer Project. (Project No. 60142) Meeting Date: 11/13/2018 Prepared by: Title: Project Manager, Principal – Capital Project Planning, Impact Fees, and Program Management Name: Robert Wiley 10/23/2018 1:22 PM Submitted by: Title: Division Director - IF, CPP & PM – Capital Project Planning, Impact Fees, and Program Management Name: Amy Patterson 10/23/2018 1:22 PM Approved By: Review: Growth Management Department Judy Puig Level 1 Reviewer Completed 10/23/2018 3:59 PM Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 10/23/2018 4:02 PM Capital Project Planning, Impact Fees, and Program Management Gerald Kurtz Additional Reviewer Completed 10/23/2018 4:10 PM Growth Management Department Lisa Taylor Additional Reviewer Completed 10/24/2018 10:51 AM Growth Management Operations Support Christopher Johnson Additional Reviewer Completed 10/24/2018 12:37 PM Procurement Services Robert Wiley Additional Reviewer Skipped 10/24/2018 2:41 PM Procurement Services Robert Wiley Additional Reviewer Skipped 10/24/2018 2:41 PM Procurement Services Ted Coyman Additional Reviewer Completed 10/24/2018 5:50 PM Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 10/25/2018 9:59 AM Procurement Services Paula Brethauer Additional Reviewer Skipped 10/25/2018 10:41 AM Growth Management Department Jeanne Marcella Department Head Review Completed 10/25/2018 10:45 AM Growth Management Department James C French Deputy Department Head Review Skipped 10/25/2018 10:52 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 10/29/2018 8:58 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/29/2018 9:28 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 10/29/2018 10:36 AM 16.A.26 Packet Pg. 947 11/13/2018 County Attorney's Office Emily Pepin CAO Preview Completed 10/29/2018 10:59 AM Office of Management and Budget Susan Usher Additional Reviewer Completed 11/02/2018 4:51 PM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 11/04/2018 2:38 PM Board of County Commissioners MaryJo Brock Meeting Pending 11/13/2018 9:00 AM 16.A.26 Packet Pg. 948 16.A.26.b Packet Pg. 949 Attachment: Second Amendment to Agreement 17-7103 Vendor Signed 11022018 final (7002 : Second Amendment to Agreement No. 17-7103 16.A.26.b Packet Pg. 950 Attachment: Second Amendment to Agreement 17-7103 Vendor Signed 11022018 final (7002 : Second Amendment to Agreement No. 17-7103 16.A.26.b Packet Pg. 951 Attachment: Second Amendment to Agreement 17-7103 Vendor Signed 11022018 final (7002 : Second Amendment to Agreement No. 17-7103 16.A.26.bPacket Pg. 952Attachment: Second Amendment to Agreement 17-7103 Vendor Signed 11022018 final (7002 : Second Amendment to Agreement No. 17-7103 with Grady Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this I day of ti, 201 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 Q. Grady Minor & Associates, P.A., authorized to do business in the State of Florida, whose business address is 3800 Via Del Rey, Bonita Springs, Florida 34134 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Design and Other Related Services of the CONSULTANT concerning West Goodlette Frank Road Joint Stormwater- Sewer Project (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; and WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Assoclates, P.A. ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional and Other Related Services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Justin Frederiksen, PE a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote a 9 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project' Q. Grady Minor & Associates, P.A. whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (Ova) 3 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. Communication and Customer•' • E. • Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: • • i The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. ®d� 4 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to s °pa Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project' Q. Grady Minor & Associates, P.A. 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 DWG or MicroStation DGN 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. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by OWNER through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by 6 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Pror-6 Q. Grady Minor & Associates, CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.2. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.4. Providing renderings or models for OWNER'S use. 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic 7 `, Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project' Q. Grady Minor & Associates, P.A. evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would 8 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Projec Q. Grady Minor & Associates, P.A. have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. 9 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer ProeL"j�. Q. Grady Minor & Associates, `� ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to 10 ®4 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5. In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the Consultant 's employees and subcontractors to perform the work (number of 11 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P. TO ), hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also 12 � Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Projec Q. Grady Minor & Associates, P.A. t� acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or -anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. 13 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" ®� Q. Grady Minor & Associates, P.A. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 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 14 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" ®A Q. Grady Minor & Associates, P.A.. OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 15 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project' Q. Grady Minor & Associates, P.A. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub -subcontractors. 10.4. CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 16 Contract # 17-7103 'West Goodlette Frank Road Joint Stormwater-Sewer Project'OA Q. Grady Minor & Associates, P.A. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the 17 o; Contract # 17-7103 "West Goodlette Frank Road Joint Slormwater-Sewer Project", -QJ Q. Grady Minor & Associates, P.A. termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may 18 ®�Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q, Grady Minor & Associates, P.A. terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. 19 ®� Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Projec� Q. Grady Minor & Associates, P.A. