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PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
J CCNA ❑ NON CCN
Contract # 18 -7432 -AR
for
"Professional Services Library -Architectural Study, Planning and Design Category
"
THIS AGREEMENT is made and entered into this —day of 2020
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") and
ADG Architecture, LLC
authorized to do business in the State of Florida, whose business address is
3820 Colonial Boulevard, Suite 100 Fort Myers, FL 33966 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
■❑ WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
■❑ WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
Page t of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
Page 2 of 32
PSA Fixed Term Continuing Contract 2017.009 Ver.2
O
v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
Page 3 of 33
PSA Fixcd'I"con Continuing Contract 2017.009 Ver,2
9
1. 12. The CONSULTANT designates Robert T. Taylor, AIA-NCARB 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
Page 4 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
9
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
Page 5 of 33
PSA Fixed Term Continuing Contmet 2017.009 Ver.2
9
1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
Page 6 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
9
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule') for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
Page 7 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Vec2
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one ( 1 )
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
Page S of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
9
ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. ■❑ Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither parry
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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9
and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. M■ CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name:
Division Director:
Address:
Administrative Agent/PM:
Telephone:
E-Mail(s):
Services
112-4901
Evelyn Colon
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i
16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: ADG Architecture, LLC
Address: 3820 Colonial Boulevard, Suite 100
Fort Myers, FL 33966
Authorized Agent:
Attention Name & Title:
Telephone:
E-Mail(s):
Robert T. Taylor, President
239-277-0554
Bobt(a-)alliancedesigngroup.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. ❑■ Grant Funded Projects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. [K At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
IMMIGRATION LAW COMPLIANCE
21.1. By executing and entering into this agreement, the CONSULTANT is formally
acknowledging without exception or stipulation that it is fully responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
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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.
(signature page to follow)
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9
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Crystal K. Kinzel, Clerk of Court &
Comptroller
By: By:
Date: Burt L. Saunders Chairman
Approved as to Form and Legality:
County Attorney
Name
Consultant:
Consultant's Witnesses: ADG Architecture, LLC
L��By:
Witness
r `� ��j �At-1 �/Z . �fL S t V C=,-.,,T-
Name
wT
Name and Title �,��- Name and Title �_.r,
1
VMtness
V1■ .
Name and Title
Page 20 of 33
PSA fixed Tenn Continuing Contract 2017 009 Ver
0.",
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract'
Contract Expiration Date: , 20_
This Work Order is for professional (describe) services for work known as
Project Name:
Project No:
The work is specified in the proposal dated , 20_ which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scone of Work: As detailed in the attached proposal and the following:
• Task 1
• Task If
• Task Iii
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS -RC) ❑Time & Material
(T&M) (established hourly rate - Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
Task I
Task 11
Task 111
TOTAL FEE $
PREPARED BY:
Name and Title Date
APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, in the best of their knowledge and belief all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work: and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
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CO-),
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
8.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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FSA Fixed Term Continuing Contract 2017.009 Ver.2
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. ❑Q Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. ❑l• Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
Page 23 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
i:, A`iJ
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
CAO
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
Page 2.5 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Title
Hourly Rate
Principal
Pro'ect Manager
$180
$100
_
Senior Designer
$100
Designer
$80
Clerical/Administrative
$55
CADD Technician
$75
Architect
$115
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
■� Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
Page 26 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
SCHEDULEC
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 COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
0
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? ❑■ Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes ❑D No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes ❑■ No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? ❑■ Yes ❑ No
A. 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
Page 28 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes ❑■ No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes ❑■ No
17. AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? [01 Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE
Required by this Agreement? ❑ Yes ■❑ No
Page 29 of 33
VSA Fixed Term Continuing Contract 2017009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes ❑Q No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? ❑■ Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
Page 30 of 33
PSA Fixcd Term Contmum¢ Contract 2017009 Ver 2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver 2
(:AC
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, ADG Architecture LLC (company's name)
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 "Professional Services Library- Architectural Study,Planning and Design Category"
project is accurate, complete and current as of the time of contracting.
BY:
TITLE:•
DATE: Z
Page 32 of 33
PSA Fixed Term Continuing Contiact 2017 009 Ver 2
SCHEDULE
Other: Federal Contract Provisions and Assurances
(Description)
❑■ following this page (pages 1 through 9
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
CM)
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
0 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractors actions pertaining to this contract.
EXHIBIT I -1
EXHIBIT I
CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause:
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business fine or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that `funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www.ena.aov/smm/comprehensive-procurement-guidelinecoa-
program
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT 1- 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, ortransfer, recruitment, or recruitment advertising; layoffortermination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
III. The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
C1
O
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractors non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT 1 -4
;. al:
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 at seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 at seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in tum, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
.CAO
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name ADG Architecture, Ilc
Date 5/15/2019
Authorized Signature
EXHIBIT I - 6
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
ADG Architecture, Ilc
By:
Robert Taylor, President
Name and Title
3820 Colonial Blvd., Suite 100
Street Address
Fort Myers, FL 33966
033890139
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
EXHIBIT I - 7
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
Latus will be miffed Unvcvdable statuses ..Il require the PRIME to either pr000de a re,Ased vat emeRt or proMe source documentation mat validates a
status.
A. PRIME VENDOR/CONTRACTOR INFORMATION
PR.ME NAME PA. Mt tbO NLMBER CONTRACT DOLLA R AMOUNT
ADIS Architecture, Ilc 45-4265882
S THE PRIIALE A FLORIDA-CEROFIED DISADVANTAGED. VETEAAN ': N S ME ACTIVITV OF THIS CONTRACT..
NOAFFV OR WOMEN BUSINESS ENTERPRISEI DBE? N COHSTpUCiION? t.
'11140.1BfANILEj OR HAVE A WALL DISADVANTAGED
USINESS SA CERTIFICATION FROM ME SMALL BUSINESS MBE° I CONSULTATION? r N
DMINISTRATIOM A SERVICE DISABLED VETERAN? ABf, OTHER? r b
:DB Sd 1 II
IS TWS SUBMISSION A REVIAON' LNJ F rt S. RE'ASION NUMBER
S. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO 15 A DISADVANTAGED MINORITY, WOMEN -OWNED, SMALL
BUSWESS CONCERN OR SERVICE DISABLED VETERAN, PRIME LS TO COMPLETE THIS NEXT SECTION
DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPEOFWORXOR ETHNICRYCOOE SUBISUPPL.EP PERCENT O: CONTRACT
VETERAN NAME SPECIALTY (See Below, D RAMOUNT DOLSAR3
Veteran David M. Jones Jr. & Landscape O
Associates, Inc. Architecture
WBE TKW Consulting Structural O
Engineers, Inc. Engineering
TOTAL'
C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR
NAME OF SUBMITTER DATE TNLf OF SURAHTF R
Robert Taylor 5/15/2019 President
EMAU ADDRESS OF PRIME tSUBMITITRI TELEPHONE NUMBER FAXNUMBER
Bobt@alliancedesigngroup.com 239-277-0554 239-277-0741
NOTE: Tho information Is shed m iralk and report antiopUed DBE M N.faE paniclpation infedwallydunded cmUMU The artimpatedDBE W
MBE amount is voluntary and will not bermne part of the Contract" ter". This form must be SuwiRedat time of response to a
Solicitation if and wren awarded a County Contract, the Prime will be asked to update the information for the grant comphance riles.
