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Backup Documents 01/13/2009 Item #16B 6 MEMORANDUM Date: January 27, 2009 To: Rhonda Cummings, Contract Specialist Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #09-5127: Professional Design and Related Services for Dynamic Message Signs Contractor: URS Corporation Southern Enclosed, you will find an original contract document, referenced above, (Agenda Item #16B6) approved by the Board of County Commissioners on Tuesday, January 13, 2009. An original has been retained in the Minutes and Records Department where it will be kept as part of the Board's permanent record. If you should have any questions, please contact me at 252-8406. Thank you. Enclosure 1686 1686 MEMORANDUM TO: Ray Carter Risk Management Department FROM: (""" /,1 Rhonda Cummings, FCCN, CPPS, Contract Specialist \, '--tl/L.'7^--x (~ Purchasing Department " ' .,' January 13, 2009 ' i ({tIll? U [ -~~) DATE: ~ RE: Review of Insurance for Contract: #09-5127 "Professional Design & Related Services for Dynamic Message Signs (DMS)" Contractor: URS Corporation Southern This Contract was approved by the BCC on January 13, 2009; Item Number 16.B.6 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. dod/RC C: Sheila Convery, Traffic Ops. DATE RECElVE04tf1C1rc>~/.1 . JAN 1 4 2009 . fj;'l ("/I.y-</ RISK tWW1EHENT HI. if URS URS CORPORATION SOUTHERN CERTIFICATE OF ASSISTANT SECRETARY 1686 EXTHAC'TS of resnhH.~()n:; adopted by nni:1nlmmlS vliriLlt~n consent of the Board of Directors of URS Corporation Southern. a (~ahfolnla c~oq:::c'raLon (tbe "Ccrporatlon") as of Januil:::Y 1,2006: Appointment of Officers * r{E~'iOL 'LED, that the follov.rirJ.g persons be and they areherehy appointed officers of the Corporution, to hold the respective office set forth beside their nC"dnes: Name Omy V. Janeglan Jean- Yves P2rez Hobert 1'...'1. Gc.1.llen Richard Hew,,, Tllomas Lngall Mar1in Leahy Judy L Rodoqers Robert Baker 'NinHel(j Jlllin C. Boucle Hobert G. Cooper E:.::IvJ"ard Terrr~ Denhan1 r~l Janet Everett V'lillimn K Cnrtm5 Ga.rr;ia Ronald CIH)\,i3nnelL Ronald Gregory KeIth G. Grenlinger Stephan F. Bmlnburg Steven G, Hennqui.;-(, L(j.d(it{~ E. Irical ThOlnas Kv~'ac:el r'~1ario (L Laru~3 Stephen R Lienhart TIlOlnas G. Lovett Thomas ^" !\Iran';:lcono Joseph tlil,)s:e:f; Jam.es L. rvlayo WHllam It McDameI Ilu<:)h IN Miner. Jr. YO!3scnnin r..:L 'F\'1y(~r::; t/ ~,,1ichi:l.el Ntudc;ne \'ViUiar1': A Nelsen Alan Niec1ol'oda Pn.1s:dent Executive Vice PreSIdent Senicr Vice Prcsio::icnt Sunjef Vice Pi",]_~;idellt. SHrHor Vice P:eBid8w~ Senlc.'r Vice PrEsident & Controller Vice President & Trcust~rcr Vi.::.:e Pr{):~idonl VIce P!t:;sident Vice PresideEf~ '-lice Presich:nl: Vice Presi.der:: Vice President Vief:; rrc~s:idcJ)~. \'lU,7 Frt~Slclent V Lee Presldent V~ce Presid.ent \h.ce Pres:cteni. V:ce PrcsicJ.cnt Vice Ptesjdel1t Vice President V ice P::-esidern Vice President Vice P1"8side~lt \/iC8 President Vice PrG:;;idruH. \!ice Pn~sid8nt. Vice Presid81E VIce Pr8sidr.;n~ Vi;:;e PT(:stcknt Vice Pres~de-nl \lice Pre:;ident \?lce PreSIdent Vice President URS Stepht::n N^ NOPFHrloer Wiiliam T Olsen David H. Rae j';:lIl1Shid Raoofi rviiHord /'L Reiscrt Andre\'v Schech't.er Rajm:tdF10 ShanmugaHl Loyd Duane Stark Steven Lynn Stroh Dana K, TaHr:nan Thom.as Tllrton Fredenck K. V'/aUter Jeff1y R. VVaqner Gary' :LvI. \IVantlancl Cha.rles I/Ve-nawn David F \'Vo::)(1 Cados H. ZecJ Jane Bun:ner Gal'{ \<\1, Lures Russell Marks Carol Brurnrnerst.0.I:it Knstin L JOr?.es 1686 1 \hce Preside!"lt Vice President Vice President Vice President Vice l.1resident Vicf~ PrB~ident Vied P:(';sid0nt Vica President VlcePres-ident Vice Pre~~iden". Vice Presider:.: Vice President "illce President Vice President i../;ce Pr(:sident \l:ce Pre-f.Helenl VJCf~ Pn::,s"dent 'i,/lee Pre-Eldent Assistant ~'..lice PfiJsidcnt l\s:-,istant Vice P n~~jdent Secretary AssIstant SecIetary . * Authority to Execute Documents on Behalf of the Corporation as of Janua!:y..l,...?.QO.s, VVHEREASt the condl1ct of the ;:rusine~;s of Lhe Corpcaauon IS to tl.l8 prOVisions of the ORS CorporatlOH cn:d Subsidiaries Policies and Procedures !\.1anual, as aIllended fronl tune to tilne (the "P and P"), \vlllch inchidc~j pIQvis10wj Gon(;ern:n9 persens VVI1Q [llay 8XGCute a.nd deliver docunwnts on behaH c:,f the: CnrpDlaHnll~ and ~:YHEREA~. lhe Board of Directors vIlshes to clanfy any cOl:fusion that nH1Y ariric benveen the provisions of the P and P and the provis:ions of the By-L<:.1v<l5 of the Corporation or staV...ltes concen11n~1 persons vvho rnay execute and rtch\lOr docunwnts all behulf of the Corporation: it is KOViJ, THEHEFOHE, HESOLVED, that. in conjunCtICi(j v.,'ith the P alid P, 8ach of the follov.Jiui] persons (tin employee of th.e Corporatlc:n or an affiliate and 8..::1 officer of the C>:nporation) be and he 1S hel'eby 18 3uchonzed. d:rected and enlpovJGred to c:xc{:ute and dellver any and aU d<)CUnlGnts on t:l1]half of the Ccnporatiou: Julio C. Boucle Robert G, COOp-ef 1'1. .Jm1et Everett Robert 1v1. G13l!(;n C<.;nlo!:i Garcia RO!H':lld GlovarHlelli Kellh G. Grenl1nuer P.icha.Id Haury 1686 URS Steven (}. Heraiquez Gary V JarH:Jegian Timothy Keener f'.1ario G< Larrea Tviartm Leab.y T}:()I-Ija~~i T,(luan '1'hotnas Lovet1 ThQlnaS A. !v1arsicano .}o:38ph !,,'la.sters J.an:es L. JI.1ayo \"hlliGn) H !'.j;GD~iinjcl. Jr. f-Itl{Jb 'lV. lv1Uler, Jr Yassanlin 1\.1. rvlyers Michael Nardone Stephen N. :J OpplllUcr ,J(;an.Yv(:~) Perf:'z David R R;](> Jar:nsDld Racofl Nfllfcrd A. Reisen: H.:ljelldr.arn ShUnnlU'L!<:)rn [Jana K. Tanrnan Thcnlas 'TurteE Fmderick K, \,'valker Jeffrey R, T"laguer Charles 'oNetpr,on DavidF. V'/ood Carlos H. 2(;;1 HESOLVED FURTHEH, that the ~.;Jthority of Bach shun continl.HJ at the pleasure Df the Board or until his e;nplc)yrnent 'Nith tho Corporation or an affiliate :iho..lJ cease. EXTRACTS of resoluJlOll s adopted by unanin10us v'lfitten cor-sent of the Boald of Directors of URS Corporaaon Southern, iJ Califo!HiZl (;orporaLiou (the "C':Jlpon.ltioa") uS -of r'/larch 17,2006 at 5:00 p.ln. Pacific Tltl'.e A p po in tment of~"111Q!!'-'!~...m~l<s. .as.. Yi"-e.