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of.record: Board of County Commissioners Collier County Florida c/o Growth Management Division Capital Project Planning, Impact Fees and Program Management 2685 South Horseshoe Drive, Suite 103 Naples, Florida 34104 Attention: Robert Wiley, Principal Project Manager Telephone: 239-252-2322 Email: robertwiley(@.colIiergov.net 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: 20 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. Q. Grady Minor & Associates, P.A. 3800 Via Del Rey Bonita Springs, Florida 34134 Phone: 239-947-1144 Attention: Justin Frederiksen, PE: Email: ifrederiksen(a)-gradyminor.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall nQt 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 21 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Proje "®�t,j Q. Grady Minor & Associates, P.A. and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL RFP # 17-7103 Terms and Conditions Consultant's Proposal ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be 22 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project' Q. Grady Minor & Associates, P.A. brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In -Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been nformed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." 23 a Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior, to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 24 �' �a Contract # 17-7103 "West Goodiette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Design and Other Related Services the day and year first written above. ATTEST By: Date: signature.q! 0, �_Ilv 11 forn,, and Legality: 7wssistani county Attorney —T < Name Name and Title N 25 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, B y://I�1L✓"..r . .L r. Penny TaylVITairma or & Associates. P.A op 0 ' Name1-"ffqft1& VV. ivilinor, P.E. 7President -: Contract # 17-7103 'West Goodlette Frank Road Joint Stormwater- Sewer Project' Q. Grady Minor & Associates, P.A. SCHEDULE A SCOPE OF SERVICES Collier County's Board of County Commission (BOCC) and the City of Naples City Council have entered into an interlocal agreement to improve the West G -F Road project area's stormwater attenuation and treatment; expand the City's wastewater system; and improve the City's water service. In general, the West G -F Road Project involves the design of County -owned roadside drainage system and City of Naples (City) owned sanitary sewer throughout the entire project area, a linear distance of approximately 20,000 feet, and the City's potable water systems in select regions of the project area, a linear distance of approximately 4,500 feet. Additionally, as part of the proposed sanitary sewer system, two pump stations will be designed and the complete rebuilding of the affected roadways will be designed. As understood, the West G -F Road project's design needs to be complete and ready for construction advertisement by January 2018. GradyMinor in general proposes to provide the following professional services related to West G -F Road Improvements project: ® Attend and assist County and City staff with progress meetings. ® Public relations assistance including attending public information meetings with County and City staff and the preparation of graphics/exhibits. ® Project management through bidding. • Subsurface investigation of underground utilities. ® Geotechnical investigation. Land surveying. • Basis of design report. • Engineering design of the proposed improvements. o Engineering drawing shall generally include cover sheet, index, key map, and general note sheets, civil/site plans (for utility infrastructure and drainage improvements), including plan and profile views and typical sections, as required; demolition/removal plan, and detail sheets. o The technical specification shall generally include the County/City Standard Bidding and Construction documents, County/City Standard Technical Specifications, Supplemental Technical Specifications (as required), bid form; and measurement and payment. • Permitting assistance (Potable Water, Wastewater, Stormwater, Dewatering, ROW) • Bidding assistance. • Construction Administration. • As -built survey. We propose the following Scope of Services for this project: Task No. 1 — Infrastructure Identification • Conduct an Engineering Survey for the West G -F distance of approximately 20,000 feet. • Identify Right -of -Way (ROW) limits, platted property c (size and material of construction), sidewalks, fences in the ROW, culverts and storm structures (with size sewer structures (invert depths), visible above grounc and backflow assemblies), and topographic data. Road Improvements project, a linear lrners, edge of pavement, driveways vegetation, significant improvements material and invert depths), sanitary utility features (including flow meters A-1 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor &Associates, C� ® Establish survey control and benchmarks to be utilized during the construction of the improvements. ® The vertical datum shall be North American Vertical Datum (NAVD 88). ® Sunshine811 coordination to have public and private utilities located prior to performing the field survey. ® Prepare up to twelve (12) sketch and legal descriptions for the County or City Utility Easements if necessary. Task No. 1a — Subsurface Utility Excavation Subsurface utility excavation at strategic points along the existing water mains to verify the location (horizontal and vertical), size and material of the existing water mains for the West G -F Road Improvements project. This proposal includes soft digs at each intersection and at the midblock locations of the east/west roadways for a total of thirty-six (36) soft digs. GradyMinor will utilize Earth View for subsurface utility excavation. Task No. 1 b — Geotechnical Investigation Geotechnical investigations and analysis for the design preparation of construction plans for the West G -F Road Improvements project. A report shall be prepared with recommendations and pertinent soils data, including water table, rock depth, roadway data, along with geotechnical information for the pump stations and shall be submitted to the County and City for its record. Geotechnical investigations shall include: Standard penetration tests (SPT) borings advanced to a depth of twenty (20) feet at approximately 300 -foot centers and one at each of the proposed pump stations sites to a depth of thirty (30) feet. The SPT borings will be located as close as reasonably feasible to the proposed gravity sewer main alignment and pump station locations. Borings will be backfilled with neat cement and then plugged with asphaltic concrete if in the street. Representative samples obtained during the SPT borings will be examined to obtain accurate descriptions of the existing strata. Laboratory testing will be performed on selected samples as deemed necessary to aid in soil