ETIN M
®E
Black Amencan
BA
Hm,nlc Amentan
HA
Native Amerism
NA
SubCMt Aslan American
SAA
Aaaam Padfic A.*&m
APA
Non MmoritYN'Omen
Ni
Other. not of any, other prosals listed
O
D. SECTION TO BE COMPLETED BY COWER COUNTY
MPARiMINT NAME CODIfRCONTRACTe1FBrlPOix GRANTPROGRAM.iCONTRACT
A LPTEO BY, DATE
EXHIBIT I - 8
EXHIBIT 1
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
ITo be submitted with each bld or offer exceedina $100.0001
The undersigned (Contractor] certifies, to the best of his or her knowledge, that
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 at
seq., apply to this certification and disclosure, if any.
ADG Architecture, Ilc
Contractor (Firm Name)
Sign of Contractor's Authorized Official
Robert Taylor, President
Neme and Title of Contractor's Authorized Official
5/15/2019
Date
EXHIBIT I - 9
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
0 CCNA ❑ ORlA
Contract # 18 -7432 -AR
for
" Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of , 2020
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") and
BSSW Architects, Inc. ,
authorized to do business in the State of Florida, whose business address is
949 Central Avenue Naples FL 34102 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
❑■ WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
0 WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
Page 1 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
Page 2 of 32
PSA Fixed Term Continuing Contract 2017.009 Ver.2
O
v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
Page 3 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.12. The CONSULTANT designates Daniel A. Summers, AIA 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
Page 4 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
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1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one ( —I)
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. FN� Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. FE -1 CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order, The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name: Procurement Services Division
Division Director: Sandra Herrera
Address: 3295 Tamiami Trail East
Naples, Florida 34112-4901
Administrative Agent/PM: Evelyn Colon
Telephone: (239) 252-2667
E-Mail(s): Evelyn. Colon(cDcolliercountyfl.gov
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n._ 3
16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: BSSW Architects Inc.
Address: 949 Central Avenue
Naples, FL 34102
Authorized Agent:
Attention Name & Title:
Telephone:
E-Mail(s):
Daniel A. Summers, AIA, President
239-643-3103
DanielS(@,BSSWarchitects.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Proiects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. 01 Grant Funded Proiects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. 0 At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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
Page 18 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
Page 19 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST:
Crystal K. Kinzel, Clerk of Court &
Comptroller
Date:
Approved as to Form and Legality:
County Attorney
Name
Consultant's Witnesses:
Witness
1-14ioi / GrGn�� it'lia�S�r4�ar
Name and Title
ft ss �) rr: �S - - -
Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Burt L. Saunders Chairman
Consultant:
BSSW Architects, Inc.
By:
'DAt 10- Q- of F--iLS DF,4 '
Name and Title
Page 20 of 33
PSA Fixed Tern Continuing Contract 2017.0 Ver.2
'�, t;
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract"
Contract Expiration Date: , 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): EINegotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
PREPARED BY:
APPROVED BY:
APPROVED BY:
Task I
Task II
Task III
TOTAL FEE
Name and Title
Date
(Dept Name) , Division Director Date
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer
Page 21 of 33
Date
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.I.I. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. 0 Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. FMI Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
Page 23 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
-,s
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Title
Hourly Rate
Principal
$206
Senior Project Manager
$172
Project Manager
$147
Clerical/Administrative
$62
CADD Technician
$81
Senior Architect
$154
Architect
$121
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
0 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
Page 26 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? R Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes 0 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? 0 Yes ❑ No
A. 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
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$ 2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes ❑ No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes 0 No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? [_01 Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes F No
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes FO -1 No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? n Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
Page 30 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, BSSW Architects. Inc. (company's name)
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 "Professional Services Library- Architectural Study, Planning and Design Category "
project is accurate, complete and current as of the time of contracting.
BY:
-P)W,tom Ar- 5vmm
TITLE: 1�7�
DATE: 1 .�
Page 32 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
C,k0
SCHEDULE E
Other; Federal Contract Provisions and Assurances
(Description)
■� following this page (pages 1 through 9 )
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (11) the subcontractor Is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
o 44 C.F.R. Part 208
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. it is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,.
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is nota party to this contract and is not
subject to any obligations or liabilities to the non -Federal' entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract..
EXHIBIT I -1
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act..
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole,judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County. shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to inventions Made Under a Contractor Agreement: If the Federal award meets the definition
of "funding agreement" under 37 GFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or, performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements, and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions,
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (1) Competitively within a timeframe providing for
compliance with the contract performance schedule; (li) Meeting contract performance requirements; or (iii)
At a reasonable price, (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, Mips //www etas amuideline-coa-
g
program
Suspension and Debarment; (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000, As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R: § 180.995), or its affiliates (defined at 2 C.F.R. § 180,905) are excluded (defined at 2
C.F.R. § 180,940) or disqualified (defined at 2 C.F.R. § 180;935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C,and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180,,subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the: Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,.
subpart C and C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT - 2
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4Q.._
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as agorogriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce and
(6) Requiring the prime contractor, If subcontracts are to be let, to take the affirmative steps listed
In paragraphs (1) through (5) of this section,
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract' in 41 C.F.R: § 60-1,3
must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment; notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed ,by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, .discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to Instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or consistent with the contractor's legal duty to furnish
Information.
IV, The contractor will send to each labor union or representative of workers with which It has a
collective bargaining agreement or other contractor understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11,246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V, The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT 1 3
]3SS V
4 ...
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September r24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto,, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII: In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided In Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law,
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor Issued
pursuant to section 204 of Executive. Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as maybe directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved. in, oris threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hoursand Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded, by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or sheds employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek:
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the .unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
onto such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1)of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth In paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages: The (write in the name of the Federal
agency or the loan or grant recipient) shall upon Its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT i - 4
A l e H I, I C I S I I
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
In paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U,S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 of seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, In turn, report each violation.as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U,;S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award, Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be.expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20;055(5), Florida Statutes,
for the inspector general to have access to any records, data and other Information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five` (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
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EXHIBIT I
FEDERAL. CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include In the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (III) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor Is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name
Date
May 9, 2019
BSSW Architects, Inc.
Authorized Signature
Daniel A. Summers, AIA, President
EXHIBIT I - 6
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor Its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
BSSW Architects, Inc.
By:
Signature
Daniel A. Summers, AIA, President
Name and Title
949 Central Avenue
Street Address
Naples FL 34102
City, State, Zip
83-347-5184
DUNS Number
Sub -Recipient. Name: Collier County Board of County Commissioners
EXHIBIT I - 7
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
wiR be verified, unvertwe statuses will require the PWIAE to either proiyde a rased statement or Provide source documentimon that validates
PRIME NAM PRIME FE10 NUMBER CONTRACT DOLLAR AMOUNT
BSSW Architects, Inc. 65-01 59555
IS THE PRIME A FLORIDA-CERPRED DJSADVANTAGFD, M" V IS THE ACTIVITY OF THIS CONTRACT.-
MINORM OR WOMEN SUSINESS UMMSE? DBE? y CONSTAUCTtON ? y N
(ObEiMUMU) OR HAVE A SMALL DISADVANTAGED
OURNESS 94 CERTIRCATMN FROM THE SMALL SUSINESS CONSULTATION? v N
ADMINISTRATION! A SE"ICE DiMLED VETERAN? W150 V Q> OTHER? y N
S08 GA? Y
IS TI SSU5MISSlON A REVISION?] v N PF YES. AMSION NUMBER
DBE M/WDE SUBCONTRACTOR OR SUPPLIER TYPE OFWORK OR MNKMC*Df SUB/SUPPLIER PERCENT OF CONTRACT
VETERAN— NAME — SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS
WBE TKW Consulting Engineer! - Structural
Veteran Dave Jones & Assoc. Landscape
WBE Goetz &Stropes Landscape
NAME OF WISM17TER DATE TITLE OF Submrr"R
Daniel A. Summers May 9, 2019 President
EMAIL ADDRESS OF PRIME (SUOMMU) TELEPHONE NUMBER FAX NUMBER
daniels,@bsswarchitects.com 239/643-3103 239/275-5366
NOTE; This information is Used to U-66 and report anticipated DBE or MBE participation in federalty-furded contracts. The anticipated DBE or
MSE anmrd is voluntary and will not become part of the contractual team. This form must be submitted at time of response to a
solicitation if and when awarded a county contract, the prime will be asked to update the Infornnation for the gram compliance Mas.
