Backup Documents 02/24/2009 Item #16C 116C 1
MEMORANDUM
Date: March 2, 2009
To: Dianna Perryman, Contract Specialist
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract: #09 -5151 "Fixed Term Instrumentaation and
Controls (I & C) Engineering Services"
Contractor: Camp Dresser & McKee, Inc.
Attached please find one (1) original document of each amendment, as
referenced above, (Agenda Item #16CI), approved by the Board of
County Commissioners on Tuesday, February 24, 2009.
An original has been retained in the Minutes and Records Department and
for the Board's official records.
If you should have any questions, please contact me at 252 -7240.
Thank you.
Attachments
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Dianna Perryman, Contract Specialist
Purchasing Department
DATE: February 24, 2009, 2009
RE: Review Insurance for Contract: 09•
Instrumentation and Controls (I & C) Engi►
7
Contractor: Camp Dresser & McKee (CDM)
Hazen & Sawyer
EMA
RKS Consulting
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This Contract was approved by the BCC on February 24, 2009, Agenda Item
16.C.1
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 4270.
dod /LMW
C: Karen Guliani, PUED
DATE RECEIVED
FEB 2 5 2009
RISK MANAGE14ENT
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CERTIFICATE
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I, James S. Lackman, Clerk of Camp Dresser & McKee Inc., a Massachusetts corporation,
hereby certify that at a duly called meeting of the Board of Directors of the Corporation, a majority
being present and voting throughout, it was voted to authorize W. Kirk Martin, Vice President, to
execute and deliver proposals, contracts and agreements for the performance of professional services
for the Board of County Commissioners for Collier County, Florida — Development of an Asset
ManagementPropamforColHerCountyPubl icUti litiesEngineeriugDepartment — in thenameand
on behalf of Camp Dresser & McKee Inc.
I furthercertify that the foregoing is consistent with the By -Laws of the said corporation, and
has not been modified or rescinded.
IN WITNESS WHEREOF, 1 have executed this certificate and have caused the corporate
seal of Camp Dresser & McKee Inc. to be hereunder affixed on this 21 st day of May 2007.
the Corporation
71jV9t,1--
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Contract 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this A day of I16
2009, 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 Camp Dresser & McKee Inc., authorized to do business in the State of
Florida, whose business address is 2101 NW Corporate Boulevard Suite 301, Boca Raton,
Florida 33431 (hereinafter referred to as the "CONSULTANT ")
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a
Collier County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation
Act), makes provisions for a fixed term contract with a firm to provide professional services to a
political subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering
services on a fixed term basis as directed by OWNER for such projects and tasks as may be
required from time to time by OWNER.
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter
provided, CONSULTANT shall provide to OWNER professional Consultant Engineering
services (hereinafter the "Services ") as herein set forth. The term "Services" includes all
Additional Services authorized by written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued
pursuant to the procedures described herein. The form of the Work Order is set forth in
attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization
of Services, includes all written Amendments or Change Orders to any particular Work Order.
CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed
$200,000 unless otherwise approved in writing by the Board of County Commissioners, and
that the total initial compensation for all Work Orders issued under this Agreement shall not
exceed $750,000 annually, unless otherwise approved in writing by the Board of County
Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work
Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a
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written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for
such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide
pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT
for such Services, said proposal to be in compliance with the terms of this Agreement. If the
parties reach an agreement with respect to such Services, including, but not limited to the
scope, compensation and schedule for performance of those Services, a Work Order shall be
prepared which incorporates the terms of the understanding reached by the parties with respect
to such Services and if both parties are in agreement therewith, they shall jointly execute the
Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to
promptly provide the Services required thereby, in accordance with the terms of this Agreement
and the subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of
the Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or
required of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change
Orders thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 hereby designates W. Kirk Martin P.G., Vice President as its Principal in
Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and
obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each
Work Order CONSULTANT will designate a qualified licensed professional to serve as
CONSULTANT'S project coordinator for the Services to be provided under that Work Order
(hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized
and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating
and administering all aspects of the Services to be provided and performed under the Work
Order. Further, the Project Coordinator has full authority to bind and obligate the
CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT
agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is
required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in
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Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S
prior written approval, and if so removed must be immediately replaced with a person
acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request
from OWNER to promptly remove and replace the Principal in Charge or any Project
Coordinator, or any other personnel employed or retained by the CONSULTANT, or any
subconsultants or subcontractors or any personnel of any such subconsultants or
subcontractors engaged by the CONSULTANT to provide and perform any of the Services
pursuant to the requirements of this Agreement or any applicable Work Order, said request
may be made with or without cause. Any personnel so removed must be immediately replaced
with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in
the type of professional engineering services that will be required under this Agreement. The
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance
with the generally accepted standards of professional practice in the State of Florida, as well
as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and
requirements of any governmental agencies, including the Florida Building Code where
applicable, which regulate or have jurisdiction over the Services to be provided and performed
by CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of
any design documents in no way relieves CONSULTANT of its obligation to deliver complete
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and accurate documents necessary for successful completion of the Services required under
the subject Work Order.
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or
federal requirements and /or codes and ordinances applicable to Consultant's performance of
the work as related to the project. This list is not deemed to be all- inclusive, and the County
reserves the right to make sole determination regarding deductions. After notification of
deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these
funds would be forfeited by the Consultant. The County may also deduct or charge the
Consultant for services and /or items necessary to correct the deficiencies directly related to the
Consultant's non - performance whether or not the County obtained substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm
or organization, without OWNER'S prior written consent, or unless incident to the proper
performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non - public
information concerning the Services to be rendered by CONSULTANT hereunder, and
CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to
comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt
written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn
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in the Florida State Plane East (US Feet) Coordinate System (NAD 83190). The drawings
should either reference specific established Survey Monumentation, such as Certified Section
Corners (Half or Quarter 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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order
authorizing those Additional Services. With respect to the individuals with authority to authorize
Additional Services under this Agreement, such authority will be as established in OWNER'S
Purchasing Policy and Administrative Procedures in effect at the time such services are
authorized. Except in an emergency endangering life or property, any Additional Services
must be approved in writing via an Amendment or Change Order to the subject Work Order
prior to starting such services. OWNER will not be responsible for the costs of Additional
Services commenced without such express prior written approval. Failure to obtain such prior
written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such
Work is not additional but rather a part of the Services originally required of CONSULTANT
under the subject Work Order.
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2.2 If OWNER determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that
CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight
(48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to
provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it
otherwise may have had to seek an adjustment to its compensation or time of performance
under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and
decisions with respect to CONSULTANT'S Services under the Work Order. However, the
Project Manager is not authorized to issue any verbal or written orders or instructions to the
CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or
changing in anyway whatever:
(a) The scope of Services to be provided and performed by the
CONSULTANT as set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all
such Services as set forth in the Work Order: or
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(c) The amount of compensation the OWNER is obligated or committed to
pay the CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted
by the CONSULTANT for payment for services and work provided and
performed in accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to
OWNER'S requirements for the Services specified in the Work Order,
including design objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, and any budgetary
limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S
possession pertinent to the Services specified in the Work Order, including
existing drawings, specifications, shop drawings, product literature,
previous reports and any other data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter
the site (if any) set forth in the Work Order to perform the Services to be
provided by CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered
by the OWNER with respect to the Services to be rendered by
CONSULTANT hereunder.
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ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced,
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not
due to its own fault or neglect, including but not restricted to acts of nature or of public enemy,
acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes
or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be
deemed to have waived any right which CONSULTANT may have had to request a time
extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S
Services from any cause whatsoever, including those for which OWNER may be responsible in
whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to
damages or additional compensation from OWNER. CONSULTANT'S sole remedy against
OWNER will be the right to seek an extension of time to the Schedule; provided, however, the
granting of any such time extension shall not be a condition precedent to the aforementioned
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"No Damage for Delay" provision. This paragraph shall expressly apply to claims for early
completion, as well as claims based on late completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or
remedies available to the OWNER hereunder, the OWNER at its sole discretion and option
may withhold any and all payments due and owing to the CONSULTANT under this
Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes
performance of its obligations hereunder in such a manner so as to reasonably establish to the
OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on
schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by OWNER to
CONSULTANT be deemed a waiver of any right or claim OWNER may have against
CONSULTANT for delay or any other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one
(1) year from that date, or until such time as all outstanding Work Orders issued prior to the
expiration of the Agreement period have been completed. This Agreement may be renewed for
an additional three (3) years, renewable annually. Any such annual renewal shall be agreed
to, in writing, by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, a comprehensive and itemized statement of charges for the
Services performed and rendered by CONSULTANT during that time period, and for any
OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by
CONSULTANT during that time period. The monthly statement shall be in such form and
supported by such documentation as may be required by OWNER. All such statements shall
be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order
Number, Purchase Order Number and Project Site description (if any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials,
hourly with a cap or some other agreed to format) contained in each separate Work Order shall
be based on the hourly rates as set forth and identified in Schedule B which is attached hereto,
for the time reasonably expended by CONSULTANT'S personnel in performing the Services.
The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction
with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by
OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement
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is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth
below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties,
as provided in Section 112.061, F.S., and all Contract - related mileage
for trips that are from /to destinations outside of Collier or Lee Counties
approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings
and Specifications, including duplicate sets at the completion of each Work Order
for the OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates
approved in advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction
over the Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring
any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses
incurred by CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S
personnel and the estimated fees thereof for the proposed work to be specified in the Work
Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to
the contemplated Services to be performed by CONSULTANT under the proposed Work
Order. CONSULTANT shall promptly supply such estimate to OWNER based on
CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a
maximum markup of five percent (5 %) on the fees and expenses associated with such
subconsultants and subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the
Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice
approved by OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents,
drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports
and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with
delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain
copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring
OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a
nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with
respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that
it has full right and authority to grant this license to OWNER. Further, CONSULTANT
consents to OWNER'S use of the Project Documents to complete the subject project or task
following CONSULTANT'S termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. CONSULTANT also acknowledges
OWNER may be making Project Documents available for review and information to various
third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which
concern or reflect the Services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Work Order is completed, whichever is later, or such later date
as may be required by law. OWNER, or any duly authorized agents or representatives of
OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and
documentation as often as they deem necessary during the period of this Agreement and
during the five (5) year period noted above, or such later date as may be required by law;
provided, however, such activity shall be conducted only during normal business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by
each principal and employee of CONSULTANT in performing the Services and therein
specifying the services performed by each, with all such time records to be kept within one -half
of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall
furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing
CONSULTANT'S incurrence and /or payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold
harmless OWNER, its officers and employees from any and all liabilities, damages, losses and
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costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of
this Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified party
or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts described herein and further
set forth in Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies.
9.3.1 All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners,
Collier County, Florida, as an additional insured as to the operations of CONSULTANT under
this Agreement and shall contain a severability of interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse
against OWNER for payment of premiums or assessments for any deductibles which all are at
the sole responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or
self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried
by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and
identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and
shall be construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each
other for damages covered by insurance to the extent insurance proceeds are paid and
received by OWNER, except such rights as they may have to the proceeds of such insurance
held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the
Department of Insurance of the State of Florida to transact the appropriate insurance business
in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating of
"Class VI" or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own
staff, unless otherwise authorized in writing by the OWNER. The employment of, contract
with, or use of the services of any other person or firm by CONSULTANT, as independent
consultant or otherwise, shall be subject to the prior written approval of the OWNER. No
provision of this Agreement shall, however, be construed as constituting an agreement
between the OWNER and any such other person or firm. Nor shall anything in this Agreement
be deemed to give any such party or any third party any claim or right of action against the
OWNER beyond such as may then otherwise exist without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order.
Such personnel shall be committed to the project or task specified in the Work Order in
accordance with the percentages noted in the attached Schedule. CONSULTANT shall also
identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect
to the subject Work Order. All personnel, subconsultants and subcontractors identified in the
Schedule shall not be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
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subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement and any subsequently issued Work Order, and to assume toward the
CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this
Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement, and any subsequently issued Work Order, with respect to the Services
to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT
shall require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub - subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of
each contract entered into between CONSULTANT and each subconsultant or subcontractor,
however nothing in this Agreement shall be construed to create any contractual relationship
between OWNER and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to
those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order
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as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER
shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT.