classification and to further define the engineering properties of the encountered materials. The soil descriptions will be based on the visual classifications procedures in general accordance to the AASHTO Soil Classification System (AASHTO M-145) and standard practice. GradyMinor will utilize Forge Engineering for Geotechnical Investigation. Task No. 2 — Basis of Design Report (30% Design) GradyMinor shall prepare a Basis of Design Report (BODR) outlining the basis of design for the Project's proposed improvements including, but not be limited to, the following: ® Proposed project phasing for construction, with sketches, and proposed maintenance of traffic concepts. ® Proposed easements. Proposed ROW and roadway restoration concepts, with proposed typical details and cross sections. Proposed typical sections will include anticipated future improvements, as provided by the County (5' sidewalk for example). Proposed sanitary sewer lay out (plan view only), including proposed pump stations, and preliminary hydraulics calculations. City of Naples shall provide GradyMinor the City's current Wastewater Master Plan and water meter data within the project area to assist with hydraulic calculations. A-2 Contract # 17-7103 'West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P. ® Proposed water system improvements lay out (plan view only) and preliminary hydraulics calculations. ® Proposed standards and specifications to be used for the project components designs and construction, including known proposed deviations from County and City standard specifications and details. ® Preliminary Opinion of Probable Construction Costs for the proposed improvements. ® Proposed stormwater quality treatment concepts to be utilized. ® Proposed stormwater quantity attenuation concepts to be utilized. • Proposed drainage and stormwater management concepts to be utilized and lay out (plan view only). ® Model the stormwater system for flow characteristics, level of service, and water quality enhancement (utilizing ICPR4, Bentley StormCAD, and Harvey Harper) including the following; ® Existing Conditions Analysis Development o Using LIDAR data and GIS processing to establish flow paths and sub -basin delineation. o GIS processing to establish stage/storage relationships and other in -basin parameters that control runoff. o Definition of link/node network and compilation of structure data to be included in the analysis. o Initial analysis runs to troubleshoot and verify that it is numerically stable. o Analysis verification against known flood elevations, if available. ® Model design storms with return frequencies of 5, 10, and 25 years and produce inundation maps in GIS. These will be used to define the predicted extent of flooding in the study area. From these analyses we will be able to state the depth of water over the flooded streets during the storm events and compare that to the County Level of Service criteria. ® Analysis for proposed conditions (scenarios). ® Estimate nutrient removal. o Use GIS processing to calculate pollutant load by land use type and sub -basin for the existing conditions analysis. o Evaluate nutrient removal for proposed conditions. ® Present pre and post conditions evaluation development and results, for scenario evaluations, and for water quality evaluation. Pre and post condition analysis will include a description of the expected benefits as a result of the proposed improvements compared to the existing conditions (for each scenario). ® The stormwater hydraulic modeling analysis will include the entire West G -F Road Project area, through the West G -F Road Project outfalls, to Freedom Park. The analysis outside the limits of the West G -F Road Project assumes Collier County will provide GradyMinor current hydraulic analysis data/reports of the Goodlette' Frank Road Ditch and Freedom Park. A draft of the BODR will be provided to the County and City for review. GradyMinor will meet with the County and City to review the BODR and receive comments. Following the County and City's review, GradyMinor will finalize the BODR and provide copies (electronic and with three (3) signed and sealed originals) to the County and City. A-3 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. ��r� Task No. 3 —Design 60% Design • Meet with County and City staff to review the proposed project and project requirements. • Coordinate with the County, City, and private utilities in the vicinity of the project. • Prepare 60% plans (plan and profile) based on BODR, meetings with the County and City, Infrastructure Identification (Task No. 1), the review of the existing utilities, and the preliminary engineering work. • Prepare supplemental specification, bid schedule, measurement and payment section, supplemental requirement section, and project description. • Coordinate the 60% plans with public and private utility providers as necessary. • Perform a thorough project walk through to ensure existing conditions are accurately depicted and noted on the 60% plans. • Submit electronic copies of the plans and supplemental specifications to the County and City (with hard copies if desired) for review. • Prepare and submit to the County and City a Preliminary Opinion of Probable Project Cost based on the 60% design. • Conduct a 60% plan review meeting to discuss the plans and specifications and receive comments. 90% Design • Upon receipt of 60% review comments from the County, City, and public and private utility providers, update the plans and supplemental specifications. • Coordinate the 90% plans with public and private utility providers as necessary. • Perform a thorough project walk through to ensure the existing conditions are accurately depicted and noted on the 90% plans. • Conduct an in-house QA/QC review of the 90% design plans. • Submit electronic copies of the plans to County and City (with hard copies if desired) for review. • Update and submit to the County and City supplemental specifications including a bid schedule, measurement and payment section, supplemental requirement section, and project description. • Prepare and submit to the County a Preliminary Opinion of Probable Project Cost based on the 90% design. • Conduct a 90% plan review meeting to discuss the plans and receive comments. Final Design • Upon receipt of the 90% review and permitting comments, finalize the plans and supplemental specifications for bidding and subsequent construction. o Stormwater modeling will be updated at final design to verify modeling components match with the proposed final design. • The County and City Standard Bidding and Construction documents and Technical Specifications will be utilized for this project. • Provide electronic copies to County/City for bidding (with three (3) signed and sealed originals). Prepare an Opinion of Probable Project Cost based on the final