T151-
rackAMU11" 11A
HtsWicAmeriLan
HA
NM*e AMOAM
NA,
subcont Asian American
SAA
Asuin~XAMerican
APA
Non -Minority women l
NMW
Other'notorstroulov ratedi
0
EXHIBIT I -8
O1_JSSW`46'
A I C H I t I C I I I+ 1:
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
ITo be submifted with each bid dr offer exceedina $100,000)
The undersigned certifies, tothe best oyhis orher knowledge,thxat:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for Influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for Influencing
or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," In accordance with Its Instructions.
3. The undersigned shall require that the language of this certification be included In the award documents for all
oubawondo at all (including ubconhoctm. oubgrantm, and contracts under grants, |oans, and cooperative
agreements) and that, all subreciplents shall certify and disclose accordingly.
This certification h | representation of fact upon which reliance was placed when this transaction was
made o,entered into. Submission certification |oe prerequisitefor making o,entering into this transaction
imposed by81.U.8.C.§13G2(as amended by theLobbying ^ Disc|oaunaAct of1885).Anypersonwhu failsbnfile
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and mpuunmcy of each statement of Its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.Q.C. § 3801 et
uaq..apply tothis certification and disclosure, (fany.
BSSW Architects, Inc.
Contractor (Firm Name)
Signature of Contractor's Authorized Official
Daniel A. Summers, AIA, President
Name and Title of Contractor's Authorized Official
May 9, 1
Date
EXHIBIT |-g
47
^'""'''"'' I °`
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
❑ CCNA ❑
Contract # 18 -7432 -AR
for
" Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of , 2020
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") and
Harvard Jollv. Inc.
authorized to do business in the State of Florida, whose business address is
1639 Hendry Street, Ft. Myers, FL 33901 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
A-1 WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
FE] WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
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1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
O
v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
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1.12. The CONSULTANT designates Ward Friszolowski, AIA 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one ( 1 )
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. FE -1 Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. 0 CCNA Proiects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name: Procurement Services Division
Division Director: Sandra Herrera
Address: 3295 Tamiami Trail East
Naples, Florida 34112-4901
Administrative Agent/PM: Evelyn Colon
Telephone: (239) 252-2667
E-Mail(s): Evelyn. Colonancolliercountyfl.gov
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16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: Harvard Jolly, Inc.
Address: 1639 Hendry Street
Ft Myers, FL 33901
Authorized Agent:
Attention Name & Title:
Telephone:
E-Mail(s):
Ward Friszolowski, AIA Principal, COO
239-275-7774
w friszolowski(a)howardiollly.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Proiects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. *1 Grant Funded Projects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. 0 At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Crystal K. Kinzel, Clerk of Court &
Comptroller
By: Byi
Date: Burt L. Saunders Chairman
Approved as to Form and Legality:
County Attorney
Name
Consultant's Witnesses:
V4 ess
am and Title
Consultant:
Harvard Jolly, Inc.
V/PR-ti J. tRt s2oLowSl�l r r
Name and Title
Page 20 of 33
PSA Fixed Term Continuing Contract 2017 009 Veer
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract"
Contract Expiration Date: , 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task I1
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
PREPARED BY:
APPROVED BY:
APPROVED BY:
Task I
$
Task II
$
Task III
$
TOTAL FEE
$
Name and Title
(Dept Name) , Division Director
Date
Date
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
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SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. Di Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. Al Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
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rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
Page 25 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Tithe
Hourly Rate
Principal
$195
Senior Project Mana er
$170
Project Manager
$120
Clerical/Administrative
$62
Senior Technician
$85
Technician
$72
CADD Technician
$81
Senior Architect
$145
Architect
$120
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
FE -1 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
Page 26 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? FO -1 Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes FE1 No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes 0 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? n Yes ❑ No
A. 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
Page 28 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$ 2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes 0 No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes 0 No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? 0 Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes 0 No
Page 29 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19, CYBER INSURANCE.
Required by this Agreement? ❑ Yes ❑M No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? F Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
Page 30 of 33
PSA Fixed Term Continuing Contract 20t7.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Harvard Jolly, Inc. (company's name)
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 "Professional Services Librax Architectural Study, Planning and Design Category"
project is accurate, complete and current as of the time of contracting.
BY: VV" � ?A L', -
TITLE: rpj�f t
DATE: Mpiii� 2 , Zo2b
Page 32 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver 2
SCHEDULE E
Other; Federal Contract Provisions and Assurances
(Description)
Q following this page (pages 1 through 9 )
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
0 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT I -1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www epa gov/smm/comprehensive-procurement-quideline-cpq-
rp ogram
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I - 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
REQUIRED FORMS • PROFESSIONAL SERVICES LIBRARY
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law, The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name Harvard Jolly, Inc.
Date May 9, 2019
Authorized Signature
EXHIBIT 1- 6
HARVARD -JOLLY
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS • ARCHITECTURAL STUDY, PLANNING & DESIGN A R C H I T E C T U R E'
REQUIRED FORMS > PROFESSIONAL SERVICES LIBRARY
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
Harvard Jolly, Inc.
By: Ma
Signature
Ward Friszolowski, AIA Principal I Chief Operating Officer
Name and Title
1639 Hendry Street
Street Address
Ft. Myers, FL 33901
City, State, Zip
59-1430579
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
EXHIBIT I - 7
HARVARD - JOLLY ', ,
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS > ARCHITECTURAL STUDY, PLANNING & DESIGN A R G H I r E. C: T U R I- _„_ ✓`
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
will be verified. UnverifablIe statuses will require the PRIME to either proWde a revised statement or provide source documentation that validates a
PRIME NAME
PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT
N/A
I
15 THE PRIME A FLORIDA-CERTIfIED DISADVANTAGED,
VETERAN Y IN
I'. THE ACTIVITY OF THIS CONTRACT._
MINORITY OR WOMEN BUSIN ESS ENTERPRISE?
DBE? Y N
CONSTRUCTION? Y N
) OR HALVE A SMALL DISADVANTAGED
F-Pion-m-incrity %vamenj
NF.W
I other: not ofany other group listed l
METE? Y N
CONSULTATION? Y N
BUSINESS SA CERTIFICATION FROM THE SMALL BUSINESS
ADMINISTRATION? A SERVICE DISABLED VETERAN?
WBE? Y IN
OTHER? Y N
1503 SA? Y N
IS THOSSUBMISWON A REVISION?
I Y N
IF YES, REVISION NUMBER
DBE RI
SUBCONTRACTOR OR SUPPLIER I TYPE 01 WORK OR I ETHNIC" CID13E I SUBISUPPLIER PERCEITOFCONTRACT
VETERAN I NAME SPECIALTY (See Below) DOLLAR AMOUNT I DOLLARS
11 For this co tract subconsultants will b4 selected for s[ibsequent prciects assigned vtith owner input and
NAME OF SUBMITTER DATE TITLE opSUBMITTER
Harvard Jolly, Inc. 1/16/2020 President I COO I Principal
ENIIAIL ADDRESS OF PRIME [SUBMITTER) TELEPHONE NUMBER FAX NUMBER
w.friszolowski@harvardjolly.com 727.896.4611 727.894.0502
NOTE: This information is used to track and report anticipated DBE or FABS participation infederally4unclecl contracts- The anticipated DIIE or
MZE amount is voluntari and will not become part of the contractual terms. This form must be submitted at time of response to a
solicitation- If and when awarded a County contract, the prime will be asked to update the information for the grant compliance files.