~!,,sJ<!"1l.tw!l'1d. Chie.f. Fi.ll!lllcial Qffic;"r RF:SOLVED. effective as of the datf3 and tinl€! thereof, Ke-nt P Ainsv}Olth shall bo rnm.ovt:d 3S EXQcutive: Vice Presi,Jcnt ilnd Chief Finilucial Cfficc!f of the Corporation: RESOLVED FUR'tl~Ers, that, effective as of the date and brne thereof, iL Thmnas Hicks bu and be ~s hereby appointed Vice President a.l1a Chief Finmlclal Off1C81 of the Corporatioll; HE~OL V~J2J:.,.t2R1~UJ~H, that hIS t;e.tm oi office shall cont.mHe a~. tlH:: pleasurB cf the Board or until hIS enlploynl.ent \:\o'lth the Corpoxation shall ceZ1.se 16B6 URS Authority to Execute Documents On Behall or the Corporation YY.BEREAS, the (;(i!i.dllt:t of the business (}f thE: COlpc-ratlOll IS suhject to the provisions of the URS Corporat:on and Subskliaries Policles and Procedures Iv1:anllal. as arnen-::led frorn tune to tl111e (the "P and P"), 1.''11uch includes provisions concerninq persons v<lho rnay execute and deliver docun....ents on behalf of the Corpora.tion.; tmu '-.;VHEREAS, the Board of DtTt:ctors wislH."'s to tl,!irify dny COnhJbion that l11al} arise betv.reen the prcwisions of tht'.' !:" an.d P and the provisions of tl:e n~'i'-La\.vs of the Corporation or statutes conCernlllq persons '~vho n1C1Y 8XGCnte GIld deliver dOGurn(~nts on behalf of the Corporation; it is JjOWI THEREFORE) HESOLV.ED, t.hat. ILl G()l~jlHt(;tion \'vith the P and P, the person nanled in the foregOlng IesallltlCn be and he hereby 1S authorized, directed and enlpo\.vered to execute and de:iver an.y and all dOCtln1811ts on bohalf of the Corporation. I, Knstin L,- JOflt'!S, the llndefsiGt1(Kl, dn heI(~by N~rtity that [ 8m ;:11e ..c..ssistant Secretary of URS Corporation Southern and that tll(:~ foregoi::ng are true und correct copies c,f tho resulutioW3 ndopted by tho Board of Directors Gl the Corporation by v;ritten (;(;r)S8J1t ,~s tilB d.ates indicated. 1 furtber cenL1y that sa:d ::f:.'sGluuons are in contoEl1ity \vith the CB11ificate of Incorporation and the }Yi1av.;S of the Corporatjol1. They have net beer) modified, amended or revoked and are in hIll fOlce and effs'ct as elf the date hQreof. Dated 111 the City and County of San F'rancisco. Califon:ia this 18:11 day oJ July, 2006 ~. I /1 .vt"Jj' /It Ie-> .iJ _'_______'_~----, "-_'---_L______.._._ Kristin 1.. JO.f~S, Assistant Secretary vVilrH~SS VV:tnc-ss Ic::.rrX;rat8 seal I see attached nota.rial acknoTtvJedgeIllent 16B6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State G1 Ca; fornm County or } s" . ..;;>. Of\ Qf:>tore nlC, ~..-.. personally c.-. knc'.vn \0 f:'ie J - - - - ~~=:7- t I{I Nomly PublIc . CaMlomlo ~ son froncbco Cout>lv - j _ _ _ ;::v:",:m:.~~Jo~3.:.2~7i prov(.:;d to me on HiS basIs oj s-8\lsfaC1ory (;;Vlde-ncD to be the pers':Jn~S+ \ft!lose narne('~) IS/3f.Q. subscnt:.fKI to triO \.vit!lin InsinJrnc:nl and acknowledgeo to me that 1-II?iS!lQi:he"y [:;((:cl)tcd the san:r: ;q hi-8iher:'thB'if autt>orilfrd c?pacitY{f~, Anc! th:-it by J~'FH:';he+t siqnatun..:\~ em a,e Ylstrument the person(sJ, Dr the E.'J,;H~l upon t)(:l:;)l1 01 v.'tHen n'\.j acted, executed the instrument OPTIONAL ;tic.,j<Jh~!\C iI.1.'.:;r.;1i:J1;C:,; bC'Ck ';, ,'1':', f0l,';;,:.-e:'.' ;:',' 'd,L ,r ;.""it' ;J\iVF. Vdh!~:!:_!F! !:};' '>'-"{1,'1.': !t"Y;:"9 n-,~:}!(':;'< .'17[ ,"1' i,:L) ('(hird "':h"Vf"lt ~:",< g!ui,~:,r ."i}/'!1(;V.:7;' ,-;."J (~~D,;t.'l;,;'nl\,O": .:)( li~;:; !C':f~" ,),";.:'.>1,",(\, ;k'(','dnef'.' Description of Attached Document rIllE Dr Typp ::::t DC'Clj~,(:nt [J;1Cl,men1 Dare: \l!;:TiDor oT Pa;]G's: Slqner;:S:1 OHler nV:fl \,a"'mrj f;./;)(NC' capacity(ies) Claimed by Signer(s) Signer's Na(ne In-::ilvpjuGI C~jrp~r8:'7' (Yiicer Tills:::;1 Pdr~n(~r LI>Th1r:d (:;C':;f"O:-;i A;l(:~ney :r Fact fru;~~(~n Iiiiili:_;. S:~~(er '$ fl.jB'Yi(~: In.j;vilj\..idl Ccrporale O:fi ':.er - T~,H5J p?~,..tn('r l in-<n(1 G(;'~,0ral ,A,Ui)'!l0.>V :r: F:L T'ii,Jstoe Gutlrt1Llll (Y COI':3crVi)t(1:! ~\~~ C;i;;i~':Ji;~:'1 or C()nsOUa~~)f Other OU'.:;'f: S:~i(ler :-s R&pr6:::enli'lg: 'Hey'" ",," www.sunbiz.org - Department of State Ple60S6 Home Contact Us E-Filing Services Document Searches Forms Help Pr~JQ!L$J)rLList N~Jd_Qrtj..ist B~llJrlJ To List eV~!1t$ Name History Entity Name Search Detail by Entity Name Foreign Profit Corporation URS CORPORATION Filing Information Document Number 833552 FEI Number 941716908 Date Filed 12/29/1974 State NV Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed OS/26/2000 Event Effective Date NONE Principal Address 600 MONTGOMERY ST. 25TH FLR. SAN FRANCISCO CA 94111 US Changed 03/01/2004 Mailing Address 600 MONTGOMERY ST. 25TH FLR. SAN FRANCISCO CA 94111 US Changed 03/01/2004 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Name Changed: 12/18/2000 Address Changed: 12/18/2000 Officer/Director Detail Name & Address Title DSRV STEVENSON, WILLIAM A 3950 SPARKS DR SE GRAND RAPIDS MI 49546 Title P JANDEGIAN, GARY http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~doc_number=833552&in~...1/9/2009 www.sunbiz.org- Department of State pai6ff3 6 600 MONTGOMERY ST., 25TH FLR SAN FRANCISCO CA 94111 Title SRV LOGAN, THOMAS 7800 CONGRESS AVE, SUITE 200 BOCA RATON FL 33487 Tille V GARCIA, CARLOS 7650 CORPORATE CENTER DR.. STE 400 MIAMI FL 33126 Title S JONES, KRISTIN L 600 MONTGOMERY STREET, 25TH FLOOR SAN FRANCISCO CA 94111 Tille V MAYO, JAMES L 1625 SUMMIT LAKE DR., SUITE 200 TALLAHASSEE FL 32317 Annual Reports Report Year Filed Date 2007 02/12/2007 2008 01/16/2008 2009 01/05/2009 Document Images 01/05/2009 -- l\NNUAL Ii"PORT 01/16/2008 --ANN1I6L REfO.QBI 02LL2/20Ql-- ANNUAL R.EPOBL 03/24/2006 ccANNUAL REPORT 02/10/2005 ccANNUAL REPORT 03/01/2004 ",ANNUAL REPORT 01121/2003 -- ANN.UAL REPQRI 02/21/2002 =ANNUAL REPORT 02/01/2001.= ANNUAL REPORT 12/18/2000 =B~fL Agent Change OS/26/2000 -- Name Change 02/02/2000 -- ANNUAL REPORT 08/02/1999 -- ANNUAL REPORT 1J/0S!J998.=l'Jam~ Ch"D.9~ 06/01/1998-- R~6geotChang~ 03/11/1998 -- ANNUAL REPORT 11/21/1997 -- Name Change 05/01/1997 -- ANNUAL REPORT 03/06/1996 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format http://www.sunbiz.org/scripts/cordct.exe?aetion~DETFIL&inCLdoe_number=833552&inq_...1 /9/2009 www.sunbiz.org - Department of State 1 P6eaog 02/27/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format II Note: This is not official record. See documents if question or conftict.1 previous on. Li!;! NextQ.oJ_jst Return To Lis! Event!; N~m~ Historv Entity Name Search Home Contact us Document Searches [-Filing Services Forms Help Copyright and Privacy Policies Copyright @ 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordct.exc?action=DETFIL&in~doc_l1umbcr=833552&in~...I /9/2009 1686 Contract 09-5127 Professional Design & Related Services for Dynamic Message Signs (DMS) PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 1.31" day of , ) ClV\ W\.r-'j 2003, 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 URS Corporation Southern, authorized to do business in the State of Florida, whose business address is 7650 Corporate Center Drive, Suite 401, Miami, FL 33126 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Design and Related services of the CONSULTANT concerning Dynamic Message Signs (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1686 ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Design and Related services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Michael Nardone, Vice President, a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSU L T ANT on all matters arising out of or relating 2 16B6 to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 3 1686 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have 4 1686 common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 5 1686 2.1. Preparation of applications and supporting documents as noted in Exhibit A throuQh C (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 6 1686 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; 7 1686 1 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expand ability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to 8 1686 have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANTS services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANTS sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANTS compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANTS performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 9 16B6 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 10 ARTICLE SEVEN MAINTENANCE OF RECORDS 1686 ' 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. II 1686 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance, which are to be provided in the form attached as Attachment I to Schedule D, must identify the specific Project name, as well as the site location and address (if any). 