design. A-4 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q, Grady Minor & Associates, P.A. ®�` Task No. 4 — Permitting Florida Department of Environmental Protection (FDEP) drinking water and wastewater permits; South Florida Water Management District (SFWMD) Notice General or Individual permit and dewatering permit; and a Collier County ROW permit will be required for this project. For the FDEP drinking water and wastewater permits, SFWMD Notice General/Individual, and Collier County ROW permits, Grady Minor will perform the following: ® Schedule and attend pre -application meetings with regulatory agencies. Prepare the required permit application and supporting documentation. ® Coordinate with the County and City as necessary. ® Submit the applications to the appropriate regulatory agencies. Fees will be paid for by the County/City as reimbursable items. ® Respond to agency requests for additional information. Task 4A - Dewatering (Multi-year) Permit The West G -F Road project will require dewatering during construction of deep utilities (stormwater, sewer lines and pump stations). GradyMinor proposes to submit an application for a Multi -Year Dewatering Permit with a requested permit duration of three or more years. The Multi - Year permit provides approval for general dewatering specifications (depths, routing, offsite discharge provisions, storage, monitoring and testing protocols) as well as detailed dewatering plans for the phases of the project. Work elements will include the following: • Estimate hydraulic characteristics of the shallow water table based on the results of soil borings and existing data from nearby projects (from available public records). • Review lithologic logs from public records to determine the lithology of strata to be dewatered and the depth to confinement. • Review of available salinity data from in-house files and the public record to qualitatively evaluate potential saline water intrusion, if necessary. • Review existing water users of the water -table aquifer in the area of the project site from public records and in-house data. • Conduct site inspection of the project area to determine existing conditions. • Develop general procedures to address potential contaminated groundwater and/or organic odors in groundwater (such as hydrogen sulfide). • Develop engineering cross sections to determine maximum and average depths of excavation and dewatering. • Prepare dewatering details that identify areas to be dewatered, routing and storage of dewatering effluent, turbidity monitoring, and offsite discharge locations. • Assist in coordination with the County and City to obtain offsite discharge approval from the entity (or entities) that own the receiving water bodies. • Submit Generic Permit for Discharge of Ground Water from Dewatering Operations from the FDEP (see Task 413). • Prepare turbidity monitoring protocols for offsite discharge of dewatering effluent. • Prepare a preliminary water balance for pumpage, infiltration and water losses. • Attend meetings with the County, City, and SFWMD. • Prepare an application for a Multi -Year Dewatering Permit for submittal to the County, City, and the SFWMD. A-5 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer t' Q. Grady Minor & Associate9 Task 4b — Preparation of Notice of Intent (NOI) to use the Generic Permit for Discharge of Ground Water from Dewatering Operations Offsite discharge of produced groundwater requires submittal of a Notice of Intent (NOI) through the FDEP NPDES program. The NOI that will be signed by the Owner/Applicant requires certification that contaminants are not present in groundwater. We propose to prepare the NOI for Owner signature, prepare an application letter, and to submit the form to the FDEP. The application letter will include details regarding the dewatering plan, temporary storage/treatment of dewatering effluent for turbidity, the location of offsite discharge points, and a review of potential contaminated sites from FDEP databases. FDEP offsite discharge permits have a duration of 5 years. Task 4c — Limited Groundwater Testing for the Notice of Intent (if Required) If potential contaminated sites are identified near proposed dewatering areas (associated with Task 4b), installation of temporary piezometer and limited groundwater testing for analysis of selected metals and petroleum constituents may be necessary to prevent potential contaminant migration. This work scope would include installation of a shallow well with hand tools, and collection of groundwater samples for analysis of lead, and selected constituents of gasoline, diesel, or dry-cleaning chemicals. Considering the size of the project area and the potential for contaminated facilities along the US41 commercial corridor, we recommend budgeting three (3) site -sampling events. This task does not include groundwater modeling, site testing, wetlands assessments, or ownership and authorization research. Task No. 5 —Bidding • Respond to Requests for Information during bidding process. • Attend the Pre -Bid Conference and provide written addenda (if needed). • Review submitted quotes and provide a written recommendation of award. Task No. 6 — Project Management • Keep the County/City informed on the project progress. • Attend and assist County/City staff with progress meetings (estimate of 20 progress meeting). • Provide progress updates and status the phases of the project that are being executed at the time of the meeting. • Prepare and distribute progress meeting agendas within three days of the meeting. • Take and distribute meeting minutes. • Modify meeting minutes as necessary per input from the County and City. • Incorporate City and County direction/decisions made at the meeting into the Contract Documents as applicable. • Public relations assistance including public notifications, attending public information meetings with County/City staff, and the preparation of graphics/exhibits. Public relations is anticipated to begin at the 60% design stage. • Conduct a wet weather pre -construction video of the entire project site. The video will take place before the project is bid, during normal business hours and after a significant wet weather event, as agreed upon by GradyMinor and the County and City. The video will highlight the locations/addresses of existing ponding and flooding along the project. This proposal does not include the unnatural flooding (water truck) of the project site. A-6 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Proj Y Q, Grady Minor & Associates, P , Task No. 7 — Construction Administration • Assist Collier County and the City of Naples as requested between the receipt of Bids and Construction Contract Notice to Proceed. • Attend a pre -construction meeting with the County, City, and the Contractor. • Attend a pre -construction neighborhood