11 DEPARTMENT NAME I (>DWEROONTROICT #CIFB/RfPorPO/REQ) I GRANT PROGRAMICONTRACT I
11ACCEPTED BY: I DATE I
7M M �1•Q7
SlarkAmerican
RA
Hispanic American
HA
Native American
NA
Subcont. Asian American
SAA
Asia"a,dfic Amedran
APA
F-Pion-m-incrity %vamenj
NF.W
I other: not ofany other group listed l
0
11 DEPARTMENT NAME I (>DWEROONTROICT #CIFB/RfPorPO/REQ) I GRANT PROGRAMICONTRACT I
11ACCEPTED BY: I DATE I
7M M �1•Q7
REQUIRED FORMS • PROFESSIONAL SERVICES LIBRARY
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et
seq., apply to this certification and disclosure, if any.
Harvard Jolly, Inc.
Contrracto0--Qr (Firm Name)
Gtr. 6 34".
Signature of ontra or's Authorized Official
Ward Friszolowski, AIA, Principal I Chief Operating Officer
Name and Title of Contractor's Authorized Official
May 9, 2019
Date
EXHIBIT I - 9
HARVARD -JOLLY-,`,,,
�
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS • ARCHITECTURAL STUDY, PLANNING & DESIGN A R C H I T H C T U R E-
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
❑E CCNA ❑ NOAI
Contract # 18 -7432 -AR
for
" Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of , 2020
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") and
Jacobs Engineering Group Inc. ,
authorized to do business in the State of Florida, whose business address is
5801 Pelican Bay Blvd., Suite 505, Naples, FL 34108 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
❑■ WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
FE -1 WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
Page 1 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
Page 2 of 32
PSA Fixed Term Continuing Contract 2017.009 Ver.2
O
v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
Page 3 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
N
1.12. The CONSULTANT designates Bill Gramer, PE, AICP 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
Page 4 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
Page 5 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
Page 6 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
Page 7 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one ( 1 )
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order, The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above: 0 Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONS ULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. FMI CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name: Procurement Services Division
Division Director: Sandra Herrera
Address: 3295 Tamiami Trail East
Naples, Florida 34112-4901
Administrative Agent/PM: Evelyn Colon
Telephone: (239) 252-2667
E-Mail(s): Evelyn. Colon(p�colliercountyfl.gov
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16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: Jacobs Engineering Group Inc.
Address: 5801 Pelican Bay Blvd., Suite 505
Naples, FL 34108
Authorized Agent: Thomas J. Meinhart, VP
Attention Name & Title: Bill Gramer, P.E.
Telephone: 239-404-1650 / 239-431-9222
E-Mail(s): Tom Meinhart(c iacobs.com / Bill.Gramer(a iacobs.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. FO -1 Grant Funded Proiects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box (IN ) expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. 0 At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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 seg.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
Page 19 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST:
Crystal K. Kinzel, Clerk of Court &
Comptroller
0
Date:
Approved as to Form and Legality:
County Attorney
Name
Consultant's Witnesses:
Witness
Name and Title o c.SI c,;Z+
itne
. r t? 3 SK ?)RMCT
Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
in
Burt L. Saunders . Chairman
Consultant:
Jacobs Engineering Group Inc.
IN ff"We".5 r /_y,/L��� 1
ear V
Name and Title 14
A A OJ 14 (o E (Z
Page 20 of 33
PSA Fixed Term Continuing Contract 2017.009 .2
1
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract"
Contract Expiration Date: , 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
Task I
Task II
Task III
TOTAL FEE
PREPARED BY:
Name and Title Date
APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been filly disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
Page 21 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. F■ Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. 0 Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
Page 23 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
Page 24 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
i
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
Page 25 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Title
Hourly Rate
Principal
$220
Senior Project Manager
$186
Project Manager
$160
Senior Engineer
$186
Engineer
$148
Senior Inspector
$122
Inspector
$104
Senior Planner
$166
Planner
$145
Senior Designer
$136
Designer
$116
Environmental Specialist
$127
Senior Environmental Specialist
$170
Scientist/Geologist
$109
Senior Scientist/Geologist
$168
Marine Biolo ist/H dro eolo ist
$132
Senior Marine Biolo ist/H dro eolo ist
$183
Senior GIS Specialist
$157
GIS Specialist
$122
Clerical/Administrative
$74
Senior Technician
$106
Technician
$89
Surveyor and Mapper
$144
CADD Technician
$98
Survey Crew - 2 man
$156
Survey Crew - 3 man
$193
Survey Crew - 4 man
$227
Senior Architect
$177
Architect
$146
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
OR Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
Page 26 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? ❑N Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes D No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes ❑E No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? n Yes ❑ No
A. 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
Page 28 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$ 2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes 0 No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes FE] No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? R Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes FE -1 No
Page 29 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes 0 No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? F Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Jacobs Engineering Group Inc. (company's name)
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 "Professional Services Library- Architectural Study, Planning and Design Category "
project is accurate, complete and current as of the time of contracting.
BY: 2& 1. 9A;;�
TITLE: LE2d4rc
DATE:
Page 32 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
Other:
SCHEDULE E
Federal Contract Provisions and Assurances
(Description)
R following this page (pages I through 9 )
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
0 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT I - 1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www epa qov/smm/comprehensive-procurement-quideline-cpq-
rr ogram
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I - 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 of seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT 1- 5
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms,Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name Jacobs Engineering Group Inc.
Date 5/1/2019
Authorized Signature M' 600(4`y
EXHIBIT I - 6
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
Jacobs Engineering Group Inc.
By:
Signature
William D. Beddow, PE, Client Account Manager
Name and Title
5801 Pelican Bay Blvd., Suite 505
Street Address
Naples, FL 34108
City, State, Zip
07-410-3508
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
EXHIBIT I - 7
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
will be verified. Unverifable statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a
PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT
Jacobs Engineering Group Inc. 95-4081636 TBD
ISTHE PRINIE AfLORIDA-CERTIFIED DISADVANTAGED, VETERAN Y N 15 THEACTIVITY OF THIS CONTRACT. -
MINORITY OR WOMEN BUSINESS ENTERPRISE? DEE? Y N CONSTRUCTION? y N
(DEEMBEIVISE) OR HAVE A SMALL DISADVANTAGED MBE? NPA N CONSULTATION? N
BUST ESS 94 CERTIFICATION FROM THE S%IALL BUSINESS
ADMINISTRATION? A SERVICE DISABLED VETERAN? WEE? Y N OTHER? Y N
ISOB BA? Y N
15 THIS SUBMISSION A REVISION? i Y N IF YES, REVISION NUMBER
of IF,PRIME 'HAS S'UgtbNtftAt-TOttOtt'$UP,PUERW-H2O,ISA-OM" DV,A -SMALL
S T10 �c Tpits�;���
Ito
,"INIES RN,ORSER lCt At 4
DBE MIUME SUBCONTRACTOR OR SUPPLIER ITYPE OFWORK ORI EURNicay CODE SUB/SUPPLIER PERCENT OF CONTRACT
V"FRAFB NAME SPECIALTY (See Bellow) DOLLAR AMOUNT I DOLLARS
NAME OF SUBMITTER DATE TITLE CITSUBMITTER
William D. Beddow, PE 5/1/2019 Client Account Manager
EMAIL ADDRESS OF PRIME [SUBMITTER) TELEPHONE NUMBER FAX NUMBER
Bill.Beddow@jacobs.com (239) 404-1650 N/A
NOTE: This information is used to track and report anticipated DBE or MBE participation in federally4unded contracts. The anticipated DBE or
MBE amount is voluntary and %%qjl not become part of the contractual terms. This form must be submitted at time of response to a
solicitation. If and when mvarded a County contract, the prime swill be asked to update the information for the grant compliance files.
filackA,merican,
BA
Hispanic American
HA
Na*dve Amefican
NA
subcont. Asian American
SAA
AstawpacificArnedcan
APA
Non -minority vilomenj
NPAW
other. not of any ottm group listed 1
0
I- nPPARTFAMTHAME I COWER CONTRACT#fIM(RFP-crPOfRJEQJ I GRANT PROGRAMXONTMMI1
[ACCEPTED BY: I DATE I
EXHIBIT I - 8
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et
seq., apply to this certification and disclosure, if any.