It is agreed that either party hereto shall at any and all times have the right and option to
terminate this Agreement by giving to the other party not less than thirty (30) days prior written
notice of such termination. Upon this Agreement being so terminated by either party hereto,
neither party hereto shall have any further rights or obligations under this Agreement
subsequent to the date of termination, except that Services specified to be performed under a
previously issued Work Order, shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for OWNER to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and
timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by
CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d)
CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct,
or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this
Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
21
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above,
it is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT'S remedies against OWNER shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph
12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any
costs reasonably incurred by CONSULTANT that are directly attributable to the termination,
but CONSULTANT shall not be entitled to any other or further recovery against OWNER,
including, but not limited to, anticipated fees or profits on Services not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set
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forth and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control arising out of or relating to this Agreement or
any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered
hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek
an extension of time to its schedule in accordance with the procedures set forth in Article Four
herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within
forty -five (45) days after such payment is due as set forth in the Work Order or such other time
as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill
some material obligation owed by OWNER to CONSULTANT under this Agreement or
subsequently issued Work Order, and (ii) OWNER has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then
CONSULTANT may stop its performance under the subject Work Order until such default is
cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S
intention to stop performance under the applicable Work Order. If the Services are so stopped
for a period of one hundred and twenty (120) consecutive days through no act or fault of the
CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other
persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default
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within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may,
upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work
Order and recover from the Owner payment for Services performed through the termination
date, but in no event shall CONSULTANT be entitled to payment for Services not performed or
any other damages from Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement or any subsequent
Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached
hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit
costs supporting the compensation for CONSULTANT'S services to be provided under this
Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The
CONSULTANT agrees that the original price as set forth in each subsequent issued Work
Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by
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which the OWNER determines the price as set forth in the Work Order was increased due to
inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such
adjustments shall be made within one (1) year following the end of the subject Work Order.
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of Services
required hereunder. CONSULTANT further represents that no persons having any such
interest shall be employed to perform those Services.
/_1:iI[a] I=11111iM
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed
to the following OWNER'S address of record:
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Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing /GS Director
Fax: 239-732-0844
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:
Camp Dresser & McKee Inc.
12501 World Plaza Lane,
Building 51, Fort Myers, Florida 33907
Telephone: 239 - 938 -9600
Fax: 239 - 275 -6755
Attn: Mr. W. Kirk Martin P.G., Vice President
16.3 Either party may change its address of record by written notice to the other party given
in accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
26
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17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit
or change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto,
constitutes the entire agreement between the parties hereto and shall supersede, replace and
nullify any and all prior agreements or understandings, written or oral, relating to the matter
set forth herein, and any such prior agreements or understanding shall have no force or effect
whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the
parties shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
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Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
Services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE 19
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement. At the time this
Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In-
Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as
Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work
16C 1
Order, if any, shall be adjusted to exclude any sums by which OWNER determines the
compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and
other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor
list following a conviction for a public entity crime may not submit a
bid, proposal, or reply on a contract to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply
on a contract with a public entity for the construction or repair of a
public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor,
or consultant under a contract with any public entity; and may not
transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of
36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would
make the presentation of any settlement reached during negotiations to OWNER for approval.
Failing resolution, and prior to the commencement of depositions in any litigation between the
parties arising out of this Agreement, the parties shall attempt to resolve the dispute through
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for "Fixed Term Instrumentation and Control (I &C) Engineering Services the day
and year first written above.
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ATTEST: BOARD OF COUNTY
tsarCOMMISSIONERS FOR
n. COLLIER COUNTY, FLORIDA,
Dwight E. Bro CAerk
�^
r �y
Da %= Y Y 1 `% By:
N Donna Fiala, Chairman
OPEN " x11.+1•
Aomroved as to JbIm a(nd
Assidtant County Attorney
Witness
Mary E' .a rald, Offi .P Sorvic, e
Typed Name and Title coordinator
WWiiti' ess
Julie air to h. Receptionist
Typed Name and Title
31
Camp Dresser & McKee Inc.
By:
W. Kirk Martin, Vice President
Typed Name and Title
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SCHEDULE A
WORK ORDER #
Agreement for title of contract, Dated: 200 (RFP /Bid 09 -5151)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to:
name of firm.
Scope of Work: As detailed in the attached proposal and the following:
• Task
• Task II
• Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs Time &
Material (established hourly rate — Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task $
Task II $
Task III $
TOTALFEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
APPROVED BY:
APPROVED BY:
name and title
Director, Department Name
Division Administrator, Division
ACCEPTED BY: Company name
Signature of Authorized Company Officer
or Print Name and Title
A -1
Date
Date
Date
Date
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SCHEDULE B
RATE SCHEDULE
Collier County Fee Schedule
RFP 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
Professional
Principal (Partners, Associates, Directors, Presidents)
Senior Design Engineer /Chief Engineer /Senior I & C Specialist
Senior Project Manager / Construction Manager /Senior I & C Engineer
Project Manager / Senior Engineer /Senior Planner /I & C Engineer
Engineer III /Principal
Engineer II /Senior Designer /Architect
Engineer I /Designer /Planner
Senior Inspector/ Design Technician
Inspector /Senior Technician /Field Inspector
Technician
Drafter
Support/Technical Typist
Administrative Assistant, Secretary
Clerical, other Support
Hourly Fee
$ 180.00
$ 165.00
$ 150.00
$ 140.00
$ 120.00
$ 110.00
$ 100.00
$ 90.00
$ 80.00
$ 70.00
$ 70.00
$ 45.00
$ 60.00
$ 50.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories
of professional, support and other services shall be mutually negotiated by the County
and firm on a project by project basis as needed.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self - insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
_X—General Aggregate $1,000,000
Products /Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. 'This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self- insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
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(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
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
(6) 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:
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_X_ Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
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(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours
after receipt, of any notices of expiration, cancellation, non - renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
Imo]'.
16C 1
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project- specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self- insured retention and the risk of
uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
C -9
16C 1
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.
C -10
16C 1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Camp Dresser & McKee Inc., hereby certifies that wages,
rates and other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning
"Fixed Term Instrumentation and Controls (I &C) Engineering Services" are
accurate, complete and current as of the time of contracting.
Camp Dresser & McKee Inc.,
BY: G(/�
W.Kirk Martin
TITLE: Vice President
DATE: 02/11/09
D-1
16C 1
DATE(MM /DD /YYYY)
A CORD,,, , 4� R W*T (DF LIABIMY iN L C 02/18/2009
PRODUCER
ADD Risk Services, Inc. of Massachusetts
One Federal Street
Boston MA 02110 USA
THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLY
AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AMEND, EXTEND ALTER THE
COVERAGE AFFORDED BY THE POLICIES BELOW.
INS[. RERS AFFORDING COVERAGE
N IC 9
PHONE-(866) 283 -7122 FAX-(847) 953 -5390
INSURED
Camp Dresser & McKee Inc.
wscRER A. American Guarantee &Liability ins Co
26247
INS11RERB. Lloyd's of London
0005FI
ONE CAMBRIDGE PLACE
50 HAMPSHIRE STREET
INSCRERC
CAMBRIDGE MA 021390000 USA
INSURER D.
INSURER F.
SIR a' TeB er: terms an csr Tt10TIS.- . r e c,;
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, 11 I INSURANCE AFFORDED BY1 HE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL 'I HE TERMS, EXCLUSION'S AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED
INSR
LTR
ADD'
LVNR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE(MM\DD\YY)
POLICY EXPIRATION
DATE(MM\OD \")
LIMITS
A
NERAL LIABILITY
X COMMERCI AL GENERAL LIABILITY
GL0837663213
01/01/09
01 /01 /10
EACH OCCURRENCE
$1,000,000
DAMAGE TO RENTED
PREMISES a occmen,
$100,000
('LMMS MADE ® OCCUR
'D IMVane person)
'c
PERSONAL& ADV INJURY
$1,000,000
GENERAL AGGREGATE
$2,000,000
GENE AGGREGATE LIMIT APPLIES PER
PRODUCTS - (OMP /OPAGO
$2,000,000
D YPOLICY ® JECT LAC
A
AUTOMOBILE
X
LIABILITY
ANY AUTO
BAPS37663113
01/01/09
01/01/10
COMBINED SINGLE LIMIT
(Ea accident)
51,000,000
BODILY INJURY
X
ALL OWNED AUTOS
SCHEDULED AUTOS
Per venom
BODILY INJURY
x
HIRED ALTOS
,X
NON OWNED ALTOS
(Per a «ideal)
PROPERTY DAMAGE
(Peracddrn)
GARAGE LIABILI'T'Y
AU 1'0 ONLY - EA ACCIDENT'
OTHhRIFPcN EA ACC
ANY AUTO
H
MAOONLY
ADD
EXCESS /UMBRELLA LIABILITY
EACH OCCURRENCE
AGGREGATE
0 OCCUR 0 CLAIMS MADE
HDEDUCTIBLE
RETENTION ,r
A
WORKERS CO ENSATION AND
EMPLOYERS'�BILITY
WC
1
X WC STATU-
ORVLIMIT
DTH-
ER
E.1. EACH ACCIDENT
$1,000,000
ANY PROPRIETOR /PARTNER /EXECUTIVE
OFFICEWMEMBER EXCLUDED'
Byes describe under SPECIAL PROVISIONS
EL DISEASE -EA EMPLOYEE
$1,000,000
E. L DISEASE-POLICYLIMT
$1,000,000
E,aw
B
OTHER J
QK0901367
01/01/09
---b77U17=
Per Claim UND 31,000,000
Aggregate usD ./ 51,000,000
Archit &Eng Prof"
DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY END0RSEMENT6PE( IAL PROVISIONS
Contract: 09 -5151, Fixed Term Instrumentation and Controls CI &C) Engineering Services. Collier County, Florida
is added as an Additional Insured in regards to General Liability policy.
Collier County, Florida
Attn: Dianna Perryman
Purchasing Bldg
g 9,
3301 E. Tdmiaml Trail
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE TIU FFOCTHE ISSUING INSURERWILL ENDEAVOR 10 MAIL
30 DAYS WRITTEN NOTIC E FOTHF( ERJ 'IFICATF HOLDER NAMED TO THE I EFr,
BUTFAILURF IODOSOSHAI L IMPOSENOOBLICATIONOR LIABILITY
OFANY KIND UPON THE INSURER ISAOENTSOR KEPRESENTADVES.
Naples FL 34112 USA
.AUrTII(IRIl ED REPRIiSENi.41'IVE flA-
.:::. '':ACORID CORPORATION 198
ACOW) 25 (2661/091
16C I
MEMORANDUM
Date: March 2, 2009
To: Dianna Perryman, Contract Specialist
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract: #09 -5151 "Fixed Term Instrumentaation and
Controls (I & C) Engineering Services"
Contractor: EMA, Inc.
Attached please find one (1) original document of each amendment, as
referenced above, (Agenda Item #16CI), approved by the Board of
County Commissioners on Tuesday, February 24, 2009.
An original has been retained in the Minutes and Records Department and
for the Board's official records.
If you should have any questions, please contact me at 252 -7240.
Thank you.
Attachments
16C 1
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Dianna Perryman, Contract Specialist
Purchasing Department
DATE: February 24, 2009, 2009
RE: Review Insurance for Contract: 09 -5151 "Fixed Term
Instrumentation and Controls (I & C) Engineering Services"
Contractor: Camp Dresser & McKee (CDM)
Hazen & Sawyer
EMA
RKS Consulting
This Contract was approved by the BCC on February 24, 2009, Agenda Item
16.C.1
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 4270.
DATE RECEIVED
dod /LMW
2I
C: Karen Guliani, PLIED
FEB 2 5 2009
16C 11
Contract 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
A
THIS AGREEMENT is made and entered into this °rte day of
2009, 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 EMA, Inc., authorized to do business in the State of Florida, whose business
address is 2101 NW Corporate Boulevard Suite 301, Boca Raton, Florida 33431 (hereinafter
referred to as the "CONSULTANT")-
WIT NESS ETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a
Collier County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation
Act), makes provisions for a fixed term contract with a firm to provide professional services to a
political subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering
services on a fixed term basis as directed by OWNER for such projects and tasks as may be
required from time to time by OWNER.
1
16C 1
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter
provided, CONSULTANT shall provide to OWNER professional Consultant Engineering
services (hereinafter the "Services ") as herein set forth. The term "Services" includes all
Additional Services authorized by written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued
pursuant to the procedures described herein. The form of the Work Order is set forth in
attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization
of Services, includes all written Amendments or Change Orders to any particular Work Order.
CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed
$200,000 unless otherwise approved in writing by the Board of County Commissioners, and
that the total initial compensation for all Work Orders issued under this Agreement shall not
exceed $750,000 annually, unless otherwise approved in writing by the Board of County
Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work
Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a
2
16C 1
written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for
such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide
pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT
for such Services, said proposal to be in compliance with the terms of this Agreement. If the
parties reach an agreement with respect to such Services, including, but not limited to the
scope, compensation and schedule for performance of those Services, a Work Order shall be
prepared which incorporates the terms of the understanding reached by the parties with respect
to such Services and if both parties are in agreement therewith, they shall jointly execute the
Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to
promptly provide the Services required thereby, in accordance with the terms of this Agreement
and the subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of
the Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or
required of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change
Orders thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
16C 1
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 hereby designates Mark Waronker, Vice President as its Principal in
Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and
obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each
Work Order CONSULTANT will designate a qualified licensed professional to serve as
CONSULTANT'S project coordinator for the Services to be provided under that Work Order
(hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized
and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating
and administering all aspects of the Services to be provided and performed under the Work
Order. Further, the Project Coordinator has full authority to bind and obligate the
CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT
agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is
required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in
0
16C I
Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S
prior written approval, and if so removed must be immediately replaced with a person
acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request
from OWNER to promptly remove and replace the Principal in Charge or any Project
Coordinator, or any other personnel employed or retained by the CONSULTANT, or any
subconsultants or subcontractors or any personnel of any such subconsultants or
subcontractors engaged by the CONSULTANT to provide and perform any of the Services
pursuant to the requirements of this Agreement or any applicable Work Order, said request
may be made with or without cause. Any personnel so removed must be immediately replaced
with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in
the type of professional engineering services that will be required under this Agreement. The
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance
with the generally accepted standards of professional practice in the State of Florida, as well
as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and
requirements of any governmental agencies, including the Florida Building Code where
applicable, which regulate or have jurisdiction over the Services to be provided and performed
by CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of
any design documents in no way relieves CONSULTANT of its obligation to deliver complete
5
16C 1
and accurate documents necessary for successful completion of the Services required under
the subject Work Order,
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or
federal requirements and /or codes and ordinances applicable to Consultant's performance of
the work as related to the project. This list is not deemed to be all- inclusive, and the County
reserves the right to make sole determination regarding deductions. After notification of
deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these
funds would be forfeited by the Consultant. The County may also deduct or charge the
Consultant for services and /or items necessary to correct the deficiencies directly related to the
Consultant's non - performance whether or not the County obtained substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm
or organization, without OWNER'S prior written consent, or unless incident to the proper
performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non - public
information concerning the Services to be rendered by CONSULTANT hereunder, and
CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to
comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt
written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn
M
16C A
in the Florida State Plane East (US Feet) Coordinate System (NAD 83190). The drawings
should either reference specific established Survey Monumentation, such as Certified Section
Corners (Half or Quarter 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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order
authorizing those Additional Services. With respect to the individuals with authority to authorize
Additional Services under this Agreement, such authority will be as established in OWNER'S
Purchasing Policy and Administrative Procedures in effect at the time such services are
authorized. Except in an emergency endangering life or property, any Additional Services
must be approved in writing via an Amendment or Change Order to the subject Work Order
prior to starting such services. OWNER will not be responsible for the costs of Additional
Services commenced without such express prior written approval. Failure to obtain such prior
written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such
Work is not additional but rather a part of the Services originally required of CONSULTANT
under the subject Work Order.
7
16C 1
2.2 If OWNER determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that
CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight
(48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to
provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it
otherwise may have had to seek an adjustment to its compensation or time of performance
under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and
decisions with respect to CONSULTANT'S Services under the Work Order. However, the
Project Manager is not authorized to issue any verbal or written orders or instructions to the
CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or
changing in anyway whatever:
(a) The scope of Services to be provided and performed by the
CONSULTANT as set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all
such Services as set forth in the Work Order: or
9
16C 1
(c) The amount of compensation the OWNER is obligated or committed to
pay the CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted
by the CONSULTANT for payment for services and work provided and
performed in accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to
OWNER'S requirements for the Services specified in the Work Order,
including design objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, and any budgetary
limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S
possession pertinent to the Services specified in the Work Order, including
existing drawings, specifications, shop drawings, product literature,
previous reports and any other data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter
the site (if any) set forth in the Work Order to perform the Services to be
provided by CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered
by the OWNER with respect to the Services to be rendered by
CONSULTANT hereunder.
16C 1
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced,
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order,
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not
due to its own fault or neglect, including but not restricted to acts of nature or of public enemy,
acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes
or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be
deemed to have waived any right which CONSULTANT may have had to request a time
extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S
Services from any cause whatsoever, including those for which OWNER may be responsible in
whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to
damages or additional compensation from OWNER. CONSULTANT'S sole remedy against
OWNER will be the right to seek an extension of time to the Schedule; provided, however, the
granting of any such time extension shall not be a condition precedent to the aforementioned
10
16C 1
"No Damage For Delay" provision. This paragraph shall expressly apply to claims for early
completion, as well as claims based on late completion
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or
remedies available to the OWNER hereunder, the OWNER at its sole discretion and option
may withhold any and all payments due and owing to the CONSULTANT under this
Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes
performance of its obligations hereunder in such a manner so as to reasonably establish to the
OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on
schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by OWNER to
CONSULTANT be deemed a waiver of any right or claim OWNER may have against
CONSULTANT for delay or any other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one
(1) year from that date, or until such time as all outstanding Work Orders issued prior to the
expiration of the Agreement period have been completed. This Agreement may be renewed for
an additional three (3) years, renewable annually. Any such annual renewal shall be agreed
to, in writing, by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, a comprehensive and itemized statement of charges for the
Services performed and rendered by CONSULTANT during that time period, and for any
OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by
CONSULTANT during that time period. The monthly statement shall be in such form and
supported by such documentation as may be required by OWNER. All such statements shall
be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order
Number, Purchase Order Number and Project Site description (if any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials,
hourly with a cap or some other agreed to format) contained in each separate Work Order shall
be based on the hourly rates as set forth and identified in Schedule B which is attached hereto,
for the time reasonably expended by CONSULTANT'S personnel in performing the Services.
The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction
with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by
OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement
12
16C 1
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth
below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties,
as provided in Section 112.061, F.S., and all Contract - related mileage
for trips that are from /to destinations outside of Collier or Lee Counties
approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings
and Specifications, including duplicate sets at the completion of each Work Order
for the OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates
approved in advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction
over the Work Order required under the applicable Work Order.
5.22.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring
any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses
incurred by CONSULTANT will be deemed to be a reimbursable expense.
13
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S
personnel and the estimated fees thereof for the proposed work to be specified in the Work
Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to
the contemplated Services to be performed by CONSULTANT under the proposed Work
Order. CONSULTANT shall promptly supply such estimate to OWNER based on
CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a
maximum markup of five percent (5 %) on the fees and expenses associated with such
subconsultants and subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the
Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice
approved by OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents,
drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports
and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with
delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain
copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring
OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a
nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with
respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that
it has full right and authority to grant this license to OWNER. Further, CONSULTANT
consents to OWNER'S use of the Project Documents to complete the subject project or task
following CONSULTANT'S termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. CONSULTANT also acknowledges
OWNER may be making Project Documents available for review and information to various
third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which
concern or reflect the Services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Work Order is completed, whichever is later, or such later date
as may be required by law. OWNER, or any duly authorized agents or representatives of
OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and
documentation as often as they deem necessary during the period of this Agreement and
during the five (5) year period noted above, or such later date as may be required by law;
provided, however, such activity shall be conducted only during normal business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by
each principal and employee of CONSULTANT in performing the Services and therein
specifying the services performed by each, with all such time records to be kept within one -half
of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall
furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing
CONSULTANT'S incurrence and /or payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold
harmless OWNER, its officers and employees from any and all liabilities, damages, losses and
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costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of
this Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified party
or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
91 CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts described herein and further
set forth in Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners,
Collier County, Florida, as an additional insured as to the operations of CONSULTANT under
this Agreement and shall contain a severability of interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse
against OWNER for payment of premiums or assessments for any deductibles which all are at
the sole responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or
self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried
by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and
identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and
shall be construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each
other for damages covered by insurance to the extent insurance proceeds are paid and
received by OWNER, except such rights as they may have to the proceeds of such insurance
held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the
Department of Insurance of the State of Florida to transact the appropriate insurance business
in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating of
"Class VI" or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own
staff, unless otherwise authorized in writing by the OWNER. The employment of, contract
with, or use of the services of any other person or firm by CONSULTANT, as independent
consultant or otherwise, shall be subject to the prior written approval of the OWNER. No
provision of this Agreement shall, however, be construed as constituting an agreement
between the OWNER and any such other person or firm. Nor shall anything in this Agreement
be deemed to give any such party or any third party any claim or right of action against the
OWNER beyond such as may then otherwise exist without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order.
Such personnel shall be committed to the project or task specified in the Work Order in
accordance with the percentages noted in the attached Schedule. CONSULTANT shall also
identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect
to the subject Work Order. All personnel, subconsultants and subcontractors identified in the
Schedule shall not be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
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subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement and any subsequently issued Work Order, and to assume toward the
CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this
Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement, and any subsequently issued Work Order, with respect to the Services
to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT
shall require each subconsultant or subcontractor to enter into similar agreements with its sub -
subconsultants or sub - subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of
each contract entered into between CONSULTANT and each subconsultant or subcontractor,
however nothing in this Agreement shall be construed to create any contractual relationship
between OWNER and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to
those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order
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as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER
shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT.
It is agreed that either party hereto shall at any and all times have the right and option to
terminate this Agreement by giving to the other party not less than thirty (30) days prior written
notice of such termination. Upon this Agreement being so terminated by either party hereto,
neither party hereto shall have any further rights or obligations under this Agreement
subsequent to the date of termination, except that Services specified to be performed under a
previously issued Work Order, shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for OWNER to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and
timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by
CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d)
CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct,
or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this
Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above,
it is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT'S remedies against OWNER shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph
12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any
costs reasonably incurred by CONSULTANT that are directly attributable to the termination,
but CONSULTANT shall not be entitled to any other or further recovery against OWNER,
including, but not limited to, anticipated fees or profits on Services not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set
22
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forth and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control arising out of or relating to this Agreement or
any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered
hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek
an extension of time to its schedule in accordance with the procedures set forth in Article Four
herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within
forty -five (45) days after such payment is due as set forth in the Work Order or such other time
as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill
some material obligation owed by OWNER to CONSULTANT under this Agreement or
subsequently issued Work Order, and (ii) OWNER has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then
CONSULTANT may stop its performance under the subject Work Order until such default is
cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S
intention to stop performance under the applicable Work Order. If the Services are so stopped
for a period of one hundred and twenty (120) consecutive days through no act or fault of the
CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other
persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default
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within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may,
upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work
Order and recover from the Owner payment for Services performed through the termination
date, but in no event shall CONSULTANT be entitled to payment for Services not performed or
any other damages from Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement or any subsequent
Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached
hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit
costs supporting the compensation for CONSULTANT'S services to be provided under this
Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order, The
CONSULTANT agrees that the original price as set forth in each subsequent issued Work
Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by
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which the OWNER determines the price as set forth in the Work Order was increased due to
inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such
adjustments shall be made within one (1) year following the end of the subject Work Order.
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of Services
required hereunder. CONSULTANT further represents that no persons having any such
interest shall be employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed
to the following OWNER'S address of record:
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Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing /GS Director
Fax: 239-732-0844
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:
EMA, Inc.,
2180 West S. R. 434, Suite 6100
Longwood, Florida 32779
Telephone: 407 - 865 -6601
Fax: 407 -865 -6615
Attn: Mr. Mark Waronker, Vice President
16.3 Either party may change its address of record by written notice to the other party given
in accordance with requirements of this Article.
ARTICLE 17
li' I&M =IN We1►lx019,K
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.
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17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit
or change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto,
constitutes the entire agreement between the parties hereto and shall supersede, replace and
nullify any and all prior agreements or understandings, written or oral, relating to the matter
set forth herein, and any such prior agreements or understanding shall have no force or effect
whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the
parties shall survive the expiration or termination of this Agreement.
17.8 This Agreement maybe simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A WORK ORDER FORM
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Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
Services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE 19
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement. At the time this
Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In-
Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as
Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work
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Order, if any, shall be adjusted to exclude any sums by which OWNER determines the
compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and
other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor
list following a conviction for a public entity crime may not submit a
bid, proposal, or reply on a contract to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply
on a contract with a public entity for the construction or repair of a
public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor,
or consultant under a contract with any public entity; and may not
transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of
36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would
make the presentation of any settlement reached during negotiations to OWNER for approval.