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 12 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 1686 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. 13 Where appropriate, the CONSULTANT shall require each subconsultant or sUbcont1cb' e 6 enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other 14 1686 codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. IS 1686 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein, 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 16 1686 ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. 17 1686 ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Building H 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/General Services 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: URS Corporation Southern 7650 Corporate Center Drive, Suite 401 Miami, Florida 33126 Telephone: 305-884-8900 Attn: Michael Nardone, 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. 18 1686 ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 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. 19 1686 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: Exhibit A LOCAL AGENCY PROGRAM (LAP) REQUIREMENTS Exhibit B TERMS FOR FEDERAL AID CONTRACTS Exhibit C LOCAL AGENCY PROGRAM (LAP) FORMS Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 20 1686 ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E, CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." 21 1686 ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 22 1686 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 09-5127 Professional Design and Related Services for Dynamic Message Signs the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock.:Cle~k By: ~~~O~. Date:~ .~It. -.CIli"'* , . tlllatriOll~ 'c. ' Approved as to form and legal ~:ncy: Assistant Coun Attorney ~) i! By:c--- 'kv-,. ~ ' Tom Henning, hai an URS Corporation Southern .- . / ~,,//I #r7: First Witness By: ~- Signature ----r;; I) i:) C)Sf".t\ ,.c....1 tType/print witness namet ~~ cond . ess J OV'U'\t'\l\ bctl'L..t'" tType/print witness namet (r\; J, a..J N.aa1 ~ ,.;... I 1/ P Typed signature and title Item# ~ ~~:da H 3 7J1 =d ~LA 23 EXHIBIT A Local Agency Program (LAP) Requirements 16B6 I REQUIRED SUBMISSIONS The Consultant has submitted the following forms and certifications provided in Exhibit C: 1. Consultant Affidavit 2. Certification Regarding Debarment (Form 375-030-32) 3. Truth-In-Negotiation Certification (Form 375-030-30) 4. Certification for Disclosure of Lobbying Activities (Form 375-030-33) 5. DBE Participation Statement (Form 375-030-21) 6. Bid Opportunity List (Form 375-040-62) Certification ReQardina Debarment shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to before a person who is authorized by law to administer oaths. Truth-ln-NeQotiations Certification shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to before a person who is authorized by law to administer oaths. Certification for Disclosure of Lobbvina Activities shall be submitted by the proposed Prime Consultant and Sub-consultants. If a Standard Form-LL has previously been submitted to a government agency and there has been no material change, a copy of the previous submission is sufficient. DBE Participation Statement shall be completed even if the Consultant does not intend to utilize a DBE firm. The County encourages DBE firms to compete for County professional services projects, and also encourages non-DBE consultants to use DBE firms as sub-consultants. However, use of DBE sub-consultants is not mandatory and no preference points will be given in the selection process for DBE participation. Consultants are required indicate their intention regarding DBE participation in the DBE Participation Statement contained in Exhibit C to this Request for Proposal and to submit that statement with their technical proposal. Bid Opportunity List Federal law requires states to maintain a database of all firms that are participating or attempting to participate in DOT-assisted contracts. To assist the County in this endeavor, consultants are requested to submit the Bidder's Opportunity List contained in Exhibit C to this Request for Proposal with their technical proposal. The list should include yourself as well as any prospective sub-consultant that you contacted or who has contacted you regarding this project. However, any firm previously shown on such a list need not be included. 24 EXHIBIT B Terms For Federal Aid Contracts 1686 The following terms apply to all contracts in which services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Department relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans specifications, maps data, and coast records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of U.S.D.O.T., anything to the contrary in this Agreement notwithstanding. C. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of Transportation relative to nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulation "CFR", Part 21, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the contract. D. Nondiscrimination: The Consultant, with regard to the work performed by him after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of material, and leases of equipment. The consultant will not participate either directly or indirectly in the discrimination prohibited by 49 CFR Section 21.5 of the program set forth in Appendix B of the Regulations. E. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT: In all solicitations made by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor, supplier or lessor shall be notified by a consultant of the consultant's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color religion, sex or national origin. E. INFORMATION AND REPORTS: The Consultant will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Department or U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall certify to the Department, or the U.S. Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. G. SANCTIONS OF NONCOMPLIANCE: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract, the State of Florida Department of 25 Transportation shall impose such contract sanctions as it or the U.S. Department of Transportation may determine to be appropriate, including but not limited to, 1686 1. withholding of payments to the Consultant under the contract until the Consultant complies and/or 2. cancellation, termination or suspensions of the Contract, in whole or in part. H. INCORPORATION OR PROVISIONS: The Consultant will include the provisions of Paragraph A through H in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instructions issued pursuant thereto. The Consultant will take such action with respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S. Department of Transportation may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that, in the event a Consultant becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the State to enter into such litigation to protect the interests of the State, and, in addition, the Consultant may request the United Stated to enter into such litigation to protect the interests of the United States. I. INTEREST OF MEMBERS OF CONGRESS: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. J. INTEREST OF PUBLIC OFFICIALS: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall be any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States, and public corporations, boards, and commissions established under the laws of any State. K. PARTICIPATION BY MINORITY BUSINESS ENTERPRISES: The Consultant shall agree to abide by statements in Paragraph (1) and (2) which follow. These statements shall be included in all subsequent agreements between the Consultant and any Sub-consultant or contractor. 1. "Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 applies to this agreement. 2. "MBE OBLIGATION: The recipient or its contractor agrees to ensure that minority business enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal Funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts finance in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the 26 16B6 maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts." L. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, Unites States Code, Title 18, Section 1020, is herby incorporated by reference and made a part of this Agreement. M. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become erroneous by reason changed circumstances, the Consultant shall provide immediate written notice to the Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. N. The Department herby certifies that neither the consultant nor the consultant's representative have been required by the Department, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to 1. employ or retain, or agree to employ or retain, any firm or person, or 2. pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; The Department further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. O. The Consultant hereby certified that it has not: 1. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the above contractor) to solicit or secure this contract; 2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or 3. paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The consultant further acknowledges that this agreement will be furnished to the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. 27 ....-ro. B 6~1!1 EXHIBIT C ~,:~. ~~~lJLII\NL:\U:U10.~]J sr,urOf (1)1 :NTY OJ Florida .. MiamhDade. H..'l(lfl: 1\1...., tl1~ m)lk'1,;j~l~l illlllpl! th. jVli4')fWU\ ;11}J~'llfl,...J I J ).11,:)_ 'Nm.NobefnbeLJ~t 2008. <~ht} W:L"; ~\qml nm! &ow:> I k", InkL. Vice President. (Of i,lln01URS,CorPJUJltJQDSO,u,thelnh 9lfkc m (Cd)' mIll Stille). ...f\laple$.and Mi.a.mI,FJI;Hidil. 1'11< 11lIlllL\J linn IS :.uhilli!ttl\~ lhc t1I.Llt:h",'l,1 t\ft'I"l<~lllt'r Ill:;KOPUOII RFP #OJ:412.LI'(QfessionaID_esign&Relatetl.S.eI'l:j~e.~ fQr. Dym1!nl..Me.~~age.51gos1DM5) Flli~lni;.l<tl Pwj~..t II) (~) /\ f' Nil! Il1_CollieL__ Co.onhtll;"t HUl'l.t:1 'J he Uillilllt lul$ monk dl!tj!cnllll'lHlry awl HI]>.,\\\,:;" Ihh "m,Ltvlt ha:.>.:,....l Ill<(IH fji"'il\\H tlid\\l..\b: ('nly lll1e prf!i)l.)Sill ff;f Ihe nl'(we-rdL'l("lk.!.'\II'WJ...,j ",ill 1-.; :>llhllutk,L umk.."f Ill\: ~Ull\' i1f dilkll-1111lillllt;, ;JnJ Il.: lll()r'l~"f I\l.Li nn Illl1uKidl tllldCslllllhl.l' firm II( illInthd Pt\.1~'1lhr lk "'lIlle '\\1r~ :; Ncit.ht.1" Ihcllt1lrult (il the (UlU has. llut.'(tly Hf mdlff-xtly t.1ll"Tl.:d 111 IUl) <lljll'CU'ol'llt IYIJ11dl\llh~" If) JUlY 1:01111,'<1011, or ollk:t\\i~ Illtl'.11 m1V ildi(lll iu rc-;trnint ofth..~ .:-tllllJto.:tith'c pttdllg ill \~*I,,-'\:tliOn \\ilh d... firm\; ptnptNll on Ill..:- ..l..,\!: ''1I\J''''I.:'1 'Ill;" "'<lI.."'\n\'1I{ ~tnll n.~l!ld Ill<.: ,h$(;"lI~llll1 or l.l\"fl~ ,LI!J.llLnlil th~ complct!oll .'I'd..: t,;),l..'\:uhml (If th1..' C(tfL"Ult:1Iit ^~fu.'l(K1\1 {(.r tlU.'l !1fOil..,:1 t,NI,'ltlll,:r ll~ linn UUf Il~ ..nilmh:..... lit): JIll'. t11"': a.;...~wit."l "''lIb lht.'11\ is 1\i:~'aIh dd:lilHl"lL SlIS{x'lll,\,,'d or l'lth~f'\):;C \I1~lI~lbll' lIwn r1JlJ1it.:lj~tiflg in (ouImet ldliugs hy :lIIY !ita It' H!~\:"U('f in.lm ~lll1t' Hf d\<" FJ t \VA Neither the finn. Hor lll\~ nni~4:f. j!iU,'\'fPf. ":lHl\l\)~'f..~ olHiI: hun HI' un\ (If llei ;\lllllilh~ l>:l:> t,,'l,'n ,rimjnilth' Of dvilly dlitlgl...-J W!llllllll1tIWil twl:llij\ftl'>, (lr hmJ COIl\'h::lion:; Of Judgment); tC>\;lJIIIIIV- Ih'IJH .;}l(h dl:lll::l's 1111.'1'\' h,'l\\: 1.....'.:..11 llU dmrg(':; t\f Sllh>o:lllCllt totWklion!' (if ;,tl;. t:lIl1l1l\<d ad umk'l ::>tlllc tIt' fuK"f<-lt l.aw vthidl 111\\11'.1..-'\1 hlllkL hu....I..~< u.>>!illihh':.y, public ';Uli1n<<-!, eM'\,1\( ll,lf lllIlU.;r>t prt.'Yi(lu^.;h:.!i~do~..,,1 t;i Ituolkl"al1ment ,ulIllik.J in (';1(.C N., j '" Wtlh ill(' (,'1.o,k ()!^,Ai\.,j.cy l'nw.."..Jl.l1g<;, II(iUU!'11h:-<lhk, <.1110:1 N/Al s nU~al)l\b\'ltitlduJC"lk....'I\l~:u~(!r ..'1lll'lo\\"~', \\110 \\<;n:d~tl~...,111J ;;tIIWl\:t~tl (11 "Ollila\;{ ..rmjl~:" whlh: III 'he "'fllplo\ (1((\!lPtIK, i,;(1tl\1\;11l\ ::::'.1 - .?' i\lflilnl f;,\T!('F ,l\l..Q1l a1 (J. J -.d~/.5,~,,, My (r.;-i1~'~~;';:~; i-:'pUl~~, . tJ -"wmll fO and :<uh~til'ICd hC.1Hfl.:: In!.: thi>! ,,~J4^_n'_~~ dJ)' .,r Noverob,E;C.. .\11): &;"l&:U~": 9f 'QlIu~wn i1U\fmg rll.lH1i:ipdllllt: rll)pn~iS \nll r~(,hkk lh4,1f ft.'(ogllllrtm iI;>; 1'li1}(~;t:4 on :j1j(;h Job 411ld ~\ihJcJ.:b dlt"111 In ll\:ll,jili~~ JIIJ u.':itrmnt:; utili Ill'pli;.:ahlc Shd~ and FCi.K'fal t ,iI\~' l'RCIl'OSFHS ON AIL DEl'i\RTMENT PIHHFCT:$ MU::;'I SKiN ANI) ATJ AClllllls' AH ID:\ vr I \,0 F/\{'!( PR01-'()S!\! ~Y"q.t: ~."" .. ~ ~},. 1::..$ '~orfl; (407) 39B.{)15--'} GAYLES. PAYNE MY COMMISSION # DD492898 ~~_XPlRES: Dt"C'. 15,2009 RcrldllNoIaJyS.......iofl.com 1 of 6 1686 :;ir"l~.Of' fV....""" OCf>/OJtt"''''"U! Qt' 111"'H$t"',)I'4tJo.'t...-,;f( CERTlFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION FOR FEDERAL AID CONTRACTS (Compliance wilh 49CFR, Section 29.510} (Appen<lill B Certification] nj;;l It is certified tha' neither lh.. below identified firm nor its principals are presently suspend..d, proposed fOl debarmen!. d..clared ineligible. or volunlarily excluded from particlpation in this transaclion by any federaf depaltmenl or agency. Name 01 Consullanl: ~ AUlhorized Signa lure Michael Nardone, PG By Dale: i1/14nOOll Trtle: Vie.. President fnSl"'"tions lor C..riiflCation ~ _ By signing and submltting-Ihls Ctl'rtiflCatlon WIth the pr~, IN pr~e lOW\'!'