Jacobs Engineering Group Inc.
Contractor (Firm Name)
/U 60&, J
Signature of Contractor's Authorized Official
William D. Beddow, PE, Client Account Manager
Name and Title of Contractor's Authorized Official
5/1/2019
Date
EXHIBIT I - 9
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
Contract # 18 -7432 -AR
for
Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of , 2020
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") and
PK Studios, Inc.
authorized to do business in the State of Florida, whose business address is
950 Encore Way, Suite 103, Naples, FL 34110 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
FNJ WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
FE] WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
Page 1 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
Page 2 of 32
PSA Fixed Term Continuing Contract 2017.009 Ver.2
O
v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
Page 3 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.12. The CONSULTANT designates Wojciech Peter Kulicki, AIA 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14, The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
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The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
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1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one ( 1 )
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only toprojects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. FN� Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. 0 CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name: Procurement Services Division
Division Director: Sandra Herrera
Address: 3295 Tamiami Trail East
Naples, Florida 34112-4901
Administrative Agent/PM: Evelyn Colon
Telephone: (239) 252-2667
E-Mail(s): Evelyn Colonna colliercountyfl.gov
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: PK Studios Inc.
Address: 950 Encore Way, Suite 103
Naples, FL 34110
Authorized Agent: Woiciech Peter Kulicki, President & COO
Attention Name & Title:
Telephone: 239-434-5800
E-Mail(s): wk(a pkstudios com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Proiects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. X Grant Funded Proiects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box (■) expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. n At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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 seg.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
Page 18 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST:
Crystal K. Kinzel, Clerk of Court &
Comptroller
0
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Date. Burt L. Saunders chairman
Approved as to Form and Legality:
County Attorney
Name
Consultants Witnesses:
Consultant:
PK Studios, Inc.
r
I;
_cT- - ` Title
1%'tn es s
Name and Title
Page 20 of 33�.
PSA Fixed Term Continuing Contract 2017.009 Ve .2
\�s
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract'
Contract Expiration Date: , 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order, The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ONegotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
PRRPARRI) RV -
APPROVED BY:
Task I
Task II
Task III
TOTAL FEE
Name and Title Date
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. Fol Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. 0 Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Principal
Z�LUb
Senior Project Manager
$172
Project Manager
$147
Senior Designer
$114
Designer
$94
Clerical/Administrative
$62
CADD Technician
$81
Senior Architect
$154
Architect
$121
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
FO -1 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? FN� Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes R No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes FE -1 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? n Yes ❑ No
A. 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
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$ 2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes n No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes 0 No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? O Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes FE -1 No
Page 29 of 33
PSA Fixed Term Continuing Contract 20t7.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes 0 No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE..
Required by this Agreement? 0 Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
Page 30 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23, PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287,055, Florida
Statutes, PK Studios Inc. (company's name)
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 ° Professional Services Library- Architectural Study, Planning and Design Category"
project is accurate, complete and current as of the time of contracting.
Wor(eck
BY: K4Ullckl
TITLE: 0214d 44
DATE: Zo Z
Page 32 of 33
PSA Fixed Term Continuing Contract 2017.004 Ver -2
SCHEDULE
Other: Federal Contract Provisions and Assurances
(Description)
RM following this page (pages 1 through 9
F -I this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
o 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT I - 1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement; If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www epa goy/smm/comprehensive-procurement-quideline-cpq-
program
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F,R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C,F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt, 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200,321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I - 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economicaliy:feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of'Yederally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
Vlll. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractorwill take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States,
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contractwork
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
thatthe County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name > c� ` ®S C �C
Dates wig
Authorized Signature
EXHIBIT I - 6
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipients subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
C7 t
t" Chios} }r�G.
By:
Name and Title r
Street Address
es A
City, State, Zi
M
-72'60,7 Q2g1
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
EXHIBIT I - 7
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
will be'rerified. Unver'rfable statuses will require the PR;ME to either proivde a revised statement or provide source documentation that validates a
PRIME NAME
PRIME FOD NUMBER CONTRACT DOLLAR AMOUNT
p K 5�d; ®s
66-coii769 n fil -
ISTHEPRIMEAFLORIDA-CERTIFIEO DISADVANTAGED,
v=RAN Y lJ'
,&THEACT 17YOF THIS CONTRACT...
MINOInTi OR WOMEN BUSINESS ENTERPRISE?
DBE? Y ®
CON,; RUCTION ? Y }
(DJ1WJBE;Vi BEI OR HA vE A SMALLDISADVANTAGED
'i
Non -Minority Women
BUSI NESS $ACERTIFICATION FROM. THE SMALL BUSINESS
MBE? �
CONSULTATION? N
ADMINISTRATION? ASERVICEDISABLED VETERAN'
WBE? Y ®
OTHER? Y' N
5DB SA? 'i 62
IS THIS SUBMISSION A REVISION?
Y i
:F YES, REVrSION NUMBER
DBE i RAN
I SUBCONTRA AME CTOR R SUPPLIER I TMPEOFWORXSPE IALLTY OR ( See BeIoWI CCDE I DOLLAR AMOUINT I SUBISUPPLIER PERCE DOLLAROF OSNTAACT I
VJ63C;ec1., V,1) C,kk- cva
EMAILADDRESS OF PRIME (SUBMITTER) TELEPHONE NUMBER FAX NUMBER
N)4 (2--, pk-S+L2 , ,x,- . cpm 2 3q - 11 151q -5900 n /61 --
NOTE: ?his information is usedto track and report anticipated DBE or 1111E participation in federall,,funded contracts The anticipated DBE or
M Be amount is vol Ontar,, and will not become part Of the Contractual terms. This form must be submitted at time Of rPSponse to a
solicitation_ .f and when awarded a County contract, the prime will be asked to update the information Forthe grant compliance files.
ETHNKITY I I
I CODE
Black American
BA
HispaniCAmerican
HA
NatiVeArnerican
NA
Subcont. Asian American
SAA
Asian -Pacific American}
APA
Non -Minority Women
N1JW
other. not of airy odter group listedl
O
NAME � 1 COLLIER
EXHIBIT I - 8
DATE
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
(To be submitted with each bid or offelr,exceeding $100,0001
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, 'Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et
seq., apply to this certification and disclosure, if any.