Failing resolution, and prior to the commencement of depositions in any litigation between the
parties arising out of this Agreement, the parties shall attempt to resolve the dispute through
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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.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for "Fixed Term Instrumentation and Control (I &C) Engineering Services the day
and year first written above.
ATTEST:
Dwight E. Brock.,I le(k
DatQ: 1
AttNt;
I
Tammy Stephens, Marketing Coord
Typed Name nd Title
Witness
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Donna Fiala, Chairman
EMA, Inc. /
By:
Mark A. Waronker, Vice President
Typed Name and Title
Debra S. Annocki, Office Team Leader
Typed Name and Title
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SCHEDULE A
WORK ORDER #
Agreement for title of contract, Dated: 200 (RFP /Bid 09 -5151)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to:
name of firm.
Scope of Work: As detailed in the attached proposal and the following:
• Task -
* Task II -
• Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs Time &
Material (established hourly rate — Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task $
Task II $
Task III $
TOTALFEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
name and title
APPROVED BY:
Department Director, Department Name
APPROVED BY:
Division Administrator, Division
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Type or Print Name and Title
A -1
Date
Date
Date
Date
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SCHEDULE B
RATE SCHEDULE
Collier County Fee Schedule
RFP 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
Professional Hourly Fee
Principal (Partners, Associates, Directors, Presidents) $ 180.00
Senior Design Engineer /Chief Engineer /Senior I & C Specialist $ 165.00
Senior Project Manager / Construction Manager /Senior I & C Engineer $ 150.00
Project Manager/ Senior Engineer /Senior Planner /I & C Engineer $ 140.00
Engineer III /Principal $ 120.00
Engineer II /Senior Designer /Architect $ 110.00
Engineer I /Designer /Planner $ 100.00
Senior Inspector/ Design Technician $ 90.00
Inspector /Senior Technician /Field Inspector $ 80.00
Technician $ 70.00
Drafter $ 70.00
SupporUTechnical Typist $ 45.00
Administrative Assistant, Secretary $ 60.00
Clerical, other Support $ 50.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories
of professional, support and other services shall be mutually negotiated by the County
and firm on a project by project basis as needed.
B -1
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self- insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non- renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
C -3
16, G I
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
_X_ $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
[o3!
16C 1
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate
$300,000
Products /Completed Operations Aggregate
$300,000
Personal and Advertising Injury
$300,000
Each Occurrence
$300,000
Fire Damage
$ 50,000
General Aggregate
$500,000
Products /Completed Operations Aggregate
$500,000
Personal and Advertising Injury
$500,000
Each Occurrence
$500,000
Fire Damage
$ 50,000
Aggregate
$1,000,000
_X_General
Products /Completed Operations Aggregate
$1,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$1,000,000
Fire Damage
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self - insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
C -5
16C 1
(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
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
(6) 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:
C -6
16C 1
_X_ Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
X $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
Ca
16C 1
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours
after receipt, of any notices of expiration, cancellation, non - renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
M
16C 1
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project- specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self- insured retention and the risk of
uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
C -9
16C 1
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.
C -10
16 1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, EMA, Inc., hereby certifies that wages, rates and other
factual unit costs supporting the compensation for the services of the CONSULTANT to
be provided under the Professional Services Agreement, concerning "Fixed Term
Instrumentation and Controls (I &C) Engineering Services" are accurate, complete
and current as of the time of contracting.
EMA, Inc.
BY' /Lf
TITLE: Vice President
DATE: vl0
D -1
02/18/2009 09:29 FAX 1 407 865 6615 _ EMA INC. 1 _ IA002
.
ADADR CERTIFICATE OF LIABILITY INSURANCE
DATE IMMIODD'TYYI
02/17/2009
a
PRODUCER 651- 621 -8980 FAX 651- 621 -8989
Dennis 7. Linder &Associates
An affiliate of American Agency, Inc.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE C VFRAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURERA: Phoenix Insurance Company
NAIC#
- 731 Bielenberg Drive, Suite 204
Woodbury, MN SS125 -1701
INSURED ,
1970 Oakcrest Ave
Suite 300
INSURERS: Travelers Property Casualty Coo
America
Nsw+ERC Travelers Casualty and Surety
any
INSURERO:
P- 630- 13SSC410
INCLUDES:
CONTRACTUAL LIABILITY
OPERATIONS OF SUBS-
CONTINGENT LIABILITY
St. Paul, MN 55113
INSURER E:
S 1,000,00
OALL4GET0 NT.O
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDMATED, NOTWITHSTANDING
ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO NMICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. LIMITS AFFORDEDUY THE
POUQES. AG Y HAVE BEPOLICIES EDUCED DESCRIBED HEREIN I SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
NB
TYPEOFIRBURANCE
POLICY NUMBER
POUCYEFPECTNE
01101/2009
POLICY RJIPNtpIgN
LIMITS
A
GENERAL LIABILITY
CLAIM9 E OOCCUR
TXBOR MERCIAL0 NEAAI.I,IABILRY
OAD FORM PD
P- 630- 13SSC410
INCLUDES:
CONTRACTUAL LIABILITY
OPERATIONS OF SUBS-
CONTINGENT LIABILITY
01/01/2010
FAWOcCURRENCE
S 1,000,00
OALL4GET0 NT.O
S 3OO OO
MED E%P (Ay ar P.nan)
i 5 000
PERSORALSADVN.URY
S 1 000 00
U
GENERALAGGREGATE
i 2,00-0.0-00-
GEN'LA` GREGATE LIgqM��ff APPUESPER
POLICY X JECT LOC
PRODUCTS - COMPIOP AGG
S 2,000,00
B
AUTOMOMLSIJASIUW
ANY AUTO
A DfiNEDAJTOS
SCHEDULED AUTOS
HNEDALROG
NON -0V1NE0 gUT0.4
810- 867K2348
01/01/2009
01/01/2010
COMBINED SINGLE UNIT
(EBBmm )
S 1.0001 0
BOOILYINJURY
(Px Pram)
i
X
BODILY INAJRY
(Pr emibnU
i
X
PROPERTY DAMAGE
(PracddenQ
$
"RAM LWIMIY
ANYAUTO
AUTOONLY- EAACCIDENT
S
OT4ERTHAN FAACC
AUTO ONLY: AM
S
S
B
Elccm&UMBNLLA LAtBUtt
X OCCUR EICLAWS MADE
DEDUCTIBLE
RETENTION i
EX- 867K235A
01/01/2009
01/01/2010
EACH OCCURRENCE
i S 000 00
AGGREGATE
S $ Oo0,O0
i
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i
C
MAKERS COMPINBATKIN AND
EMPLOYERS' LIABILITY
RERIMEMBEREIICLUDE �ECUTNE
OFFIC DY
If SwMOe undr
SPEIIIAL PRINIBIONS bvbr
UB- 367KZ293
01/01/2009
01/01/2010
X STA
EL EACH ACCIDENT
S 1,000,000
E.L OISE/1SE- EAEMPLO
f 1,000,00
EL DISEASE -POLICY LIMIT
S 1,000 D
OTHER
DESCRIPTION OF OPERATIC�B ILOrATION IVEWCLEBII][CLUSIONSAD01 BY ENOORBEI!lfTl3 IAL PROMS
&Contract 609 -5151; Fixer Term Instrumentation and Controls (I & C Engineering Services
k1ditional Insured (General Liability) as required by written contract., Collier County, Florida;
policy contains a severability of interest provision
Collier County Florida
Board of County Commissioners
Purchasing Dept, Purchasing .Bldg
3301 E Taeiami Trail
III dg. "G"
Naples, FL 34112
SHOULD AHYOF THHASOVE BeSCRBED POLNREB BE GANCe1® BEFORE THE
ExPmATON DATE THEREOF. THE ISSUING INSURER HILL NWd9WdM MAIL
30 DAYSWRR-IPNHDTICETOTREcERDF"J HOLDER MIOTREIEFT,
Yi0C1DQfYiII,KUBBUBiX)SKWAXX
ACORD 26 (2001108) ® ACORD CORPORATION 1988
02/18/2009 09:29 FAX 1 407 865 6615 EMA INC.
IMPORTANT
If the cwdticete holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain polictes may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Oertificate of Insurance on the reverse side of this Torn does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmafivety or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORO 26 (2MI09)
IZ 003
16C
02/18/2009 09:29 FAX 1 407 865 6615 GMA INC.
W1004
Collier County Florida 02/17/2009
Certificate issued to Collier County Florida
02/17/2009
The following cancellation wording supercedes any previous wording: "Should any of the above policies be
cancelled, non - renewed or limit reduced by endorsement before the expiration date thereof, the issuing
e certificate holder named."
company will mail 30 days written notice to th
02/18/2009 09:30 FAX 1 407 865 6615 EMA INC.
1 A L 1 0 nnR
ACORD,� CERTIFICATE OF LIABILITY
aar. 'UM WAUGA'YYY)
INSURANCE D2/17 wv
PRODUCER 651:MN: FAX 651- 621 -8989
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Dennis J. Linder Assoc i Associates
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
M affiliacan Agency, Inc.
INSURERS AFFORDING COVERAGE
NAIC
731 Biel en Suite 204
Woodbury, 701
INSURFAA Conti rental (ASYdlty Company
�L LSULET'
NN1RED EMA, INC.
COMMERCW. GENERAL LIABILITY
1970 Oakcrest Avenue
INSURERS;
wsuRERe
Suite 300
INSURERD:
OMPAPAOG $
St. Paul, MN 55113
POLICY JECT E LDG
INSURER E:
TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED
OR OTHER DOCUMENT WITH RESPECT TO WHICH
THIS CERTIFICATE MAY BE ISSUED OR
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT
SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
MAY INS
MOUSES. AIN EE LIMITS SHOWN MAY HAVE BEEN EDUCED BY PAID CLAIMS.
MIN POLICY EFFE E POl1CY E%PmATON
TYPl OFNIURANCE POLICY NlNB91
UNITS
ENCE $
�L LSULET'
NTED $
COMMERCW. GENERAL LIABILITY
CLANS MADE ❑OCCU R
— Parson) 3
DVINJURY S
MlEh
REGATE $
OMPAPAOG $
GBNL AGGREGATEpLIIMIIT APPLIES PER'
POLICY JECT E LDG
AUFOMOBEE
LIAmLm
OOMB�I Imp uSINGLE UNIT
$
ANY AUTO
ALLOWNEDAUTOS
BODILY INJURY
(Par Pm n)
$
SCHEDULED AUTOS
HIRED AUTOS
BODILY INJURY
(Por eeCtlaM)
$
NON -OWNED AUTOS
PEERaTY�DAMAGE
$
(PRO
AUTO OW!- EAACCIDENT
$
AN
GARAGE LILm
$
ANY AUTO
OTHER THAN
AUTO ONLY: ,may
$
IEKCEEBryLmm3lALMmIJr!
EACH OCCURRENCE
$
AGGREGATE
3
OCCUR FI CLAIMS MADE
$
S
DEDUCTIBLE
WC STATIY OTFF
8
RETENTION $
WORKERS COIPDMIATION AND
EJ_EACH ACCIDENT
3
EMPLOYERS' LUUMIM
E.L gBEAREEA EMPLOYEE
$
ANY PROPRIETO W PARTNER,FI(ECUTNE
OFFICERIMEMBER EXCLUDED?
E.L. DISEASE - POLICY LIMIT IS
Myee$ wWer
SPECIAL PROVISKN9 Mlw,
c�iitects/Engineers
AEH006131381
01/01/2009
01/01/2010
43,000,000. Per Claim
Annual Aggregate
23,000,000.
A
rof Liab(Claims Made
Reported)
OEBCMPHDNOFOPERATM LOOAl10Mm VEMJOLEslum o=BA00EDpYENDOn$EMENTIBPE ALP
Contract /09 -S15�; Fix Term Instrumentat'lon and Contro�s I 8 Engineering Services
Deductible; $50,000. Primary Deductible /S2SO,000. Secondary Deductible/$SOO.ODO. Secondary Deductible
ggregate
This policy covers the PROFESSIONAL SERVICES of the named insured for all projects & the limit of
lability shown shall not he construed to be applied to this project only.