informational meeting. • Respond to requests for additional information from the Contractor. • Coordination with the County, City, and CEI consultant (if applicable) during construction. • Review Contractor submitted Shop Drawings. • Attend Construction Meetings. • Provide periodic observations during construction and at critical times, enough to certify the project complete. • Provide clarification of plans and construction documents or make minor changes due to field conditions. • Provide FDEP and SFWMD Completion Certifications, including partial clearances as required. • Prepare Record Drawings based on Contractor's mark-ups, redline as-builts, and Record Survey (Task No. 8 below). • Conduct Substantial Completion Inspection and review punch list items and make changes or additions as necessary. • Conduct Final Completion Inspection. • Provide Construction close-out documents. • Review and approve Contractor Pay Requests. • Provide assistance to resolve unforeseen conflicts. • Provide public relation services as requested by the County and the City. These may include additional neighborhood meetings; presentation document preparation; meetings with residents and key stakeholders, County/City, etc. • Keep the County and City informed on the project progress. • Provide progress updates and status of all phases of the project. • Incorporate County and City direction/decisions made into the Contract Documents as applicable. We have not included any resident or full time inspection, special threshold inspection, testing or surveying in this task. Task No. 8 — Construction As -Built Survey • As -built survey (horizontal and vertical) constructed improvements including, but not limited to, sanitary manholes, sanitary cleanouts; and stormwater structures, yard drains, piping, and outfalls; • Field locate constructed watermain and forcemain at locations of 3 -inch PVC riser blanks left by contractor to allow measurement of top of buried pipeline. Field locate above ground appurtenances such as fire hydrants, valve pads, meters and sample points. • As -built the newly constructed roadway with edge of pavement elevation at the high and low points along the roadway. • As -built the newly constructed roadside swales with top of bank and centerline swale elevations. • Process field measurements and prepare an as -built drawing depicting storm, sanitary, waterline, force main, and roadway as -built information. A-7 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project' Q. Grady Minor & Associates, P.A. SCHEDULE B BASIS OF COMPENSATION ull► lzy_Tv f i.1 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then -authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. TASK DESCRIPTION NOT TO EXCEED AMOUNT: 1. Infrastructure Identification $183,116.00 2. Basis of Design Report $85,072.00 3. Design $311,493.00 4. Permitting $56,420.00 5. Bidding $9,782.00 6. Project Management $32,558.00 7. Construction Administration $TBT 8. Construction As -Built Survey $TBT 9. Not -to -Exceed Fee for Reimbursable Expenses. $17,150.00 TOTAL FEE (Total Items 1-9) $659,591.00 B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Proje00P Gl. Grady Minor & Associates, P. provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under, the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS; B.3.1. CONSULTANT shall submit an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month,. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable. Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally,. the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B,3.5, Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be . Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project Q. Grady Minor& Associates, P.A. C) utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. 8.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: 13,3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.5.1.6 Other items on request and approved in writing by the OWNER. Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" 0Q. Grady Minor & Associates, P.A. Attachment 1 SCHEDULE B CONSULTANT'S RATE SCHEDULE Title Principal Senior Project Manager Project Manager Senior Engineer Engineer Senior Inspector Inspector Senior Planner Planner Senior Designer Designer Senior GIS Specialist GIS Specialist Clerical/Administrative Senior Technician Technician Professional Surveyor and Mapper CADD Technician Survey Crew - 2 man Hourly Rate $206.00 $172.00 $147.00 $157.00 $123.00 $96.00 $76.00 $139.00 $110.00 $114.00 $94.00 $139.00 $102.00 $62.00 $85.00 $72.00 $120,00 $81.00 $130.00 Contract # 17-7103 "West Goodiette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. Survey Crew - 3 man $161.00 Survey Crew - 4 man $189.00 Senior Architect $154.00 Architect $121.00 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. MW Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A, SCHEDULE C PROJECT MILESTONE SCHEDULE C-1 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. Cumulative Number of Calendar Days Task For Completion Description from Date of Notice to Proceed for Services under this Agreement 1 Infrastructure Identification 190 2 Basis of Design Report 190 3 Design 190 4 Permitting 1,095 5 Bidding 1,095 6 Project Management 1,095 7 Construction Administration TBD 8 Construction As -Built Survey TBD C-1 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the 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 D-1 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-S ewer Project" Q. Grady Minor & Associates, P.A. 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 Project. (6) The. acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. D-2 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer P'01(0 Q. Grady Minor & Associates, (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? _X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable X Not Applicable D-3 4, Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project. Q. Grady Minor & Associates, P.A. (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 (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/her designee. D-4 �.0 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer PrOJ Q. Grady Minor & Associates, P.A. (3) Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. (4) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (5) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $1,000,000 D-5 04U Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. (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: X $1,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the D-6 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project"�� Q. Grady Minor & Associates, P.A. 0 term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (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, D-7 �� Contract # 17-7103 "West Goodiette Frank Road Joint Stormwater-Sewer Pro Q. Grady Minor & Associates, P. OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project -specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. C. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D 011 1 D-8 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Projec Q. Grady Minor & Associates, P.A. SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Q. Grady Minor & 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 West Goodlette Frank Road Joint Stormwater-Sewer Project are accurate, complete and Current as of the time of contracting. 11! IF 1111 Til 111111 1, mill rower-RWIZI1111 11, !3�� = M TITLE DATE: -q- / 'DOL) a 1 0,1 E-1 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A, SCHEDULE F KEY PERSONNEL Name Personnel Category I % of time Justin Frederiksen Project Manager 100% Daniel Flynn Project Manager 50% Mike Delate Project Manager 10% Sally Goldman Engineer 75% Rick Featherstone Senior Inspector 25% Donald Saintenoy Professional Survey and Mapper 20% Eric Neil Senior Designer 75% Dawn Suzor Senior Designer 25% F-10 Contract # 17-7103 "West Goodlette Frank Road Joint Stormwater-Sewer Project" Q. Grady Minor & Associates, P.A. QGRADYM-01 D2KWIEGAND /-1 c®R' � N CERTIFICATE OF LIABILITY INSURANCE DATE (M M/ODIYYYY) 06/28/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. 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). PRODUCER License # L077730 Dawson of Florida, Naples 6609 Willow Park Drive #201 Naples, FL 34109 CO FNA ACT PHONEtilCo, Ext): (800) 226-6117 FAX, No);(239) 261-2803 EDDA E INSURER(SI AFFORDING COVERAGE NAIL # 04/05/2017 INSURER A: National Trust Insurance Company 20141 EACH OCCURRENCE $ 1,000,000 INSURED INSURER B: FCCI Insurance Company 10178 INSURER C: Maxum Indemnity Company 26743 Q Grady Minor & Associates PA INSURER D : 3800 Via Del Rey Bonita Springs, FL 34134 INSURER E ; INSURER F : A COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTRTYPE OF INSURANCE ADDL D SUBR WVO POLICY NUMBER POLICY EFF DD POLICY.EXP DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IF OCCUR X Contractual X GL0005673 04/05/2017 04/05/2018 EACH OCCURRENCE $ 1,000,000 DAMAGES I a occurrence)$ 100,000 MED EXP (Any oneperson) 5,000 X Liability PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [X] PRO 7 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE LIABILITY XANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X H�RED X NON-0WNED A TOS ONLY AUTOS ONLY X CA0008906 04/05/2017 04/05/2018 Eaa accc den SINGLE LIMIT nt)$ 1,000,000 BODILY INJURY Per person)$ BODILY INJURY Per accident $ PROPERdY AMAGE Per. cct e, $ $ B X UMBRELLA LIAB EXCESS LIAB X I OCCUR CLAIMS -MADE UMB0005343 04/05/2017 04/05/2018 EACH OCCURRENCE $ 5,000,000 AGGREGATE DED I X I RETENTION$ 10,000 Gen'I Aggregate . $ 5,000,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBERR EXCLUDED? ECUTIVE Y� (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 001 WC16A57813 04/05/2017 04/05/2018 X PER STATUTE OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 1,000,000 E.L. DISEASE - POLICY LIMIT $ C C Professional Liabili Professional Liabili PFP602416604 PFP602415604 04/05/2017 04/05/2017 04/05/2018 04/05/2018 Occurrence 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Collier County Board of County Commissioners,. Is Included as an additional insured under the General Liability including ongoing and completed ops per from CGL 084 (10 13) and Automobile Liability policies per form CAU 059 (12 09) on primary and non-contributory basis per forms CAU 082 (01 15) and CGL 088 (10 13) as required by written contract CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier Count Board of Count Commissioners Y Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trl E Naples, FL 34112 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy # CA0008906 FLORIDA AUTO FIRST CHOICE COVERAGE ENDORSEMENT TABLE OF CONTENTS DESCRIPTION PAGE AirbagCoverage........................................................................................................................................................3. AutoLoan/Lease Gap Coverage...............................................................................................................................3 BroadForm Insured...................................................................................................................................................1 Concealment, Misrepresentation or Fraud................................................................................................................5 Deductible..................................................................................................................................................................3 Duties in the Event of Accident, Claim, Suit or Loss............................................:....................................................4 FellowEmployee.......................................................................................................................................................2 FireDepartment Service Charge...............................................................................................................................3 HiredAuto Physical Damage....................................................................................................................................5 Lossof Earnings........................................................................................................................................................2 Lossof Use Expenses...............................................................................................................................................2 SupplementaryPayments.........................................................................................................................................2 Transfer of Rights of Recovery Against Others to Us...............................................................................................4 TransportationExpenses..........................................................................................................................................2 Insured Copy COMMERCIAL AUTO CAU 059 (12 09) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. FLORIDA AUTO FIRST CHOICE COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM NOTE: The following are additions, replacements and amendments to the Business Auto Coverage Form, and will apply unless excluded by separate endorsement(s) to the Business Auto Coverage Form, With respect to coverages provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by this endorsement. The Business Auto Coverage Form is amended as follows: SECTION 11— LIABILITY COVERAGE is amended as follows: A.1. Who Is An Insured provision is amended by adding the following: d. Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. However, "insured" does not include any subsidiary that is an "insured" under any other liability policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limits of insurance. In order for such subsidiaries to be considered insured under this policy, you must notify us of such subsidiaries within 60 days of policy effective date. e. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain sole ownership or a majority interest. However, coverage under this provision: (1) Does not apply if the organization you acquire or form is an "insured" under another liability policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limits of insurance; (2) Does not apply to "bodily injury' or "property damage" that occurred before you acquired or formed the organization; and (3) Is afforded only for the first 90 days after you acquire or form the organization or until the end of the policy period, whichever comes first. f, Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury' or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II, g. Any "employee" of yours using: (1) a covered "auto" you do not own, hire or borrow, or a covered "auto" not owned by an "employee" or a member of his or her household, while performing duties related to the conduct of your business or your personal affairs; or CAU 059 (12 09) Includes copyrighted material of the Insurance Services Office, Inc., with Its permission. Page 1 of 5 Copyright 2009 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 059 (12 09) (2) an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business, However, your "employee" does not qualify as an insured under this paragraph (2) while using a covered "auto" rented from you or from any member of the "employee's" household h. Your members, if you are a limited liability company, while using a covered "auto" you do not own, hire or borrow, while performing duties related to the conduct of your business or your personal affairs, A,2. Coverage Extensions, Supplementary Payments a.(2) and a (4) are deleted and replaced with the following: (2) Up to $3,000 for cost of bail bonds (including bond for related traffic violations) required because of an "accident" we cover, We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" solely at our request, including actual loss of earnings up to $500 a day because of time off from work. B. Exclusions 5. Fellow Employee "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of a fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to your "employees" that are officers or managers if the "bodily injury" results from the use of a covered "auto" you own, hire or borrow. Coverage is excess over any other collectible insurance. SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: A. 4. Coverage Extensions a. and b, are deleted and replaced with the following: a. Transportation Expenses: We will pay up to $75 per day to a total maximum of $2,000 for temporary transportation expense incurred by you due to covered loss to any covered auto, We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage, We will pay for temporary transportation expenses incurred during the period beginning 24 hours after a loss and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss", Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement, We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for hired "autos"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for hired "autos or (3) Collision only if the Declarations indicate that Collision Coverage is provided for hired "autos", However, the most we will pay for any expenses for loss of use to any one vehicle is $75 per day, to a total maximum of $2,000, CAU 059 (12 09) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2009 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 059 (12 09) B. Exclusions Paragraph 3. Is replaced with the following: 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown b. Blowouts, punctures or other road damage to tires However, this exclusion does not include the discharge of an airbag in a covered "auto" you own that inflates due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b and A.1.c.but only: a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; b, The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated We will pay up to a maximum of $1,000 for any one "loss". D. Deductible is replaced with the following: For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations subject to the following: Any Comprehensive Coverage deductible shown in the Declarations does not apply to: (1) "loss" caused by fire or lightning, and no deductible applies to glass damage to the side or rear windows if the glass is repaired rather than replaced, However, no deductible shall be applied to damage to the windshield of any covered "auto." (2) the comprehensive deductible is waived for theft if your vehicle is equipped with an active GPS tracking system, The following Coverage Extension is added: c. Fire Department Service Charge When a fire department is called to save or protect a covered "auto", its equipment, its contents, or occupants from a covered cause of loss, we will pay up to $1,000 for your liability for fire department service charges assumed by contractor or agreement prior to loss. No deductible applies to this additional coverage. d. Auto Loan/Lease Gap Coverage For those businesses not shown in the Declarations as "auto" dealerships, the following provisions apply: (1) If a long term leased "auto", under an original lease agreement, is a covered "auto" under this Coverage Form and the lessor of the covered "auto" is named as an additional insured under this policy, in the event of a total loss to the leased covered "auto", we will pay any unpaid amount due on the lease, less the amount paid under the Physical Damage Coverage Section of the policy; and less any: CAU 059 (12 09) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2009 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 059 (12 09) (a) Overdue lease or loan payments including penalties, interest, or other charges resulting from overdue payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not refunded by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous leases. (2) If an owned "auto" is a covered "auto" under this Coverage Form and the loss payee of the covered "auto" is named a loss payee under this policy, in the event of a total loss to the covered "auto", we will pay any unpaid amount due on the loan, less the amount paid under the Physical Damage Coverage Section of the policy; and less any; (a) Overdue loan payments at the time of the "loss"; (b) Costs for extended warranties, Credit Life Insurance, Heath Accident or Disability Insurance purchased with the loan; and (c) Carry-over balances from previous loans. SECTION IV — BUSINESS AUTO CONDITIONS is amended as follows: A. Loss Conditions. 