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Contractor (Firm Name)
S' nature of Co actor orized Official
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Date
EXHIBIT I - 9
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
❑■ CCNA ❑ AIAN-C6PlA
Contract # 18 -7432 -AR
for
"Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this _ day of 2020
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") and
RG Architects, P.A.
authorized to do business in the State of Florida, whose business address is
1320 SE 15th Place, Cape Coral, Florida 33901 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
❑■ WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
❑■ WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
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1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
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1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
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1.12. The CONSULTANT designates Charles Gutekunst, AIA, NCARB 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-6746
Telephone: (239) 262-8383
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The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
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1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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FSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one L-1-)
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. ❑N Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized projector task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject projector task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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PSA Fixed "Perm Continuing Contract 2017.009 Ver.2
ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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PSA Fixed Term Continuing Convect 2017.009 Vert
unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. ■❑ CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name:
Division Director:
Address:
Procurement Services Division
Sandra
12-4901
Administrative Agent/PM: Evelyn Colon
Telephone: (239) 252-261
E-Mail(s): Evelyn.Colon
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PSA Fixed Term Continuing Contract 2017 009 Ver.2
,�,
16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: RG Architects, P.A.
Address: 1320 SE 15th Place
Authorized Agent:
Attention Name & Title:
Telephone:
E-Mail(s):
Charles Gutekunst, President
239-332-2040
crp as rgarchitectspa.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
010
17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. ❑■ Grant Funded Projects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box (IN ) expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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 the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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PSA Fixed Penn Continuing Contract 2017AM Ver.2
shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 suitor 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 TWENTY-ONE
IMMIGRATION LAW COMPLIANCE
21.1. By executing and entering into this agreement, the CONSULTANT is formally
acknowledging without exception or stipulation that it is fully responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
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PSA Fixed Tem Continuing Conimt 2017.009 Ver.2
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.
(signature page to follow)
Page 19 of 33
PSA Pixed'rerm Continuing Contract 2017.009 Ver.2
040
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Crystal K. Kinzel, Clerk of Court &
Comptroller
By: By:
Date Burt L. Saunders Chairman
Approved as to Form and Legality:
County Attorney
Name
Consultant:
Consultant's Witnesses: RG Architects, P.A.
l By:
Witness
Ryan Richards, Vice President Charles Gutekunst, President
N me and Title Name and Title
ness
Javier Salazar, Vice President
Name and Title
Page 20 of 33
PSA Fixed Tenn Continuing Contract 2017 009 Ver?
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract'
Contract Expiration Date: , 20_
This Work Order is for professional (describe) services for work known as
Project Name:
Project No:
The work is specified in the proposal dated , 20_ which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
• Task I
• Task It
• Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement 9 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) []Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
Task 1
Task 11
Task 111
TOTALFEE $
PREPARED BY:
Name and Title Date
APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts conceming past, present, or currently planned interest or activity (financial, contractual, organintional, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Finn agrees to notify the procurement Director, in writing within 48 hours of leaning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
G)
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4.p Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
8.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section 8.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
8.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. ❑■ Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effortestimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.
8.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 �; ,U
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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SCHEDULE B- ATTACHMENT 1
RATE SCHEDULE
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
❑1 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE
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 COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
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the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? ❑■ Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this .Agreement? ❑ Yes 0 \O
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes 0 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? 0 Yes ❑ No
A. Commercial General Liability Insurance,
maintained by the CONSULTANT. Coverage will
written on an "occurrence" basis, shall be
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
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PSA Fixed Tenn Continuing Contract 2017.009 Ver 2
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maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes ❑■ No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes ❑■ No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? ❑■ Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes 0 No
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PSA Fixed Term Continuing Contract 2017.009 Vert
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Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes ❑■ No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? ■❑ Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
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PSA Fixed Tenn Continuing Contract 2017.009 Vec2 CAO
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, RG Architects P.A. .(company's name)
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 " Professional Services Library- Architectural Study,Planning and Design Category "
project is accurate, complete and current as of the time of contracting.
BY -
TITLE: President
DATE: March 10, 2020
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PSA fixed term Continuing Cunlracl 2017 009 Ver 2 i
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SCHEDULEE
Other: Federal Contract Provisions and Assurances
(Description)
❑� following this page (pages 1 through 9
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Cominuing Contract 2017009 Ver 2
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
c 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
0 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in orderto satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT 1-1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terns and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www.eoa.aov/smm/comprehensive-procurement-guideline-cpo-
Program
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I - 2
C,A p
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4.
During the performance of this contract, the contractor agrees as follows
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff ortermination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
III. The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractors legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractors
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section. in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
I"
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 at seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
RPS NO.: 18-7432—AR PROFESSIONAL SERVICES LIBRARY, CRITERIA NO. 6 LICENSES &
INSURANCE
Collier County
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Solicitation 1&7432 -AR
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name RG Architects, P.A
PaIMIMPRA
Authorized Signature
R(#A VWTJct§, P.A
48
i
5WO19 4:20 PM p.29
RPS NO.: 18-7432—AR PROFESSIONAL SERVICES LIBRARY CRITERIA NO. 6 LICENSES &
INSURANCE
Collier County
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
Scliciteuon 18 -7432 -AR
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
RG Architects, P.A
By:
Signature
Charles Gutekunst, President
Name and Title
2070 McGregor Blvd Suite 3
Street Address
Fort Myers, Florida 33901
City, State, Zip
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
FgkAjWfit9pts, P.A 49
5162019 4:20 PM p. 30
EXHIBIT I
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
will be srrifH.d. UN:eNlable flal " "'11 require the PR.ME to Either prows a ref 34,1 statement a p v.Yde 50=0 documentation that validate;
A. PRIME VENDOR/CONTRACTOR INFORMATION
PRIME NAME PRIME FED NVMBER
fONTRACT DOLLAR AMOUNT
Ilftects PA 45 5295776 To Be Determined
WOMENAIERTI SENTE DVAIRAGED. .,�, per y THE ACTIVITY OF TH[SCONTRACT.-.
I WOMEN BU9N[SS ENrzeaRIPE?
'EEIORHAYFAWALLDISADVAh-rAGED OeE? y N CONSTRUCTION? y N
CERTFICAT*h FROM THE SMALL BUSINESS hieV v CONSULTATION'
nON? A SERbtCEDISASUOV'ETERAN, WSEt Y N
OTHER?
SOB BA? Y . N
r. rn:5 SUBM15S'OE/ A REVISION 'I y N F VES. RE•LSION NUMBER
8. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN -OWNED' SMALL
BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXT SECTION
DeF�M/WeE I SUSIC TRACTOR OR wPPU[R TYPE OF WORK OR E711NI[m CODE alan,.vo, ...
TOTALS
C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR
NAME OF sueR DAR
TtiLE of weMl
Charles Gutekunst January A2020
President
- w 1 eat tuqu 239 332 2049
NOTE: Tho inipmauon is lraed tO Vitlr antl,eport antwpated DBE ar IABf
MBE amount u yohntary and will nut become part Of the ContrR
aual�Rnss. This (form must be wbmated at hmeof �etpm30 to a
oDBE or
so!citatron. d and When awarded a Colum, Comract, the primn
e will be asked to update the Infonatim for the pant c pkancefile,
By:
D. SECTION TO BE COMPLETED BY COWER COUNTY
EXHIBIT i - 8
RPS NO.: 18-7432—AR PROFESSIONAL SERVICES LIBRARY
Collier cab Solicitation 1&7432 -AR
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
(To be submitted with each bid or offer exceeding $100,000
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2 If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all sutxecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 at
seq., apply to this certification and disclosure, if any.