Collier County Florida
Board of County Commissioners
Purchasing Dept, Purchasing Bldg
3301 E Tamiami Trail
Bldg. "C••
Naples, FL 34112
SHOULD ANY OFTHE ABOVE pEMMKO POLEMS BE CANCELLED BEFORE THE
EXPBATIOM DATE THEREOF, THE ISBU NG INSURER WILL WMIDGUM MAX-
30 OAySWRITTEM MOTCETOTHE C@LTQiCATEI OER NAMED TOTHE LEFT,
AUTIORMED
ACORD 25 (2001/08) °"'�""••" "'"••• �•�• •�• •___
02/18/2009 09:30 FAX 1 407 865 6615
IMPORTANT
It the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsemem(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The certificate of Insurance on the reverse side of this form does not constitute a contract between
the Issuing insurer(s), authorized representative or producer, and the certificate holder, nor does It
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
l& 006
M
02/18/2009 09:30 FAX 1 407 865 6615 F.MA
Certificate issued to Collier County Florida
C 1 fA 007
02/17/2009
02/17/2009
The following cancellation wording supercedes any previous wording: "Should any of the above policies be
cancelled, non- renewed or limit reduced by endorsement before the expiration date thereof, the issuing
company will mail 30 days written notice to the certificate holder named."
16��
MEMORANDUM
Date: March 2, 2009
To: Dianna Perryman, Contract Specialist
Purchasing Department
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Contract: #09 -5151 "Fixed Term Instrumentation and
Controls (I & C) Engineering Services"
Contractor: RKS Consulting
Attached please find one (1) original document of each amendment, as
referenced above, (Agenda Item #160), approved by the Board of
County Commissioners on Tuesday, February 24, 2009.
An original has been retained in the Minutes and Records Department and
for the Board's official records.
If you should have any questions, please contact me at 252-8411.
Thank you.
Attachments
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Dianna Perryman, Contract Specialist
Purchasing Department
DATE: February 24, 2009, 2009
RE: Review Insurance for Contract: 09 -5151 "Fixed Term
Instrumentation and Controls (I & C) Engineering Services"
Contractor: Camp Dresser & McKee, Inc.
Hazen & Sawyer
EMA
RKS Consulting
This Contract was approved by the BCC on February 24, 2009, Agenda Item
16.C.1
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 4270.
dod /LMW
C: Karen Guliani, PUED
DATE RECEIVED
FEB 2 5 2009
RISK K --
16C
Contract 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this �4+"day of
16CJ
2009, 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 RKS Consulting Engineers, Inc., authorized to do business in the State of
Florida, whose business address is 15400 Shamrock Drive, Fort Myers, Florida 33912
(hereinafter referred to as the "CONSULTANT ").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a
Collier County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation
Act), makes provisions for a fixed term contract with a firm to provide professional services to a
political subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering
services on a fixed term basis as directed by OWNER for such projects and tasks as may be
required from time to time by OWNER.
1
1601
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter
provided, CONSULTANT shall provide to OWNER professional Consultant Engineering
services (hereinafter the "Services ") as herein set forth. The term "Services" includes all
Additional Services authorized by written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued
pursuant to the procedures described herein. The form of the Work Order is set forth in
attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization
of Services, includes all written Amendments or Change Orders to any particular Work Order.
CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed
$200,000 unless otherwise approved in writing by the Board of County Commissioners, and
that the total initial compensation for all Work Orders issued under this Agreement shall not
exceed $750,000 annually, unless otherwise approved in writing by the Board of County
Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work
Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a
2
16C 1
written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for
such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide
pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT
for such Services, said proposal to be in compliance with the terms of this Agreement. If the
parties reach an agreement with respect to such Services, including, but not limited to the
scope, compensation and schedule for performance of those Services, a Work Order shall be
prepared which incorporates the terms of the understanding reached by the parties with respect
to such Services and if both parties are in agreement therewith, they shall jointly execute the
Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to
promptly provide the Services required thereby, in accordance with the terms of this Agreement
and the subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of
the Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or
required of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change
Orders thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
16C 1
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 hereby designates Don Williams, P.E., President as its Principal in
Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and
obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each
Work Order CONSULTANT will designate a qualified licensed professional to serve as
CONSULTANT'S project coordinator for the Services to be provided under that Work Order
(hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized
and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating
and administering all aspects of the Services to be provided and performed under the Work
Order. Further, the Project Coordinator has full authority to bind and obligate the
CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT
agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is
required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in
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Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S
prior written approval, and if so removed must be immediately replaced with a person
acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request
from OWNER to promptly remove and replace the Principal in Charge or any Project
Coordinator, or any other personnel employed or retained by the CONSULTANT, or any
subconsultants or subcontractors or any personnel of any such subconsultants or
subcontractors engaged by the CONSULTANT to provide and perform any of the Services
pursuant to the requirements of this Agreement or any applicable Work Order, said request
may be made with or without cause. Any personnel so removed must be immediately replaced
with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in
the type of professional engineering services that will be required under this Agreement. The
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance
with the generally accepted standards of professional practice in the State of Florida, as well
as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and
requirements of any governmental agencies, including the Florida Building Code where
applicable, which regulate or have jurisdiction over the Services to be provided and performed
by CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of
any design documents in no way relieves CONSULTANT of its obligation to deliver complete
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and accurate documents necessary for successful completion of the Services required under
the subject Work Order.
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or
federal requirements and /or codes and ordinances applicable to Consultant's performance of
the work as related to the project. This list is not deemed to be all- inclusive, and the County
reserves the right to make sole determination regarding deductions. After notification of
deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these
funds would be forfeited by the Consultant. The County may also deduct or charge the
Consultant for services and /or items necessary to correct the deficiencies directly related to the
Consultant's non - performance whether or not the County obtained substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm
or organization, without OWNER'S prior written consent, or unless incident to the proper
performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non - public
information concerning the Services to be rendered by CONSULTANT hereunder, and
CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to
comply with the provisions of this paragraph
written notice of any such subpoenas.
CONSULTANT shall provide OWNER prompt
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn
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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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order
authorizing those Additional Services. With respect to the individuals with authority to authorize
Additional Services under this Agreement, such authority will be as established in OWNER'S
Purchasing Policy and Administrative Procedures in effect at the time such services are
authorized. Except in an emergency endangering life or property, any Additional Services
must be approved in writing via an Amendment or Change Order to the subject Work Order
prior to starting such services. OWNER will not be responsible for the costs of Additional
Services commenced without such express prior written approval. Failure to obtain such prior
written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such
Work is not additional but rather a part of the Services originally required of CONSULTANT
under the subject Work Order.
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2.2 If OWNER determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that
CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight
(48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to
provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it
otherwise may have had to seek an adjustment to its compensation or time of performance
under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and
decisions with respect to CONSULTANT'S Services under the Work Order. However, the
Project Manager is not authorized to issue any verbal or written orders or instructions to the
CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or
changing in any way whatever:
(a) The scope of Services to be provided and performed by the
CONSULTANT as set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all
such Services as set forth in the Work Order; or
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(c) The amount of compensation the OWNER is obligated or committed to
pay the CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted
by the CONSULTANT for payment for services and work provided and
performed in accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to
OWNER'S requirements for the Services specified in the Work Order,
including design objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, and any budgetary
limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S
possession pertinent to the Services specified in the Work Order, including
existing drawings, specifications, shop drawings, product literature,
previous reports and any other data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter
the site (if any) set forth in the Work Order to perform the Services to be
provided by CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered
by the OWNER with respect to the Services to be rendered by
CONSULTANT hereunder.
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ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced,
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not
due to its own fault or neglect, including but not restricted to acts of nature or of public enemy,
acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes
or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be
deemed to have waived any right which CONSULTANT may have had to request a time
extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S
Services from any cause whatsoever, including those for which OWNER may be responsible in
whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to
damages or additional compensation from OWNER. CONSULTANT'S sole remedy against
OWNER will be the right to seek an extension of time to the Schedule; provided, however, the
granting of any such time extension shall not be a condition precedent to the aforementioned
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"No Damage for Delay" provision. This paragraph shall expressly apply to claims for early
completion, as well as claims based on late completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or
remedies available to the OWNER hereunder, the OWNER at its sole discretion and option
may withhold any and all payments due and owing to the CONSULTANT under this
Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes
performance of its obligations hereunder in such a manner so as to reasonably establish to the
OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on
schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by OWNER to
CONSULTANT be deemed a waiver of any right or claim OWNER may have against
CONSULTANT for delay or any other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one
(1) year from that date, or until such time as all outstanding Work Orders issued prior to the
expiration of the Agreement period have been completed. This Agreement may be renewed for
an additional three (3) years, renewable annually. Any such annual renewal shall be agreed
to, in writing, by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, a comprehensive and itemized statement of charges for the
Services performed and rendered by CONSULTANT during that time period, and for any
OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by
CONSULTANT during that time period. The monthly statement shall be in such form and
supported by such documentation as may be required by OWNER. All such statements shall
be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order
Number, Purchase Order Number and Project Site description (if any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials,
hourly with a cap or some other agreed to format) contained in each separate Work Order shall
be based on the hourly rates as set forth and identified in Schedule B which is attached hereto,
for the time reasonably expended by CONSULTANT'S personnel in performing the Services.
The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction
with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by
OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement
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is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth
below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties,
as provided in Section 112.061, F.S., and all Contract - related mileage
for trips that are from /to destinations outside of Collier or Lee Counties
approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings
and Specifications, including duplicate sets at the completion of each Work Order
for the OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates
approved in advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction
over the Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring
any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses
incurred by CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S
personnel and the estimated fees thereof for the proposed work to be specified in the Work
Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to
the contemplated Services to be performed by CONSULTANT under the proposed Work
Order. CONSULTANT shall promptly supply such estimate to OWNER based on
CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a
maximum markup of five percent (5 %) on the fees and expenses associated with such
subconsultants and subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the
Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice
approved by OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents,
drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports
and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with
delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain
copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring
OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a
nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with
respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that
it has full right and authority to grant this license to OWNER. Further, CONSULTANT
consents to OWNER'S use of the Project Documents to complete the subject project or task
following CONSULTANT'S termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. CONSULTANT also acknowledges
OWNER may be making Project Documents available for review and information to various
third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which
concern or reflect the Services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Work Order is completed, whichever is later, or such later date
as may be required by law. OWNER, or any duly authorized agents or representatives of
OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and
documentation as often as they deem necessary during the period of this Agreement and
during the five (5) year period noted above, or such later date as may be required by law;
provided, however, such activity shall be conducted only during normal business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by
each principal and employee of CONSULTANT in performing the Services and therein
specifying the services performed by each, with all such time records to be kept within one -half
of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall
furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing
CONSULTANT'S incurrence and /or payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold
harmless OWNER, its officers and employees from any and all liabilities, damages, losses and
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costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of
this Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified party
or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts described herein and further
set forth in Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners,
Collier County, Florida, as an additional insured as to the operations of CONSULTANT under
this Agreement and shall contain a severability of interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse
against OWNER for payment of premiums or assessments for any deductibles which all are at
the sole responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or
self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and
identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and
shall be construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each
other for damages covered by insurance to the extent insurance proceeds are paid and
received by OWNER, except such rights as they may have to the proceeds of such insurance
held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the
Department of Insurance of the State of Florida to transact the appropriate insurance business
in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating
"Class VI" or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
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of
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own
staff, unless otherwise authorized in writing by the OWNER. The employment of, contract
with, or use of the services of any other person or firm by CONSULTANT, as independent
consultant or otherwise, shall be subject to the prior written approval of the OWNER. No
provision of this Agreement shall, however, be construed as constituting an agreement
between the OWNER and any such other person or firm. Nor shall anything in this Agreement
be deemed to give any such party or any third party any claim or right of action against the
OWNER beyond such as may then otherwise exist without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order.
Such personnel shall be committed to the project or task specified in the Work Order in
accordance with the percentages noted in the attached Schedule. CONSULTANT shall also
identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect
to the subject Work Order. All personnel, subconsultants and subcontractors identified in the
Schedule shall not be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
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subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement and any subsequently issued Work Order, and to assume toward the
CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this
Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement, and any subsequently issued Work Order, with respect to the Services
to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT
shall require each subconsultant or subcontractor to enter into similar agreements with its sub -
subconsultants or sub - subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of
each contract entered into between CONSULTANT and each subconsultant or subcontractor,
however nothing in this Agreement shall be construed to create any contractual relationship
between OWNER and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to
those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order
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as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER
shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT.