( tier participant is pfovidlng tht certlfic&tion oot o~ below" 2, The.certlfie3uonln lt8&clalJM: 1$ " O16tll)fial repfeMhtatlO-A Of fad upon wt\i<:.hrcUance was ~codwhen If\Q,tram.actlon was entered into. It It is IatlJf delelmlned that the Pf06peCltve lower tier participant knowing:ty rel'dered an etTC)MOU~.certjr~on. In add~jon to oth~nemedies. avallt.bte to lht F"edf!!t al (;;(wetnn'He'n1, th. Oepar1ment may p1..QU1ll available fltmed)es, induding $USpertfittat'l ar'ldlot debarment ;3, The pr05peo,::ij~. lowtt tlet' paJtiei~nt~" p!'ovide Immediate -wrrttco notU 10 tf).e pGfMfllQ which lhis propoHl is submitted, If al anv time the pt'O$pecUve IO'INer liefpartJdpant learns Ihat its. certiftcatiOn was elTClNP01.i5. when submiU.d Of hQ: beeomit effClf!OOU$ by te:<t$Ol'l of changed clreun'l5otilnce$' ..t Th'J lerms 'co"er4d tranuc:bon', 'dqbarre4'. '~do<t', 'inl',l>>gbW, '~Ii... c"'VGofed tranuction';parliclP<tlnf', 'pot.on', primar}' CO\,lere6 tra~lon', 'prlndpal', 'pfo.poiar. and 'votuotanly eKctud\l'l1, at. US@djn lhia claLtM, oa'le the meanings m out in the OefinitiOO'i and CO\,lerage tiedion:s. of the (Ufos impktmentlng E:t~tive Ofder 12549, You mOl:,' (;(Iriiacl the per&Ofl to which (his proposal is bejng$Ubrnltt4!dfor as.sIsIante-in Clbbining a copy offhOOe feg\Jlation$, 5, rhe PfO'$pedive 10WC!r lier panlclpaOl agrees by liUbmlttlng U.,. propo6oIlIlhat. should tttc pi'"opoS@dcoveredt:r8nsICOonbe e:"l~ttd Info. It I!tlttlf O(lt ~ngty enter Into any krwIrI:r lIer (overed lr_oaac::tion with a petSOn who is 6ebMTtd, $USpCnded, declared tnt)lig~b1e, or VCliuNlilnly tl~~ttd from ~rt~li(lf) in U''lIS '1;~ered lrans.action. unktA authOrized by fhe inpur1mtnt or8genc~ With which thts Ira~lIon originated 6 Tho prO&pt!CiWd llM'@r Ilolt( ~rticlp;1lnt Ml)(lf lSQre-n tJy &Ubmfl:Jng 1M. proposal lhal I wlU tnclude this clauaG Iltfed ~AppeMil( B: Cool_OIl Rt\lardWlg D@bJlloonf. Slspl!n<lon. inlll{1b1111y and Voluntaty E)Ifluolon.lOW1lr Ti.rCaV@le<!TranaaetlOO".l'Mhout rnOd.1l)ca1iM, in elllO:Wtlt tie(' covered lnInaaetiona 1M n All 6,()lid6l~ tot k3wer ber <;tWti'red lranAactloM. 7 A particlpar'll 1'11.. C()\lOUHt tranucHot1 0lII;y (fIfy upon II <:Mlillc.ahon bt til ~Ii\le partiCipant 10 i1 lowof tiff cQwre<l trans.action ihal il hi noi (jeb~ltfe<l. ~nd1Kl. Inwligible..or "oiu~iUity e~ludeQ flom thecovec-edtranuclioo, U:~ It knows thlt tne ""'lillc8lion 10 enoM<lU$. A parti::iponl ",ay dOcld.lhe onolhod and 'r"'l""ney by IOhiell ! del...",,"..t"" ellgiblrlly of" prlroipals Each partic;jpjlllt may. but. not requii'ed to, cheek tM Noop."ocU'om.nl list 8 NrAhing contained n the tOfegoillllsh.ttl be ~'lHdtoreqllr. e&tabt~n( r;l, $yt(em .01 recorda k'I order!orender in good failh th, cltrtif\catjon reoquhd" by 'M dllAAl'. The koawlodg...and inf0mt8tion of I participant are ooi (eqUir~ 10 ~xceed !hat whr.;h IS nomullly poufiMd by It pfUdttrlt pe~ In the ordinary CQVlM c( bufjM8& ~aii~. 9. E~~pt rot rrl!l~~ atAhQdled lJ1'Ido&t pA(otgt8ph 5 0( 1t\oe'6& It'\61rUdiONl, It. pNliclPfilrll in .. r.ov.,ed trAn8JtOtiQfl knowingly 011l0[$ into a IOWllI tier covered tranGaction wth. pa<-.on \!/!Ia llIllU1p1!nlled. dtlloned. lMl.lihIt. M ,olulll.rlly ...1ud6d 1I<l1T\ parl;~p"tion In thi51raoa.action, in addit'ioo to I)lIhef reffl4!'d.. eVIIIIeb1e to the fed4trnl GO'lOfnment, the Oep.e:r1morn may PU~U$ available n~medles, loeludirtg wapendon .nd/Of d&QarMtl:n1 2 of 6 168 :;r.l"r, '.>' ~L/tH:::i"" :..;'j'M\1Vl;ht <> ;llf.'i",~~\jH^"d <Ai TRUTH IN NEGOTIATION CERTIFICATION ~ t>~". For llny lump-sum or coSl-p1us-n-fixe<l-ree pfOlc-...sional sefVIcc agreement over $60.000 the Florida Department of Trnnsportation (Departmerrt) requires the Consultant to execute this certificate and Indude II with the slJrxnlltal or the Techni""t ProposaL The Consultant hereby certifies, co\'enants and warrants that W()go rates and other faduat unit costs SlJpporting the compensation for this project's agreement will be accurate. complete. and current at the time of contracting. The Consultant further agrees thai the ortglOal agreement price and any adddions thereto shall be adjusted to Ilxclude any significant sums by which the Dep:lrtment determines thO agrnement price was increased due to inaccurate, incomplete, or non.Ctlrrelll wage rates and other lactual urlil costs. All suell agreement adjustments shall be made within une (1) year following tile end of the agreement. For ""rpose ollhis certific.,te, !ne ernl of the agreement shall be deemed to be the date of final billing or acceptance of the work by the Departmenl, whichever is tnter. UR5.wp.QWion Name of COfl5uUanl By: ~-;;ai~ro-~~ Michael Nardone, PG, Vice President ~UL14LO.a_ Dale 3 of 6 sr..l1: OJ. f~<XtIO"" rJf;p....H:l>>tm or ru.v~n"'fX')N CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES ON FEDERAL.AID CONTRACTS (Compliance with 49CFR. Section 20.100 (/;Ill )1~<;l~:S:. ~octJf;lOIP.l tC4".v 16B6l I I ! The prospec\ive participant certifies, by signing this certificallon. that to ttle best of his or her knowfed(le and belief: (1} No federal appropriated funcls have been paid or will be paid, by or on bellalf of the undersigned, to any person lor influencing or attempting to tnfluem:e an officer or employee of any federal a(leney, a Member of Congress, an officer or employee of Congress, or an employee 6f a Member of Congress in conned Ion with the awaroing of any federal contracl, lhe making of any federal grant,lhe making of any federal loan, the entering Into of any cooperative agreement, and lhe extension. conllnuatlon, renewal. amendment, or modification of any fooeral CllnlraCl, grant. loan, or cooperative agreomenl (2} If any runds o1h.r tnan fed.",1 appropriated fundS have been paid or will be paid 10 any person for Influencing or attempllng to influence an officer or employee of any federal agency, a Member of Congress. an officer or employee of Conoress. or Iln employee of a Member of Congress in connection with this federal contract, grant, loan. or cooperative Bl/reemenl, Ihe undersigned shall complete Ilnd submit Ste.ndard Form-LLL, .Disclosure of Lobbying Activities., in accordan<;e W11h its Instructions. (Slandard Form-LLL can be oblained from Ihe Florida Department 01 Transportatloo's Professional SelVices Administrator or ProcurerTlef1l Office.) This certificalion is a material representation of !;lel upon which reliance was placed when \his transaction wes made or enlered inlo. Submission of this certification is a prerequisite for making or enterino into Ihls transaCllon imposed by Sec1ion 1352, Title 31, U.S. CQde. Any pelSQn who tailS 10 file the required certification shall be subjecl10 a cMI peoalty of nOllass than $10,000 and 001 more than $100,000 for each such failure. The prospective parllcipant also agrees by submitting his or her proposallhal he or she shall require thaI the language of this certificaliOn be IncJudOO in all tower tier subcontracts, wlllch exceed $100,000 end thet all such subrociplents shall certify and disclose accordingly. Name of CansuRan!: URS Corporation Southern By: .JY\iG-~ae.