RG Architects, RA
Contractor (Finn Name)
Signatureof Contractor's Authorized Official
Charles Gutekunst, President
Name and Title of Contractor's Authorized Official
05/09/19
Date
EXHIBIT I -9
RG Architects, RA
515/1019 4:20 PM
50 'CAO
v.32
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
❑1 CCNA ❑ C- ' ,
Contract # 18 -7432 -AR
for
" Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of 12020
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") and
StudioPlus, LLC
authorized to do business in the State of Florida, whose business address is
12271 Towne Lake Drive, Fort Myers, FL 33913 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
Al WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
0 WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
Page 1 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless
otherwise approved in writing by the Board of County Commissioners. 0 Work order
assignments for CCNA contracts shall be made in accordance with the current Procurement
Ordinance, as amended.
1.4. FN_1 (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
Page 2 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
Page 3 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1. 12. The CONSULTANT designates Christopher Ressler, Assoc. AIA, LEED AP BD + C 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order, The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
Page 4 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
�r _
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
Page 5 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
Page 6 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one C —1)
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. FE -1 Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect tothe applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2, Al CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name:
Division Director:
Address:
Administrative Agent/PM:
Telephone:
E-Mail(s):
Procurement Services Division
Sandra Herrera
3295 Tamiami Trail East
Naples, Florida 34112-4901
Evelyn Colon
(239) 252-2667
Evelyn. Colon(a colliercountyfl.gov
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16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: StudioPlus, LLC
Address: 12271 Towne Lake Drive
Fort Myers, FL 33913
Authorized Agent: Damon Romaneloo, CEO
Attention Name & Title: Christopher Ressler, Assoc. AIA, LEED AP BD + C
Telephone: 239-476-8888 / 571-239-3421
E-Mail(s): damonr@wearestudioplus.com / chrisr@wearestudioplus.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10, FN -1 Grant Funded Projects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box (M ) expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. K At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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 seg.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
Page 18 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
Page 19 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above,
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Crystal K. Kinzel, Clerk of Court &
Comptroller
By: By:
Date: Burt L. Saunders Chairman
Approved as to Form and Legality:
County Attorney
Name
Consultant's Witnesses:
Witne
V � 0lea-cam-. _
Name and Title
Name and Title
Consultant:
StudioPlus, LLC
By: '4
I/' z
ID I KC G, /✓rJ rn.J CAD
Name and Title
Page 20 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver..44-)
GO
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract'
Contract Expiration Date: , 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
Task I $
Task II $
Task III $
PREPARED BY:
TOTAL FEE $
Name and Title Date
APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Head Date
By the signature below, the Finn (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Finn agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
Page 21 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. Xi Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section 8.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. ❑■ Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
Page 23 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Title
Hourly Rate
Principal
$206
Senior Project Manager
$172
Project Manager
$147
Planner
$110
Senior Designer
$114
Designer
$94
Clerical/Administrative
$62
CADD Technician
$75
Senior Architect
$154
Architect
$121
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
0 Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
Page 26 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? ❑E Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes 101 No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes n No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? ❑■ Yes ❑ No
A. 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
Page 28 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes R No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes n No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? FNJ Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes 0 No
Page 29 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes 0 No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? FM -1 Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2 "
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, StudioPlus LLC (company's name)
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 " Professional Services Library Architectural Study, Planning and Design Category
project is accurate, complete and current as of the time of contracting.
TITL
DATE:
Page 32 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
Other:
SCHEDULE E
Federal Contract Provisions and Assurances
(Description)
FE -1 following this page (pages 1 through 9 )
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
t�'•t��
1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
0 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT I -1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-quideline-cpg
program
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I - 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
III. The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes,
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to Include In the
subcontract that (1) the subcontractor Is bound by the terns of this Agreement, (11) the subcontractor is
bound by all applicable state and federal laws and regulations, and (111) the subcontractor shall hold the
Department and Recipient harmless against all claims of Whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law, The recipient shall
document In the quarterly report the subcontractor's progress In performing Its work under this agreement,
For each subcontract, the Recipient shall provide a Milan statement to the Department as to whether the
subcontractor Is a minority vendor as defined In Section 288.703, Fla, Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name. s.W'1p P1t61 `GL
Date,_o' bh!
Authorized Signature,...---
EXHIarr i - 6
87
i
i� TL
FEDERA CONTRACT PROVISIONS AND ASSURANCES
EDER
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
F_
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The proapeclive subcgntractor of the Sub -recipient, Collier County, certifies, by submisslon of this
document, that neither It nor Its principals Is presently debarred, suspended, proposed for debarment,
declared Ineligible, orvolunlediy excluded from participation In this transaction by any Federal department
or agency,
(2) Where the Sub•reclpient's subcontractor Is unable to certify to the above statement the prospective
contract shall attach an explanation to this form,
CONTRACTOR
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Name and Title
1�2aJ�ou�vle Lave DOW.
Street Address
CRY, State, ZJ
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DUN Number
Sub-Reciplent Name: Collier County Board of County Commissioners
EXHIBIT I-7
EXHIBIT
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
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EXHIBIT I.8
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
ITa be submitted with each bid or offer exceedina $100.0001
The undersigned [Contractor] certifies, to the beat of his or her knowledge, the(:
1. No Federal appropriated funds have been paid orwill be paid, by or on behalf of the undersigned, to any person
for Influencing or allerppting to Influence an officer or employee of an agency, a Member of Congress, on officer
or employee of Congress, oran employee of a Member of Congress In connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering Into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement. ,
' 2, If any funds other then Federal appropriated funds have been paid or will be paid to any person for Influencing
or attempting to Influence an officer or employee of any agency, a Member of Congress, an offlceror employee of
Congress, or an employee of a Member of Congress In connection with (his Federal contract, grant, loan, or
cooperative agreement, the undersigned shell complete and submit Standard Form- LLL, 'Dlsclosure Form to
Report Lobbying; In accordance with Its Instructions,
3. The undersigned shell require that the language of this certification be Included In the award documents for all
subawards at all tiers (Including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subreciplents shall certify and disclose accordingly.
This certification Is a material representation of fact upon which reliance was placed when this transaction was
made or entered Into. Submission of this certification Is a prerequisite for making or entering Into this transection
Imposed by 31, U.S.C, § 1362 (as amended by the Lobbying Disclosure Act of 1986). Any person who falls to file
the required certification shall be subject to a civil penalty of not less then $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of Its certification and
disclosure. If any, In addition, the Contractor understands and agrees that the provisions or 31 U.S.C. § 3801 at
I seq„ apply to this certification and disclosure, H any.
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Contractor (Finn NNalnee) o
Signature of Contractor's Auth4 ed Official
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Name and Title of Contrdctor's Authorized official
Cale
EXHIBIT 1-9
toY
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
0 CCNA ❑ '
Contract # 18 -7432 -AR
for
" Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of 12020
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") and
Victor J. Latavish, Architect, P.A. ,
authorized to do business in the State of Florida, whose business address is
1400 Gulf Shore Boulevard North, Suite 148, Naples, Florida 34102 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
❑E WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
FE -1 -WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
Page 1 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
Page 2 of 32
PSA Fixed Term Continuing Contract 2017.009 Ver.2
O
v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
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1. 12. The CONSULTANT designates Victor J. Latavish, AIA 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13, The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
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The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
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1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1 ) additional one ( 1 )
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. � Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. 0 CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the .work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name:
Division Director:
Address:
Administrative Agent/PM:
Telephone:
E-Mail(s):
Procurement Services Division
Sandra Herrera
3295 Tamiami Trail East
Naples, Florida 34112-4901
Evelyn Colon
(239) 252-2667
Evelyn. Colon colliercountyfl.gov
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: Victor J. Latavish, Architect, P.A.