It is agreed that either party hereto shall at any and all times have the right and option to
terminate this Agreement by giving to the other party not less than thirty (30) days prior written
notice of such termination. Upon this Agreement being so terminated by either party hereto,
neither party hereto shall have any further rights or obligations under this Agreement
subsequent to the date of termination, except that Services specified to be performed under a
previously issued Work Order, shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for OWNER to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and
timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by
CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d)
CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct,
or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this
Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above,
it is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT'S remedies against OWNER shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph
12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any
costs reasonably incurred by CONSULTANT that are directly attributable to the termination,
but CONSULTANT shall not be entitled to any other or further recovery against OWNER,
including, but not limited to, anticipated fees or profits on Services not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set
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forth and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control arising out of or relating to this Agreement or
any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered
hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek
an extension of time to its schedule in accordance with the procedures set forth in Article Four
herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within
forty -five (45) days after such payment is due as set forth in the Work Order or such other time
as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill
some material obligation owed by OWNER to CONSULTANT under this Agreement or
subsequently issued Work Order, and (ii) OWNER has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then
CONSULTANT may stop its performance under the subject Work Order until such default is
cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S
intention to stop performance under the applicable Work Order. If the Services are so stopped
for a period of one hundred and twenty (120) consecutive days through no act or fault of the
CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other
persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default
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within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may,
upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work
Order and recover from the Owner payment for Services performed through the termination
date, but in no event shall CONSULTANT be entitled to payment for Services not performed or
any other damages from Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement or any subsequent
Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached
hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit
costs supporting the compensation for CONSULTANT'S services to be provided under this
Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The
CONSULTANT agrees that the original price as set forth in each subsequent issued Work
Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by
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which the OWNER determines the price as set forth in the Work Order was increased due to
inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such
adjustments shall be made within one (1) year following the end of the subject Work Order.
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of Services
required hereunder. CONSULTANT further represents that no persons having any such
interest shall be employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed
to the following OWNER'S address of record:
99
1601
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing /GS Director
Fax: 239- 732 -0844
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:
RKS Consulting Engineers Inc.
15400 Shamrock Drive
Fort Myers, Florida 33912
Telephone: 239 - 481 -6775
Fax: 239 - 433 -9289
Attn: Mr. Don Williams P.E., President
16.3 Either party may change its address of record by written notice to the other party given
in accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
26
16c 1""
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit
or change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto,
constitutes the entire agreement between the parties hereto and shall supersede, replace and
nullify any and all prior agreements or understandings, written or oral, relating to the matter
set forth herein, and any such prior agreements or understanding shall have no force or effect
whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the
parties shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A WORK ORDER FORM
27
1601
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
Services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE 19
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement. At the time this
Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In-
Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as
Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work
W
16c1
Order, if any, shall be adjusted to exclude any sums by which OWNER determines the
compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and
other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor
list following a conviction for a public entity crime may not submit a
bid, proposal, or reply on a contract to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply
on a contract with a public entity for the construction or repair of a
public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor,
or consultant under a contract with any public entity; and may not
transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of
36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of
CONSULTANT with full decision - making authority and by OWNER'S staff person who would
make the presentation of any settlement reached during negotiations to OWNER for approval.
Failing resolution, and prior to the commencement of depositions in any litigation between the
parties arising out of this Agreement, the parties shall attempt to resolve the dispute through
ME
16c1
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.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for "Fixed Term Instrumentation and Control (I &C) Engineering Services the day
and year first written above.
ATTEST:
01 I= ,
Date: 3'2/
AtWt a 'to Chi *i w s
s10nature„ q�
Approved as two rm and
1 al suffic n
Assistant County Attorney
. . NJ nd Title
Uess `ice-
Shannen Williams, CADD Technician
Typed Name and Title
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Donna , 90a,-Chair
RKS Consulting Engineers Inc.
By.
Don Williams, President RKS .
Typed Name and Title
31
16C I."
item #
1—v- -t
Agenda
Date
Date
Recd
ty lark
SCHEDULE A 16 C l
WORK ORDER #
Agreement for title of contract, Dated: 1200 (RFP /Bid 09 -5151)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to:
name of firm.
Scope of Work: As detailed in the attached proposal and the following:
• Task -
• Task II -
• Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump SumLump Sum Plus Reimbursable Costs Time &
Material (established hourly rate — Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task $
Task II $
Task III $
TOTALFEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
name and title
APPROVED BY:
Department Director, Department Name
APPROVED BY:
Division Administrator. Division
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Type or Print Name and Title
A -1
Date
Date
Date
Date
SCHEDULE B
RATE SCHEDULE
Collier County Fee Schedule
RFP 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
Professional
Principal (Partners, Associates, Directors, Presidents)
Senior Design Engineer /Chief Engineer /Senior I & C Specialist
Senior Project Manager/ Construction Manager /Senior I & C Engineer
Project Manager / Senior Engineer /Senior Planner /I & C Engineer
Engineer III /Principal
Engineer II /Senior Designer /Architect
Engineer I /Designer /Planner
Senior Inspector/ Design Technician
Inspector /Senior Technician /Field Inspector
Technician
Drafter
Support/Technical Typist
Administrative Assistant, Secretary
Clerical, other Support
16C1
Hourly Fee
$ 180.00
$ 165.00
$ 150.00
$ 140.00
$ 120.00
$ 110.00
$ 100.00
$ 90.00
$ 80.00
$ 70.00
$ 70.00
$ 45.00
$ 60.00
$ 50.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories
of professional, support and other services shall be mutually negotiated by the County
and firm on a project by project basis as needed.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self- insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self- insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance 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
C -1
1601
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
G2
16C1
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
C -3
1601
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? x Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
C -4
16c
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
_X—General Aggregate $1,000,000
Products /Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. 'This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self- insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
C -5
16C1
(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
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
(6) 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:
C -6
16C1
X_ Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
Ca
16C 1
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours
after receipt, of any notices of expiration, cancellation, non - renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
M.
1601
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project- specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self- insured retention and the risk of
uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
C -9
16C1'
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.
�M]
1601
ACORD OP ID KR
CERTIFICATE OF LIABILITY INSURANCE RKSCO -1
DATE (mMmomw)
1 02/12/09
PRODUCER
Oswald Trippe and Company, Inc
P. 0. Box 60139
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
POLICY NUMBER
21SBABI5812
DATE (MMIDD/YY)
03/23/09
Ft. Myers FL 33906 -6139
Phone:239- 433 -4535 Fax:239- 433 -4148
INSURERSAFFORDING CO
NAIC#
INSURED
INSURER A'. Hartford nsurance Company
19682
INSURER B. Everest National Ins. Co.
f012On
INSURER C.
RKS consulting Engineers Inc.
gt. Myers roc33912
INSURER D.
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING
MY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
A
NS
X
TYPE OF INSURANCE
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE [X] OCCUR
POLICY NUMBER
21SBABI5812
DATE (MMIDD/YY)
03/23/09
DATE (MMIODIYY)
03/23/10
LIMITS
EACH OCCURRENCE
$ 1,000,000
PREMISES(Ee occurence)
$300,000
MED EXP (Any one person)
$ 10,000
PERSONAL B ADV INJURY
$1,000,000
GENERAL AGGREGATE
$2,000,000
PRODUCTS - COMP /OP AGG
$2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY -] j ECCOT LOC
AUTOMOBILE
LIABILITY
ANY AUTO
21SBABISS12
03/23/09
03/23/10
COMBINED SINGLE LIMIT
(Ea accident)
$ 1 , 000 , 000 ;
ALL OWNED AUTOS
BODILY INJURY
(Per person)
$
SCHEDULED AUTOS
X
HIRED AUTOS
BODILY INJURY
(Per accident)
$
X
NONOWNEO AUTOS
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILRV
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
AUTO ONLY AGO
$
ANY AUTO
$
EXCESSNMBRELLA LIABILITY
EACH OCCURRENCE
$
AGGREGATE
$
OCCUR CLAIMS MADE
$
$
DEDUCTIBLE
$
RETENTION $
WORKERS COMPENSATION AND
CHT
X TORY LIMITS ER
EL EACH ACCIDENT
$100,000
A
EMPLOYERS' LIABILITY
ANY PROPRIETORRARTNER/EXECUTIVE
OFFICERWEMBER EXCLUDED?
21WECRT2433
04/01/09
04/01/10
E. L. DISEASE - EA EMPLOYEE
$100,000
E L DISEASE- POLICY LIMIT
$500,000
If yes, describe under
SPECIAL PROVISIONS below
B
OTHER
Professional l
Liability
4BAE004215091
02/20/09
02/20/10
Per Claim 1,000,000
Aggregate 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS
RE: Contract #09 -5151; Fixed Term Instrumentation and Con o Engineering
Service - The certificate holder is named as an Addition /insured with
interest in insured's operations with respect to General Liablity. *10 Day
Notice of Cancellation for non payment of premium.
VGR I ulu-„ 1c
BOA3301
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Board of County Commissioners,
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVDRTO MAIL 30* DAYSWRTTEN
Collier County Florida
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Purchasing Dept
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
3301 Tamiamr Trail East
Naples FL 34112
REPRESENTATIVES.
AURNIORJAMYREPRESE NTA
ACORD 25 (2001108)
16C1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, RKS Consulting Engineers Inc., hereby certifies that
wages, rates and other factual unit costs supporting the compensation for the services
of the CONSULTANT to be provided under the Professional Services Agreement,
concerning "Fixed Term Instrumentation and Controls (I &C) Engineering Services"
are accurate, complete and current as of the time of contracting.
RKS Consulting Engineers Inc.
BY: AJ MJL4-
DATE: ZI -T- �
D -1
Acow. CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSI
Oswald Trippe and Company, Inc
P. O. Box 60139
Ft. Myers FL 33906 -6139
Phone:239- 433 -4535 Fax:239- 433 -4148
15 00 consulting Engineers Inc.
Ft. Myers FL 33912
ONLY AND CONFERS NO RIGHTS UPON THE
HOLDER. THIS CERTIFICATE DOES NOT AMF
ALTER THE COVERAGE AFFORDED BY THE
INSURERS AFFORDING
INSURER A'. Hartf03
INSURER B. Everesi
INSURER C.
INSURER D'.
INSURER E
16C1
DATE (MMIDD/YV"
ID, EXTEND OR
OLICIES BELOW.
NAIC #
parry 1961
Co. r01
:OVERAGES
ANY REQUIREMENT TERM TERM OR CONDITION ONLOF ANVVCO BFEEN OTHER DOCUMENT WITH RES ECT TORWHICHOTHIS CERTIFICATE CMAY BE ISSUED OR
�DI RD
POLICES AGGREGATE LIMITS SHOWN MAY HAVEEBEEN RIEDUCED BY PAID CLAIMS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
,,y PERTAIN, THE LIMITS
TR NS
TYPE OF INSURANCE POLICY NUMBER DATE(MMIDWYY) DATE(MMMDO`Y) EACH OCCURRENCE $1,000,000
GENERAL LIABILITY $ 300,000
COMMERCIAL GENERAL LIABILITY 21sBABi5812 03/23/09 03/23/10 PREMISES (Ea occurerson
A X X MED EXP (MY one Verson) $10,000
CLAIMS MADE lxl OCCUR PERSONAL & ADV INJURY $ 1,000,
000
GENERAL AGGREGATE $2,000, 0 0 C
PRODUCTS - COMP /OP AGO $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY JC LOC
COMBINED SINGLE LIMIT
$1,000,000
AUTOMOBILE LIABILITY
03/23/09 03/23/10 IEa accident)
21SBABISS12
ANY AUTO
BODILY INJURY
$
ALL OWNED AUTOS
(Per person)
SCHEDULED AUTOS
BODILY INJURY
$
X HIRED AUTOS
(Per accident)
X NONOWNEDAUTOS
PROPERTY DAMAGE
$
(Per accident)
AUTO ONLY - EA ACCIDENT
$
GARAGE LIABILITY
OTHER THAN EA ACC
$
ANY AUTO
AUTO ONLY AGG
$
EACH OCCURRENCE
$
EXCESSNMBRELLA LIABILITY
AGGREGATE
$
OCCUR CLAIMS MADE
$
$
DEDUCTIBLE
$
RETENTION $
l X TORY LIMITS ER
WORKERS COMPENSATION AND
04/01/09 04/01/10 EL. EACH ACCIDENT
$100,000
EMPLOYERS'LIABtUDY 21WzCRT2433
EL. DISEASE - EA EMPLOYEE $100,000
A ANY PROPRIETOR/PARTNERVEXECUTIVE
OFFICER/MEMSER EXCLUDED'!