2.a. Duties in the Event of Accident, Claim, Suit or Loss is amended to add the following paragraph: (4) This duty applies when the "accident', claim, "suit" or "loss" is first known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; (c) An executive officer or insurance manager, if you are a corporation; or (d) A member or manager, if you are a limited liability company. 5. Transfer Of Rights Of Recovery Against Others To Us is replaced with the following: If a person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident' or "loss" to impair them. However, if the insured has waived rights to recover through a written contract, or if your work was commenced under a letter of intent or work order, subject to a subsequent reduction in writing of such a waiver with customers whose customary contracts require a waiver, we waive any right of recovery we may have under this Coverage Form, CAU 059 (12 09) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2009 FCCI Insurance Group. Insured Copy COMMERCIAL AUTO CAU 059 (12 09) B. General Conditions 2. Concealment, Misrepresentation or Fraud is amended to include the following: However, if you unintentionally fail to disclose any hazards at the inception of your policy, we will not deny coverage under this Coverage Form because of such failure, This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 5. Other Insurance - Paragraph b, is replaced as follows: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own; (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name , with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto", nor is any "auto" you hire from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. CAU 059 (12 09) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2009 FCC[ insurance Group. Insured Copy Policy # GL0005673 COMMERCIAL GENERAL LIABILITY CGL 084 (10 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFLitLy. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - ONGOING OPERATIONS AND PRODUCTS -COMPLETED OPERATIONS - This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM 5(:HCUULt: (UPI IUNAL Name of Additional Insured Persons or Organizations (As required by written contract or agreement per Paragraph A. below.) Locations of Covered Operations (As per the written contract or agreement, provided the location is within the "coverage territory".) (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section 11-- Who Is An Insured is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement in effect during the term of this policy that such person or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above; and 3. The particular person or organization, if any, scheduled above. Such persons) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" occurring after the execution of the contract or agreement described in Paragraph 1, above and caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured; or 3. Your work" performed for the additional insured and included in the "products -completed operations hazard" if such coverage is specifically required in the written contract or agreement. CGL 084 (10 13) Includes copyrighted material of the Insurance Services Offices, Inc. with its permission. Page 1 of 3 Copyright 2013 FCCI Insurance Group. COMMERCIAL GENERAL LIABILITY CGL 084 (10 13) However, the insurance afforded to such additional insured(s) described above: 1, Only applies to the extent permitted by law; 2. Will not be broader than that which -you are required by the contract or agreement to provide for such additional insured; 3. Will not be broader than that which is afforded to you under this policy; and 4. Nothing herein shall extend the term of this policy. B. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. C. This insurance is excess over any other valid and collectible insurance available to the additional insured whether on a primary, excess, contingent or any other basis; unless the written contract or agreement requires that this insurance be primary and non-contributory, in which case this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. D. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance; 1. Required by the contract or agreement described in Paragraph A.1.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. E. Section IV — Commercial General Liability Conditions is amended as follows: The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement must as soon as practicable: 1. Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; 2. Send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the Investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions; and 3, Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement and agree to make available all such other insurance. However, this condition does not affect Paragraph C. above. CGL 084 (10 13) Includes copyrighted material of the Insurance Services Offices, Inc. with its permission. Page 2 of 3 Copyright 2013 PCCI Insurance Group. COMMERCIAL GENERAL LIABILITY CGL 084 (10 13) We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or "suit". F. This endorsement does not apply to any additional insured or project that is specifically identified in any other additional insured endorsement attached to the Commercial General Liability Coverage Form, CGL 084 (10 13) Includes copyrighted material of the Insurance Services Offices, Inc. with its permission. Page 3 of 3 Copyright 2013 FCCI Insurance Group. Policy # CA008906 COMMERCIAL AUTOMOBILE CAU 082 (01 15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC INSURED - BUSINESS AUTO POLICY PRIMARY/NON-CONTRIBUTING WHEN REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement is subject to the terms, conditions, exclusions and any other provisions of the BUSINESS AUTO COVERAGE FORM or any endorsement attached thereto unless changes or additions are indicated below. For the purpose of this endorsement, Section II.A.1. Who Is An Insured is amended by adding the following: 1. Any person or organization when you and such person have agreed in writing in a contract signed and executed by you prior to the loss for which coverage is sought, that such person or organization be added as an "insured" on your auto policy. Such person or organization shall be an "insured" to the extent your negligent actions or omissions impose liability on such "insured" without fault on its part. 2. This insurance is primary and non-contributory to other liability coverages of the person or organization being added to this policy as an "insured" when so required in a written contract or agreement that is executed prior to the loss for which coverage is sought. CAU 082 (01 15) Includes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 1 of 1 Copyright 2015 FCCI Insurance Group.