\ ~q,rd.o l\e., Dale; 11/14/08 Aulhorized Signature; ~ __ TNle: Vice President 4 of 6 1686 1 Sf~fti'iOI'f\,ORiOAOE.WoR:ft.lEut ~ rRAI-f$POfH~11t;t1 DBE PARTICIPATION STATEMENT 'VY Note: Th& Consullanl is required to complete the followiog inloffilalion aOll submit this 101m with lllE! technical proposal. Project Descclplion: Professional Oesl9n & Related Services for Dynamic Message Signs (OMS) Consultant Name: URS Corporation SO\J.thern This consultant ( ) is (~is not a Department 01 Transportation certified Disadvantaged Business Enterprise (DBE), Expected percenlage 01 conlt8Cl lees to be subcOntracted to PBE(s): --fL. % If the inlention Is to subcOntract a portlon 01 me cor1Iracl lees to OBE(s), tM proposed DBE sub-consultants are as follows: . t I I !-- I , i Type of WorklComrmdily DBE Sub-Consullant HW~,1nc,. . S.lJLvey,lJJd.LHiIi\y l&cate.s... ! . ...l'r.ofessio.naLServ.ice Industries. Inc. .. ! (il.'olecbnical S.ervlces By: ~MiChael1:la[dOne,PCi Title ..Jlice.eres.ld.eot Dale: Novpmtwr 14. :;l00!! 5 of 6 1686 J:;iTATI; OF FlOHlDA DEPART '''tN I OF T1'W'llliMRf.....IION BID OPPORTUNITY LIST 21$-O)(l.IO (OVM. CW'POfUuwnOF~Jcf (>.1,'JX, Please complete amJ mail or fax to: Equal Opportunity Office 605 Suwannee St., MS 65 Tallahassee, FL 32399-0450 TELEPHONE: (850) 4144747 FAX: (850) 414.4879 This information may alSo be Induded in your bid or proposai package. Prime Contractor/Consultant: UH..S Corporation Soutbern AddresslTefephone Number: 27M lIom,boe Drive Squlh, Suite 21?, NlIJlIcs, FL 34104/ 236.64"nil8 Bid/Proposal Number: Collier Count)' Professional D(.;dg:n & Related St;J'"iccs i'dr U)'namic !\'1l'SSU.C.C Sigus (DMS) Quote Submilted MMIYR: November 2008 49 CFR Part 26.11 requires tM Florida Department of Transportation 10 develop and maintain a "I)id opportunily iist." The list is intended to be a listing of all firms that are participating, or attempting 10 participate, on DOT.asslsted conlracts. The list must include all firms that bid on prime contracts, or bid or quote subcontracts and materials supplies on DOT .assisted projects, including both DBEs and non.DBEs. for consulting companies this list must include all subconsullants contacting yUU and expressIng an intereslln teaming will. you on a specific DOT assisted project. Prime contractors and consultants musl provide Information for Nos.1, 2. 3 and 4 and 511001<1 provide any information they 11ave avaltable on Numbers 5. 6, 7, and 8 for themselves, and their subcontractors and subconsultants. 7. D Subcontractor [81 SUbconsullant a Annual Gross Receipts. o less than $1 million D Between $1 - $5 million [81 B.tween $5 - $ 10 million D B.""".n $10 -$15mlllioo [J More Ulan $15 milrioo 1. Federal Tax 10 Number: 65-0721059 2. Firm Name: RWA. Inc. 3. Phone: 239.597.0575 4, Address: 6610 Willow Park Driv., Su~e 200 Naples, FI. 34109 6 DOSE [81 Non-DBE 5. Year Firm Established: 1997 ,. Federal Tax to Numbet: 2. 3. 4. 37-0962090 6. DOSE tEl Non-DBE 7. D Subcontractor [81 SUbConsullant 8. Annual Gross Receipts D Less !han $1 millioo D Between $1 - $5 million o Between $5 - $10 millian o Between $10 - $15 million ~ More than $15 millioo Firm Name: Professional Serlo''ice Industries, Inc Phone: 941.378.9001 Address: 6261 T owe!" Lane Sarasot. FL 34240 5, Year Firm Established: 1975 6 of 6 SCHEDULE A SCOPE OF SERVICES Professional Design & Related Services for Dynamic Message Signs (OMS) 1686 4 The contract is for the designing of a Dynamic Message Sign system, per the requirements of a Local Agency Program (LAP) Agreement between Collier County, FL and the State of Florida Department of Transportation. The purpose of the OMS system is to enhance motorists' awareness of traffic and roadway conditions, alert them to alternate routes in the event of lane or roadway closures, assist in emergency management and evacuations, and increase the safety and effectivness of the county's roadway network. The Consultant shall be responsible for knowledge of and compliance with all relative local, state and Federal codes and regulations. Task 1. Identification of OMS Locations The Consultant shall identify 10 to 15 locations on arterial roadways in Collier County for which the installation of static-mounted Dynamic Message Signs (OMS) is appropriate overhead mounted on a mast arm, adjacent to the travel lane on a pedestal, or both. An appropriate location may include multiple sign installations. Deliverable #1A: List of proposed installation locations, describing methodology used to determine sites. Deliverable #1 B: Color photographs taken from ground level of each proposed OMS installation site, printed no smaller than 5" x 7" and no larger than 8" x 10". Deliverable #2: Site plan sheets for each OMS installation, showing power, communications, and adjacent overhead and underground utilities with Right-of-Way lines. Task 2. Plan Preparation A-I 1686 ~ The Consultant shall design and prepare engineering plans for message sign design details, structure design details, and prepare communications design plans utilizing the County's existing Ethernet over Fiber Optic network. OMS signs and structures shall be designed in accordance with FOOT's Standards and Specifications, Section 781, "Intelligent Transportation Systems - Motorist Information Systems" and its associated design details from the FOOT 2008 Design Standards Manual. Plans must be submitted at 30% (A), 60% (B) and 100% (C) intervals. Each submittal cycle requires review by the Florida Department of Transportation's District One Procurement Office. All requested revisions for each plan submittal shall be reflected on the following plan submittal. Deliverable #3 (A, B. C): Design detail sheets for both overhead, mast-arm mounted OMS and pedestal-mounted OMS. Deliverable #4 (A, B, C): Design detail sheets for OMS support structures, both overhead and pedestal. Deliverable #5 (A, B. C): Communications design detailing the OMS system's integration into Collier County's existing ITS Ethernet network, including fiber splice diagrams and allowances for any necessary communications device(s) or cabinet assemblies. Task 3. Informational Public Meeting Attendance The Consultant shall be required to provide staff representation at one (1) informational public meeting for the purpose of presenting the OMS project to interested members of the public and to receive their feedback on the proposed design. For this meeting, the firm is required to provide graphics (photographs, engineering designs, and/or conceptual drawings), in scope and quantity sufficient to impart the visual impact of the proposed OMS installations at the selected A-2 1686 i locations. The graphics shall be part of a computerized presentation, or mounted to large boards for easy viewing by the public. Deliverable #6: Attendance and readiness to present design at one informational public