EL. DISEASE - POLICY LIMIT
$500,000
II yes, describe under
SPECIAL PROVISIONS below
OTHER /
02/
B Professional 4BAE004215091
Aggregate
1,000,000
Liability
DESCRIPTION OF OPERATIONS / LOCATONS / VEHICLES / EXCLUSIONS ADDED BV ENDORSEMENT 1 SPECIAL PROVISIONS
Instrumentation and controls Engineering
BE: Contract #09-5151; Fixed Term
an Additionq. Insured with
service - The certificate holder is named as
to General Liablity. *10 Day
interest in insured's operations with respect
Notice of Cancellation for non payment Of
Premium'
E HOLDER
BOA3301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Board of County Commissioners, DATE THEREOF, THE ISSUING INSURER WILL ENDEAVORTO MAIL 30* DAYSWRITTEN
Collier County Florida NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SUIT FAILURE TO DO SO SHALL
Purchasing Dept IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
3301 Tamiami Trail East REPRESENTATIVES.
Naples FL 34112 AUTHOR PRESENTA
16C1
MEMORANDUM
Date: March 6, 2009
To: Dianna Perryman, Contract Specialist
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09 -5151: "Fixed Term Instrumentation &
Controls Engineering Services"
Contractor: Hazen & Sawyer, P.C.
Attached please find one (1) original contract, as referenced above,
(Agenda Item #16C1), approved by the Board of County Commissioners
on Tuesday, February 24, 2009.
An original is being kept in the Minutes and Records Department for part
of the Board's original record.
If you should have any questions, please contact me at 252 -8406.
Thank you.
Attachments (1)
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Dianna Perryman, Contract SpecialisV
Purchasing Department
DATE: March 2, 2009
RE: Review Insurance for Contract: 09 -5151 "Fixed Term
Instrumentation and Controls (I & C) Engineering Services"
Contractor: Camp Dresser & McKee (CDM)
Hazen & Sawyer
EMA
RKS Consulting
This Contract was approved by the BCC on February 24, 2009, Agenda Item
16.C.1
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 4270.
l:f.TflIAVITA
C: Karen Guliani, PUED
PATE RECEIVED
MAR 0 3 2009
RI
1
16CI ;
16C1
Contract 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this .�) 44'�-ay of
2009, 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 Hazen & Sawyer P.C., authorized to do business in the State of Florida,
whose business address is 2101 NW Corporate Boulevard Suite 301, Boca Raton, Florida
33431 (hereinafter referred to as the "CONSULTANT ").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a
Collier County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation
Act), makes provisions for a fixed term contract with a firm to provide professional services to a
political subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering
services on a fixed term basis as directed by OWNER for such projects and tasks as may be
required from time to time by OWNER.
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter
provided, CONSULTANT shall provide to OWNER professional Consultant Engineering
services (hereinafter the "Services ") as herein set forth. The term "Services" includes all
Additional Services authorized by written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued
pursuant to the procedures described herein. The form of the Work Order is set forth in
attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization
of Services, includes all written Amendments or Change Orders to any particular Work Order.
CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed
$200,000 unless otherwise approved in writing by the Board of County Commissioners, and
that the total initial compensation for all Work Orders issued under this Agreement shall not
exceed $750,000 annually, unless otherwise approved in writing by the Board of County
Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work
Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a
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written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for
such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide
pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT
for such Services, said proposal to be in compliance with the terms of this Agreement. If the
parties reach an agreement with respect to such Services, including, but not limited to the
scope, compensation and schedule for performance of those Services, a Work Order shall be
prepared which incorporates the terms of the understanding reached by the parties with respect
to such Services and if both parties are in agreement therewith, they shall jointly execute the
Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to
promptly provide the Services required thereby, in accordance with the terms of this Agreement
and the subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of
the Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or
required of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change
Orders thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 hereby designates Albert Muniz P.E., Vice President as its Principal in
Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and
obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each
Work Order CONSULTANT will designate a qualified licensed professional to serve as
CONSULTANT'S project coordinator for the Services to be provided under that Work Order
(hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized
and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating
and administering all aspects of the Services to be provided and performed under the Work
Order. Further, the Project Coordinator has full authority to bind and obligate the
CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT
agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is
required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in
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Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S
prior written approval, and if so removed must be immediately replaced with a person
acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request
from OWNER to promptly remove and replace the Principal in Charge or any Project
Coordinator, or any other personnel employed or retained by the CONSULTANT, or any
subconsultants or subcontractors or any personnel of any such subconsultants or
subcontractors engaged by the CONSULTANT to provide and perform any of the Services
pursuant to the requirements of this Agreement or any applicable Work Order, said request
may be made with or without cause. Any personnel so removed must be immediately replaced
with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in
the type of professional engineering services that will be required under this Agreement. The
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this
Agreement shall be subject to the OWNER'S review and approval and shall be in accordance
with the generally accepted standards of professional practice in the State of Florida, as well
as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and
requirements of any governmental agencies, including the Florida Building Code where
applicable, which regulate or have jurisdiction over the Services to be provided and performed
by CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of
any design documents in no way relieves CONSULTANT of its obligation to deliver complete
F7
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and accurate documents necessary for successful completion of the Services required under
the subject Work Order.
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or
federal requirements and /or codes and ordinances applicable to Consultant's performance of
the work as related to the project. This list is not deemed to be all- inclusive, and the County
reserves the right to make sole determination regarding deductions. After notification of
deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these
funds would be forfeited by the Consultant. The County may also deduct or charge the
Consultant for services and /or items necessary to correct the deficiencies directly related to the
Consultant's non - performance whether or not the County obtained substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm
or organization, without OWNER'S prior written consent, or unless incident to the proper
performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non - public
information concerning the Services to be rendered by CONSULTANT hereunder, and
CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to
comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt
written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn
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16C1
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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order
authorizing those Additional Services. With respect to the individuals with authority to authorize
Additional Services under this Agreement, such authority will be as established in OWNER'S
Purchasing Policy and Administrative Procedures in effect at the time such services are
authorized. Except in an emergency endangering life or property, any Additional Services
must be approved in writing via an Amendment or Change Order to the subject Work Order
prior to starting such services. OWNER will not be responsible for the costs of Additional
Services commenced without such express prior written approval. Failure to obtain such prior
written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such
Work is not additional but rather a part of the Services originally required of CONSULTANT
under the subject Work Order.
16C1
2.2 If OWNER determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall
be issued to document the consequences of the changes or variations, provided that
CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight
(48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to
provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it
otherwise may have had to seek an adjustment to its compensation or time of performance
under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and
decisions with respect to CONSULTANT'S Services under the Work Order. However, the
Project Manager is not authorized to issue any verbal or written orders or instructions to the
CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or
changing in any way whatever:
(a) The scope of Services to be provided and performed by the
CONSULTANT as set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all
such Services as set forth in the Work Order; or
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(c) The amount of compensation the OWNER is obligated or committed to
pay the CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted
by the CONSULTANT for payment for services and work provided and
performed in accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to
OWNER'S requirements for the Services specified in the Work Order,
including design objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, and any budgetary
limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S
possession pertinent to the Services specified in the Work Order, including
existing drawings, specifications, shop drawings, product literature,
previous reports and any other data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter
the site (if any) set forth in the Work Order to perform the Services to be
provided by CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered
by the OWNER with respect to the Services to be rendered by
CONSULTANT hereunder.
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ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced,
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not
due to its own fault or neglect, including but not restricted to acts of nature or of public enemy,
acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes
or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be
deemed to have waived any right which CONSULTANT may have had to request a time
extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S
Services from any cause whatsoever, including those for which OWNER may be responsible in
whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to
damages or additional compensation from OWNER. CONSULTANT'S sole remedy against
OWNER will be the right to seek an extension of time to the Schedule; provided, however, the
granting of any such time extension shall not be a condition precedent to the aforementioned
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"No Damage For Delay" provision. This paragraph shall expressly apply to claims for early
completion, as well as claims based on late completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or
remedies available to the OWNER hereunder, the OWNER at its sole discretion and option
may withhold any and all payments due and owing to the CONSULTANT under this
Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes
performance of its obligations hereunder in such a manner so as to reasonably establish to the
OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on
schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by OWNER to
CONSULTANT be deemed a waiver of any right or claim OWNER may have against
CONSULTANT for delay or any other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one
(1) year from that date, or until such time as all outstanding Work Orders issued prior to the
expiration of the Agreement period have been completed. This Agreement may be renewed for
an additional three (3) years, renewable annually. Any such annual renewal shall be agreed
to, in writing, by both parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, a comprehensive and itemized statement of charges for the
Services performed and rendered by CONSULTANT during that time period, and for any
OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by
CONSULTANT during that time period. The monthly statement shall be in such form and
supported by such documentation as may be required by OWNER. All such statements shall
be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order
Number, Purchase Order Number and Project Site description (if any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials,
hourly with a cap or some other agreed to format) contained in each separate Work Order shall
be based on the hourly rates as set forth and identified in Schedule B which is attached hereto,
for the time reasonably expended by CONSULTANT'S personnel in performing the Services.
The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction
with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by
OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement
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is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth
below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with
each Work Order, except for local travel within Collier or Lee Counties,
as provided in Section 112.061, F.S., and all Contract - related mileage
for trips that are from /to destinations outside of Collier or Lee Counties
approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings
and Specifications, including duplicate sets at the completion of each Work Order
for the OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates
approved in advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction
over the Work Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring
any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses
incurred by CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S
personnel and the estimated fees thereof for the proposed work to be specified in the Work
Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to
the contemplated Services to be performed by CONSULTANT under the proposed Work
Order. CONSULTANT shall promptly supply such estimate to OWNER based on
CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a
maximum markup of five percent (5 %) on the fees and expenses associated with such
subconsultants and subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the
Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice
approved by OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents,
drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports
and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with
delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain
copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring
OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a
nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with
respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that
it has full right and authority to grant this license to OWNER. Further, CONSULTANT
consents to OWNER'S use of the Project Documents to complete the subject project or task
following CONSULTANT'S termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. CONSULTANT also acknowledges
OWNER may be making Project Documents available for review and information to various
third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which
concern or reflect the Services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Work Order is completed, whichever is later, or such later date
as may be required by law. OWNER, or any duly authorized agents or representatives of
OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and
documentation as often as they deem necessary during the period of this Agreement and
during the five (5) year period noted above, or such later date as may be required by law;
provided, however, such activity shall be conducted only during normal business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by
each principal and employee of CONSULTANT in performing the Services and therein
specifying the services performed by each, with all such time records to be kept within one -half
of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall
furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing
CONSULTANT'S incurrence and /or payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold
harmless OWNER, its officers and employees from any and all liabilities, damages, losses and
11.1
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costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of
this Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified party
or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts described herein and further
set forth in Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners,
Collier County, Florida, as an additional insured as to the operations of CONSULTANT under
this Agreement and shall contain a severability of interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse
against OWNER for payment of premiums or assessments for any deductibles which all are at
the sole responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or
self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried
by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and
identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and
shall be construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each
other for damages covered by insurance to the extent insurance proceeds are paid and
received by OWNER, except such rights as they may have to the proceeds of such insurance
held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the
Department of Insurance of the State of Florida to transact the appropriate insurance business
in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating of
"Class VI" or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own
staff, unless otherwise authorized in writing by the OWNER. The employment of, contract
with, or use of the services of any other person or firm by CONSULTANT, as independent
consultant or otherwise, shall be subject to the prior written approval of the OWNER. No
provision of this Agreement shall, however, be construed as constituting an agreement
between the OWNER and any such other person or firm. Nor shall anything in this Agreement
be deemed to give any such party or any third party any claim or right of action against the
OWNER beyond such as may then otherwise exist without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order.
Such personnel shall be committed to the project or task specified in the Work Order in
accordance with the percentages noted in the attached Schedule. CONSULTANT shall also
identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect
to the subject Work Order. All personnel, subconsultants and subcontractors identified in the
Schedule shall not be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
19
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subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement and any subsequently issued Work Order, and to assume toward the
CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this
Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement, and any subsequently issued Work Order, with respect to the Services
to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT
shall require each subconsultant or subcontractor to enter into similar agreements with its sub -
subconsultants or sub - subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of
each contract entered into between CONSULTANT and each subconsultant or subcontractor,
however nothing in this Agreement shall be construed to create any contractual relationship
between OWNER and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to
those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order
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as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER
shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT.
It is agreed that either party hereto shall at any and all times have the right and option to
terminate this Agreement by giving to the other party not less than thirty (30) days prior written
notice of such termination. Upon this Agreement being so terminated by either party hereto,
neither party hereto shall have any further rights or obligations under this Agreement
subsequent to the date of termination, except that Services specified to be performed under a
previously issued Work Order, shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for OWNER to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and
timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by
CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d)
CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct,
or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this
Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above,
it is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT'S remedies against OWNER shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph
12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any
costs reasonably incurred by CONSULTANT that are directly attributable to the termination,
but CONSULTANT shall not be entitled to any other or further recovery against OWNER,
including, but not limited to, anticipated fees or profits on Services not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set
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forth and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control arising out of or relating to this Agreement or
any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered
hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek
an extension of time to its schedule in accordance with the procedures set forth in Article Four
herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within
forty -five (45) days after such payment is due as set forth in the Work Order or such other time
as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill
some material obligation owed by OWNER to CONSULTANT under this Agreement or
subsequently issued Work Order, and (ii) OWNER has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then
CONSULTANT may stop its performance under the subject Work Order until such default is
cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S
intention to stop performance under the applicable Work Order. If the Services are so stopped
for a period of one hundred and twenty (120) consecutive days through no act or fault of the
CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other
persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default
23
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within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may,
upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work
Order and recover from the Owner payment for Services performed through the termination
date, but in no event shall CONSULTANT be entitled to payment for Services not performed or
any other damages from Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement or any subsequent
Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached
hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit
costs supporting the compensation for CONSULTANT'S services to be provided under this
Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The
CONSULTANT agrees that the original price as set forth in each subsequent issued Work
Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by
24
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which the OWNER determines the price as set forth in the Work Order was increased due to
inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such
adjustments shall be made within one (1) year following the end of the subject Work Order.
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of Services
required hereunder. CONSULTANT further represents that no persons having any such
interest shall be employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed
to the following OWNER'S address of record:
P&I
16CI�
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing /GS Director
Fax: 239- 732 -0844
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:
Hazen & Sawyer P.C.
2101 NW Corporate Boulevard Suite 301
Boca Raton, Florida
Telephone: 561 - 997 -8070
Fax: 561- 997 -8153
Attn: Mr. Albert Muniz, Vice President
16.3 Either party may change its address of record by written notice to the other party given
in accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
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17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit
or change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto,
constitutes the entire agreement between the parties hereto and shall supersede, replace and
nullify any and all prior agreements or understandings, written or oral, relating to the matter
set forth herein, and any such prior agreements or understanding shall have no force or effect
whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the
parties shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A WORK ORDER FORM
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Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
Services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE 19
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to
solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee working
solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration
contingent upon or resulting from the award or making of this Agreement. At the time this
Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In-
Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as
Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work
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Order, if any, shall be adjusted to exclude any sums by which OWNER determines the
compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and
other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor
list following a conviction for a public entity crime may not submit a
bid, proposal, or reply on a contract to provide any goods or
services to a public entity; may not submit a bid, proposal, or reply
on a contract with a public entity for the construction or repair of a
public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor,
or consultant under a contract with any public entity; and may not
transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of
36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of
CONSULTANT with full decision- making authority and by OWNER'S staff person who would
make the presentation of any settlement reached during negotiations to OWNER for approval.
Failing resolution, and prior to the commencement of depositions in any litigation between the
parties arising out of this Agreement, the parties shall attempt to resolve the dispute through
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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
seo. and regulations relating thereto, as either may be amended. Failure by the Consultant to
comply with the laws referenced herein shall constitute a breach of this agreement and the
County shall have the discretion to unilaterally terminate this agreement immediately.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for "Fixed Term Instrumentation and Control (I &C) Engineering Services the day
and year first written above.
30
ATTEST:
Dwight E,'Br6ckt C%erk
By:ty
to a6ai�
App v d as to m and
lega suffi ' n
14 tant County Attorney
CV\ y W. vrs
Witness
Vice President, rary. Rora
�Typed Name and Title
c
Witness
Teresa McNally, Administrato
Typed Name and Title
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BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By. n
Donna Fiala, Chairman
Hazen & Sawyer P.C.
fM
Virg Presider_ A1hPrt Ahmiz
Typed Name and Title
Item #,�
Agenda
A-0f &
Date
- "-l—' � sLir'1
ete
Rate 3
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SCHEDULE A
WORK ORDER #
Agreement for title of contract, Dated: 200 (RFP /Bid 09 -5151)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to:
name of firm.
Scope of Work: As detailed in the attached proposal and the following:
• Task -
• Task II -
• Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs Time &
Material (established hourly rate — Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task $
Task II $
Task III $
TOTALFEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
APPROVED BY:
APPROVED BY:
name and title
Department Director, Department
Division Administrator, Division
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Type or Print Name and Title
FEW
Date
Date
Date
Date
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SCHEDULE B
RATE SCHEDULE
Collier County Fee Schedule
RFP 09 -5151
"Fixed Term Instrumentation and Controls (I &C) Engineering Services"
Professional Hourly Fee
Principal (Partners, Associates, Directors, Presidents) $ 180.00
Senior Design Engineer /Chief Engineer /Senior I & C Specialist $ 165.00
Senior Project Manager / Construction Manager /Senior I & C Engineer $ 150.00
Project Manager / Senior Engineer /Senior Planner /I & C Engineer $ 140.00
Engineer III /Principal $ 120.00
Engineer II /Senior Designer /Architect $ 110.00
Engineer I /Designer /Planner $ 100.00
Senior Inspector/ Design Technician $ 90.00
Inspector /Senior Technician /Field Inspector $ 80.00
Technician $ 70.00
Drafter $ 70.00
Support/Technical Typist $ 45.00
Administrative Assistant, Secretary $ 60.00
Clerical, other Support $ 50.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories
of professional, support and other services shall be mutually negotiated by the County
and firm on a project by project basis as needed.
Gail
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self- insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self - insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self- insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance 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
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four
(24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable _X Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
_X_General Aggregate $1,000,000
Products /Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self- insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
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(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
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
(6) 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:
C -6
16C 1
_X_ Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
C -7
16C1
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours
after receipt, of any notices of expiration, cancellation, non - renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
Iii
16C 1 -.
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project- specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self- insured retention and the risk of
uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
C -s
16C1
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.
C -10
16C1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Hazen & Sawyer P.C., 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
"Fixed Term Instrumentation and Controls (I &C) Engineering Services" are
accurate, complete and current as of the time of contracting.
Hazen & Sawyer P.C.
BY:
TITLE: Vice President
DATE: February 23, 2009
D -1
OF INSURANCE—
AND POLLUTION
LIABILITY
Collier County Government
Purchasing Department
Attn: Dianna Perryman
3301 East Tamiaml Trail
Naples, Fl- 34112
16C1
ARCMTECTS/ENGINEERS PROFESSIONAL
AND POLLUTION INCIDENT LIABILITY
POLICY
CONTINENTAL CASUALTY COMPANY
(CNA)
Re: 09 -5151 - Fixed Term Instrumentation & Controls Engineering Svs.
As set forth below, the named insured has in force,
0 the date indicated, a policy of
Architects/Engineers Professional And Pollution
Incident Liability insurance issued by Continental
Casualty Company (CNA), with a limit of liability
of not less than the amount indicated.
Name of Insured:
HAZEN AND SAWYER, P.C.
Address of Insured:
498 SEVENTH AVENUE
NEW YORK, NY 10018
Policy Number:
"Di t [i'.iEP ZCFI9
This memorandum is issued as a matter of
information only and confers no rights upon the
holder. By its issuance, it does not alter, change,
modify or extend the provisions of said policy
and does not waive any rights thereunder.
Policy Period:
3/29/2008 TO 3/29/2009
Limit Of Liability - Per laim:
00
$1,0, 0.
0000
Limit of Liability - Annual Aggregate:
$1,000,000.00
AMES & GOUGH
INSURANCE/RISK MANAGEMENT, INC.
Barbara A. Sable
16C1
ACORD CERTIFICATE OF LIABILITY INSURANCE DATE IMM /DDNYYY)
02/25/2009
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Marsh USA, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
1166 Avenue of the Americas HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
New York, NY 10036 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Attn: NewYork.certrequest @Marsh.com Fax: 212 -948 -0500 r
700402 - ALL -CAU W P -08 -09
INSURED
HAZEN & SAWYER, P.C.
ATTN: SYED RAZA
498 SEVENTH AVENUE
NEW YORK, NY 10018
INSURERS AFFORDING COVERAGE NAIC #
INSURER A'. Hartford Casualty Ins CO
29424
INSURER B. Zurich American Insurance Company
16535
INSURER G Twin City Fire Insurance Co
29459
INSURER o. Hartford Insurance Group 00914
I INSURER E:
COVERAGES 2
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE
MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRI ADD' L
TYPE OF INSURANCE POLICY NUMBER
POLIDY errecuve
'DATE
PO UDr CAFIKAnONI
LIMITS
LTRIINSRI.
(MMIODIYY)
DATE IMMID DIYV)'.
GENERAL LIABILITY
--- --- - - - - --
EL. DISEASE - EAEMPLOYEE$
1,000,000
EA H OCCURRENCE
000 OOQ�
A :10
DUN 000890
03129/08 03/29/09
DAMAGE TO RENTED
_i
r$ -
GENERAL LIABILITY
MMERCIAL GENE
X CO MERCI
Kevin J. Michel
PR EMISES(Ea occurenceJ
10 UUN000890
MADE X� OCCUR
13,492,500
MED EXP (Any one person)
$ 10,000
5.000
.,
PERSONAL B ADV INJURY
$ 1,000,000'.
GENERAL AGGREGATE
$ 2,000,000
GENERAL AGGREGATE LIMIT APPLIES PER
I
$ 2,000,000
IFRODUCTS-COMPIOPAG
PRODUCT
FIR
POLICY LOC
AUTOMOBILE LIABILITY 1OUEN000960 (AOS)
A
03/29/08 ..03/29/09
COMBINED SINGLE LIMIT $ 1,000,000
A ANY AUTO 10MCPBE3150 (MA)
03/29108 03/29/09
(Ea accidenp
ALL CANNED AUTOS
BODILY INJURY $
(Per person)
SCHEDULED AUTOS
- —
HIRED AUTOS
I BODILY INJURY
$
J
R
NON O EDAUTOS
(Peremitlenp
.
X DEDUCTIBLE "COMP./COLL. $1000'
-
PROPERTY DAMAGE
- - -� _ -
$
_
(Per accitlent
I- )
GARAGE LIABILITY ( AUTO ONLY - EA ACCIDENT Ii $
ANY AUTO OTHERTHAN EAACC $
AUTO ONLY $
AGO
EXCESSIUMBRELLA LIABILITY
AUC- 5919299 -01 03/29108 03/29/09 EACH OCCURRENCE
$ 5,000,000
B
OCCUR CLAIMS MADE
AGGREGATE _5,000,000
—
DEDUCTIBLE
$
- _.RETENTION $'
A
C WORKERS COMPENSATION AND '10WENVO886
03/29/08 1 0329/09 " IX T§ TATUSc 0 TH -
EMPLOYERS' LIABILITY
. --
'� E. L. EACH ACCIDENT $
— -
1,000,000
ANY PROPRIETORRARTNER/EXECUTIVE
OFFICER /MEMBER EXCLUDED?
--- --- - - - - --
EL. DISEASE - EAEMPLOYEE$
1,000,000
If yes, describe under
i E. L. DISEASE- POLICYLIMIT I$
1,000,000
SPECIAL PROVISIONS Belem
INSURER, ITS AGENTS OR REPRESENTATIVES.
OTHER
Kevin J. Michel
D PROPERTY (SPECIAL)
10 UUN000890
I�, 03/29/08 I,, 03/29/09 I PROPERTY (LIMIT)
13,492,500
I DEDUCTIBLE
5.000
DESCRIPTION OF OPERATIONS/ LOCATIONSNEHICLES /EXCLUSIONS ADDED BY END RSEMENT/SPECIAL PROVISIONS
RE: #09 -5151 - FIXED TERM INSTRUMENTATION & CONTROL NGINEERING SERVICES.
COLLIER COUNTY IS INCLUDED AS ADDITIONAL INSURED.
CERTIFICATE HOLDER NYC - 003148937 -01
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
COLLIER COUNTY GOVERNMENT
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
PURCHASING DEPARTMENT
FF4 ZO DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
ATTN: DANNA FERRYMAN
3301 EAST TAMIAMI TRAIL ���
BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND
:I�PON[y
NAPLES, FL 34112
INSURER, ITS AGENTS OR REPRESENTATIVES.
J1[[yyTHE
AA/MARjF AR In48FXTATIVF I---
Kevin J. Michel
ACORD 25 (2001/08) O ACORD CORPORATION 1988
16C1
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
Reverse of Pane 1