meeting. Deliverable #7: Graphics for the informational public meeting, printed or digital, sufficient to impart the visual impact of and locations of devices in the DMS system. Task 4. Preparation of Documents for Future Bid Package The Consultant shall prepare a construction specification document and a pay item estimate package for all structures, hardware, software and associated services to install the DMS system. Assume a maximum of $500,000 in project funds. Both deliverables shall reference the FDOT pay item numbers as given in the plan set. Deliverable #8: Preparation of construction specification document for DMS hardware, software and services. Deliverable #9: Preparation of pay item estimate package for DMS construction. A-3 SCHEDULE B BASIS OF COMPENSATION Professional Design & Related Services for Dynamic Message Signs (OMS) 1686 LUMP SUM 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B 1.1.1 All monthly status reports and invoices shall be mailed to the attention of Sheila Convery, Project Manager, 2885 South Horseshoe Drive, Naples, FL 34104 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump sum payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until all services associated with any such line item have been completed to OWNER'S reasonable satisfaction. TASKS LUMP SUM FEE FOR: FEE PAYMENT SCHEDULE 1. Identification of OMS $82,620.00 Upon Completion of Deliverables Locations 1A, 1 Band 2 indeoendently 2. Plans Preparation - 30%, 60% $99,935.00 Upon Submittal and Approval of and 100% 30%, 60% and 100% Documents 3. Public Meetina Attendance $17,375.00 Upon Comoletion of Tasks 4. Permittinq $11,940.00 Upon Issuance of each Permit 5. Bid and Award $7,576.00 Upon Completion of Bidding and Award of Construction 6. Reimbursables $30,000.00 Time and Material TOTAL FEE (Total Items 1-6) $249,446.00 B.2.2. The fees noted in Section 2.1. shall constitute the lump sum plus time and materials amount of Two Hundred Forty Nine Thousand Four Hundred Forty Six Dollars ($249,446.00) to be paid to CONSULTANT for the performance of the Basic Services. B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the B~l 16B6 provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without OWNER'S prior written approval. B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.5 Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B-2 1686 8.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 8.3.4.1.3. Permit Fees required by the Project. 8.3.4.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 8.3.4.1.5 Expense of models for the County's use. 8.3.4.1.6 Other items on request and approved in writing by the OWNER. 8.3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. B-3 1686 SCHEDULE B - ATTACHMENT A Professional Design & Related Services for Dynamic Message Signs (OMS) Task 1 -Identification of DMS Locations Deliverable 1A Develop Preliminary OMS Site List County Review and Meeting Deliverable 1 B Field review of preliminary OMS sites County and FOOT review and meet traffic control quantities Deliverable 2 Obtain Right of Way information Obtain Utility information Coordinate Power Service Develop Site Plan Sheets County and FOOT Review and Meeting Finalize Site plans Design Analysis Details and Quantities Sheet Plan Sheets Task 2 - Plans Preparation 30% Plans Surveying Geotec Borings and Report Structural Detail Sheets Aesthetics Details Develop Plan Sheets Communication Detail Sheets $13,638.00 $29,761.00 $39,221.00 $42,813.00 SA County and FOOT Review and Meeting 1686 60% Plans Structural Detail Sheets Develop Plan Sheet Aesthetics Details Communication Detail Sheets County and FOOT OMS Review and Meeting Probable Cost Estimate 100% Plans Structural Detail Sheets Develop Plan Sheet Communication Detail Sheets County and FOOT OMS Review and Meeting Probable Cost Estimate Prepare Final Plans Task 3 Public Meetina Attendance Prepare Public Information Graphics County and FOOT OMS Review and Meeting Prepare Final Public Information Graphics Hold Public Meeting Task 4 Permittina Environmental Local Building (MEP) FOOT Task 5 Bid and Award Final Specifications with Final Plans Pre-Bid Meeting Bid Evaluation and Recommendations $34.046.00 $23.076.00 $17,375.00 $11,940.00 $ 7,576.00 B-5 Task 6 Reimbursables $30,000.00 Surveying Geotech Borings and Report Miscellaneous items such as: Computer Plots, Courier Services, Prints and copies Total not to exceed: $249,446.00 B-6 1686 1686 SCHEDULE B - ATTACHMENT B CONSULTANT'S EMPLOYEE HOURLY RATE SCHEDULE Professional Design & Related Services for Dynamic Message Signs (OMS) Consultant's Employee Hourly Rate Schedule Title Hourly Rate Program Director $ 185.00/hr Arch itect $ 180.00/hr Senior Project Manager $ 150.00/hr Senior ITS Engineer $ 178.00/hr Senior Structural Engineer $ 151.00/hr Senior Traffic Engineer $ 128.00/hr Project Engineer $ 95.00/hr Engineering Technician $ 85.00/hr Admin/Clerical $ 55.00/hr B-7 SCHEDULE C PROJECT MILESTONE SCHEDULE Professional Design & Related Services for Dynamic Message Signs (OMS) Overall time for performance 110 Days from Notice to Proceed Task Durations outlined below overlap - See attached Schedule Task 1 - Identification of OMS Locations (Includes Deliverables 1A, 1 Band 2) 67 days from Notice to Proceed Task 2 - Plans Preparation includina 30%, 60% and 100% (Includes County review time) Task 3 - Public Meetina Attendance (Does not include Graphics Preparation time) Task 4 - Permittina Task 5 - Bid and Award (Preparation of bidding documents for future bid) Task 6 - Reimbursables 65 days 2 days 30 days 6 days As Needed C-I 1686 1686 0'" '" '" N N '" ~ N :::i; ~; N1 -I i -, -, -' o[ _. -. :;: W "'j ... 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C ~ 1686 SCHEDULE 0 INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents, If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations, All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis. if requested by OWNER, Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in D.I 1686 the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy, (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased, If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used, The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the D.2 16B6 CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies), Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause, WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? ~ Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida, The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee I X $1,000,000 Each Accident'/ $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work, _ Applicable X Not Applicable D.3 1686 (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work, _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT, Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage, Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage X General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage 0-4 $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 1686 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording, "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part, The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you," Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. (3) The OWNER shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement _ Applicable x Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No 0.5 1686 (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis, (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance, PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance, Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _ $1 ,000,000 each claim and in the aggregate ---.2L $2,000,000 each claim and in the aggregate D.6 _ $5,000,000 each claim and in the aggregate 16B6 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER, (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision, In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy, CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and D.7 -----'-'--'-"._'-~-----~--~'------_..- 1686 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 CONSULTANTS current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy), CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a, The date the professional liability insurance renews, b, Current policy limits. c. Current deductibles/self-insured retention, d, Current underwriter. e, Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy, f. Cost of professional insurance as a percent of revenue, g. Affirmation that the design firm will complete a timely project errors and omissions application, (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds, END OF SCHEDULE 0 D.S 1686 ~ ACORD" ~ PRODUCER 877-945-7378 DATE (MMIDDfYYYYj 01/08/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, CERTIFICATE OF LIABILITY INSURANCE Page 1 of 3 willis HRH 26 Century Blvd. P. O. Box 305191 Nashville, TN 372305191 INSURERS AFFORDING COVERAGE NAIC# INSURED URS Corporation Southern 7650 Corporate Center Dr., Suite 401 Miami, FL 33126 ilNS~5~~:~ational Union Fire Ins Co of Pittsburgh I!:!~URER ~__~E:!_w___f!!mpshi~_~_r1l:luE~nc e Cl?mpaE:Y_ I_~S_I,JRERC: I~~urc~ll:!==e company_?f.~_~e Stat~~ ~~I,J_~~~D: Lloyd' S__?~_~ondon & Bri~_~~l1 <;:ompanies INSURER E: Lexin ton Insurance Com an 19445~lOO 23841-076 : 19429-100 1579~-004 19437MQOQ COVERAGES v 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. .-."----------- r-'-- -.-..-- : b2~~c,t~~b7-l~~m2t~~~~~tb'}N~<?~! INSR DO' lTR NSR TYPE OF INSURANCE POLICY NUMBER LIMITS A X GENERAL LIABILITY GL1642006 6/30/2008 5/1/2009 ! EACH OCCURRENCE _. I 2 000 000 v il C2()~MERCIALGENER.~!:...!:)ABILlTY DAMAGE TO RENYE"6 PREMISES lEa occurenc~:L__ I 1,.000 000 , L ' M.E:"_l? EXP(Any one person) I 10 000 f----+-----J CLAIMS MADE ~j OCCUR ! _U XCU, BF_~.D ____. ~R.~()_N,Il,~ &~QY INJURY I 2~_Q_L_O.QQ_ , X ] Contractual Liabilit GENERALAGGREGAT~ I 2 000 000 ---- --- - -.. ~N'L AGG~r~;lE ~~MI~ APFIES PER: , /~'?l:l~CTs,. ~OM.PIOP AGG I 2 000 LQO_Q.__ POLICY X ~~PT i LaC , , / CA826-3009 ' 5/1/2008 '5/1/2009 , A -;clTOMOBILE LIABILITY COMBINED SINGLE LIMIT I 2,000,000 B ~~j ANY AUTO CA826-3010 5/1/2008 5/1/2009 ~accident)_____ ..... ALL OWNED AUTOS BODILY INJURY r- (Per person) I ___' SCHEDULED AUTOS . ,... - HIRED AUTOS BODILY INJURY I NON-OWNED AUTOS , (Per accident) - m. ----- ._. - - PROPERTY DAMAGE I ! I (Per accident) GARAGE LIABILITY ! AUTO ONLY - EAACCIDENT $ q ANY AUTO , ! ; OTHER THAN EA ACC I ... AUTO ONLY: AGG I i EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE I ---. I 1-- [J CLAIMS MADE .---- ! _ OCCUR AGGREGATE I ------- I ~ ~EDUCTIBLE I I RETENTION I ! , I C WORKERSCOMPENSATlON WC4990858 !1/1/2009 1/1/2010 i JWCSTAT~-: I 10TH- AND EMPLOYERS' LIABILITY i __J/; . .TOBY L1MI S ER VIN 'I 2 000 000 I A ANY PROPRIETOR/PARTNER/EXECUTIVE ~ ],WC4990859 '1/1/2009 11/1/2010 EL EACH ACCIDENT OFFICER/MEMBER EXCLUDED?__ '-____~__.__l_~__ A (MandatorylnNH) I WC4 9 9 0 8 6 2 1/1/2009 '1/1/2010 . ~L DI~~~~_E____~~EMPLOYEE i $ 2 000 000 (" ~PE~I~~~~d~I~~NS blow ! WC"4 Q Q n 8"7 'WC4 9 9 0 8 < 0 1'1'2009 '1/1/2010 . EL DISEASE - POLICY LIMIT '$ 2 000 000 D OTHER PE0801821 / PE0801657,6/30/2008 .5/1/2009 E Professional Liability 6502253 '6/30/2008 15/1/2009 1$2,000,000 Each Claim~ w/Limited Contractual - ! I I $2,000,000 Aggregate Cb' u. P Ii OESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re: Collier County, Contract 09-5127 IIprofessional Design & Related Services for Dynami c Message Signs (DMS) II Collier County Board of County Commissioners and Collier County, Florida are included as Additional Insureds as respects the General Liability policy, where required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Attn: Stephen Y. Carnell, purChasing/General Services Director 3301 Tarniami Trail East, Purchasing Department, Building H Naples, FL 34112 SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR RE RESENTATlVES. UT ORIZED REPRESE~ . All rights reserved. ACORD 25 (2009101) Coll,2380942 Tp1, 882790 Certo120574 6 @1988-2009ACORDCORPORATI The ACORD name and logo are registered marks of ACORD 168 PRODUCER 877-945-7378 DATE 01/08/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, Willis CERTIFICATE OF LIABILITY INSURANCE Page 2 of 3 Willis HRH 26 Century Blvd. P. O. Box 3051~1 Nashville, TN 372305191 INSURERS AFFORDING COVERAGE NAIC# INSURED URS Corporation Southern 7650 Corporate Center Dr., Suite 401 Miami, FL 33126 e-INSUR~~.~: N&tionCl_~_ Union Fi~_:t:ns Co of Pi~.sburgh I_~SURER B: Ne~!!ampshi!_~_ !~!lurance CO~Clny I.!"I~~~ERC: In8~_:r;"_a.11,~e Company._o_f _ the State of__PA INSUREX~.P.;_.;'}oyd' s _~. ~o_ndon & Britis~_ ~ompanieB INSURER E: Lexin ton Insurance Com an 19445-100 ; 23841-076 119429-100 !.5792-004 19437-000 DESCRIPTION OF OPERA lIONS/LOCI\. T10NSNEHICLESIEXCLUSIONS ADDEO BY ENDORSEMENT/SPECIAL PROVISIONS This insurance is primary over any similar insurance available to any person or organization we have added to this policy as Additional Insureds. Coll:2580942 Tpl:882790 Cert:12057496 1686 Page 3 of 3 IMPORT ANT If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy. certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) Coll:2580942 Tpl:882790 Cert:12057496 1686 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287,055, Florida Statutes, URS Corporation Southern 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 09-5127 Professional Design and Related Services for Dynamic Message Signs are accurate, complete and current as of the time of contracting. URS Corporation Southern BY: ~) TITLE: -i ; ( ~ f (" -L- <; ~ cI ~yJl DATE: \,,'o"! E.I SCHEDULE F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS Todd Osborn Proaram Director 5% Terrv Short Arch itect 20% Senior Proiect Manaaer Nestor Fernandez 30% Senior ITS Enaineer Alex Mousadi 30% Senior Structural Enaineer Alex Caso 10% Senior Traffic Enaineer Ayman Mohamed 35% Proiect Enaineer TBD 60% Enaineerina Technician TBD 100% Administrative/Clerical TBD 15% ,,-I .1686