Address: 1400 Gulf Shore Boulevard North Suite 148
Naples, Florida 34102
Authorized Agent:
Attention Name & Title:
Telephone:
E-Mail(s):
Victor J. Latavish, AIA, President
239-643-1665
Office(aD_Latavish.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A
WORK ORDER
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE
Schedule D
CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E
Other: Federal Grant Provisions and Assurances
Solicitation #
18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. A-1 Grant Funded Proiects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. M At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
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f..
shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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 seg.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST:
Crystal K. Kinzel, Clerk of Court &
Comptroller
Date:
Approved as to Form and Legality:
County Attorney
Name
Consultant's Witnesses:
Qtness
Janelys Carballosa - Office Manager
Name and Title
Witness
Michael Thom
Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Burt L. Saunders , Chairman
Consultant:
Victor J. Latavish, Architect, P.A.
lwz
. f..
Victor J. Latavish, AIA - President
Name and Title
Page 20 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract"
Contract Expiration Date: 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): EINegotiated Lump Sum (NLS) nLump Stun Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
Task I $
Task II $
Task III $
TOTAL FEE $
PREPARED BY:
Name and Title Date
APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY:
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Finn has a potential conflict have been frilly disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer Date
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
N
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
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B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. 0 Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
8.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. 0 Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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ms''k
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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SCHEDULE B - ATTACHMENT 1
RATE SCHEDULE
Title
Hourly Rate
Principal Architect
$200
Architect
$165
Senior Project Manager
$165
Project Manger
$150
Senior Construction Administrator
$110
Construction Administrator
$100
Senior Inspector
$110
Inspector
$90
Senior Designer
$130
Designer
$105
CADD Technician
$90
Clerical/Administrative
$70
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
R Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
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PSA Fixed Term Continuing Contract 2017.009 Vey -2--,
(c of
t
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? FN -1 Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes 9 No
12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes 0 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? 0 Yes ❑ No
A. 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
Page 28 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$ 2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes F No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes F No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? 0 Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes R No
Page 29 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes FE -1 No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20, UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? R Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
Page 30 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Victor J. Latavish, Architect, P.A. (company's name)
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 "Professional Services Library- Architectural Study,Planning and Desi - n Category"
project is accurate, complete and current as of the time of contracting.
-=I
TITLE: President
DATE:
Page 32 of 33
March 11, 2020
PSA Fixed Term Continuing Contract 2017.009 Ver.2
9
Other:
SCHEDULE
Federal Contract Provisions and Assurances
(Description)
following this page (pages 1 through 9
F -I this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
0 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
0 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT I -1
mow..
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www epa gov/smm/comprehensive-procurement-quideline-cpq-
rp ogram
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT I - 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will pen -nit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name Motor J. Latavish Architect PA
Authorized Signature
EXHIBIT I - 6
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
Victor J. Latavish, Architect PA
By.
Signature
Victor J. Latavish, AIA, President
Name and Title
1400 Gulf Shore Boulevard North, Suite 148
Street Address
Naples, Florida 34116
City, State, Zip
603502741
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
EXHIBIT I - 7
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
will be Yetifed. uwwerifabte statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a
(t PRIME NAME I PRIME FE1D NUMBER I CONTRACT DOLLAR AMOUNT ____1
iSTHE PRIME A FLORIDA -CERTIFIED DISADVANTAGED, VETERAN Y 15 THE ACTIVITY OF THIS CONTRACT..,
MINORFTYORWOMEN BUSINESS ENTERPRISE? DBE? Y <=> CONSTRUCTION? Y
(13590-15FIWBE) OR HAVE A SMALL DISADVANTAGED CD
BUSINESS SA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y CONSULTATION? N
ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE? Y OTHER? N
SUB BA? Y
IS THIS SUBMISSION A REVISION? Y IF YES, REVISION NUMBER
B, IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN -OWNED, SMALL
BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXTSEC?ION
DBE M/WBE SUBCONTRACTOR OR SUPPLIERTYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT
VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS.
TBD TBD TBD TBD TBD TBD
NAME OF 5UMMITfER. DATE TITLE OF SUBMITTER
Victor J. Latavish May 9, 2019 President
EMAILADDRESS OF PRIME {SUBMITTER) TELEPHONE NUMBER FAX NUMBER
Email@Latavish.com 239-643-1665 n/a
NOTE: This information is used to track and report anticipated DBE or MBE participation in federally -funded contracts. The anticipated DBE or
MBE amount is votuntary and will not become part of the contractual terms. This form must be submitted at time of response to a
solicitation. tf andvrhen awarded a County contract, the prime will be asked to update the information for the grant compliance files.
FTA
a
EXHIBIT I - 8
slatkAmeriran —
BA
Hispanic American
HA
_
—' NativeAmeriran
NA
subcant. Asian American
SAA
Asian-PaclficAmerican
APA
Non -Minority Women
NMW
Other: notof any other group listedl
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EXHIBIT I - 8
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
(To be submitted with each bid or offer exceedina $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et
seq., apply to this certification and disclosure, if any.
Victor J. Latavish Architect, PA
Contractor (Firm Name)
Signature of Contractor's Authorized Official
Victor J. Latavish, President
Name and Title of Contractor's Authorized Official
May 9, 2019
Date
EXHIBIT I - 9
PROFESSIONAL SERVICES AGREEMENT
(FIXED TERM CONTINUING CONTRACT)
■❑ CCNA ❑
Contract # 18 -7432 -AR
for
" Professional Services Library- Architectural Study, Planning and Design Category
THIS AGREEMENT is made and entered into this day of , 2020
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") and
Wood Environment & Infrastructure Solutions, Inc. ,
authorized to do business in the State of Florida, whose business address is
1105 Lakewood Parkway, Suite 300, Alpharetta, GA 30009 (hereinafter
referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously
when a need arises in connection with a Collier County project; and
❑E WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation
Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional
services to a political subdivision, such as the County; and
FE] WHEREAS, the COUNTY has selected CONSULTANT in accordance with the
provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term
basis as directed by the COUNTY for such projects and tasks as may be required from time to
time by the COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. From time to time upon the written request or direction of the COUNTY as hereinafter
provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the
"Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be
requested by the COUNTY on an as -needed basis only, and COUNTY makes no representation
or guarantee to CONSULANT that the COUNTY will utilize CCONSUTLANT'S services
exclusively or at all.
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1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. The form of the Work Order is set forth in attached Schedule
A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes
all written Amendments or Change Orders to any particular Work Order. The CONSULTANT
acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the
maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties.
F■ Work order assignments for CCNA contracts shall be made in accordance with the current
Procurement Ordinance, as amended.
1.4. n (Multi -Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All
CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a
rotation list for professional service, as listed below.
1.4.1. Professional Services Library Rotation
a. Work assignments within each service category are awarded on a rotational basis
by the Procurement Division.
b. For each service category, the Procurement Service Division will place qualifying
firms in the Professional Services Library in the order they are ranked, with the
highest scoring firm placed in the first position in the rotation.
c. As each work assignment is identified the next firm in the rotation will be
offered the opportunity to negotiate that work assignment with the COUNTY's
Contract Administrative Agent/Project Manager.
d. Should a firm decline a work assignment, or be unable to reach a satisfactory
fee negotiation with the COUNTY within a reasonable time frame, the COUNTY
will contact the next firm on the list until the work assignment is successfully
negotiated.
e. Firms will have the option of rejecting one work assignment within each
service category within a twelve (12) month period without penalty. A second
work assignment rejection within any twelve (12) month period will cause the
firm to be skipped in the rotation. A firm who rejects three (3) work assignments
(or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12)
month period may be removed from the service category.
f. Firms wishing to reject a work assignment for any reason must complete a Work
Assignment Rejection Notification Form. A copy of this completed form must
be provided to the Procurement Division by the County's Contract Administrative
Agent/Project Manager.
g. Once a full rotation through all firms in a service category is complete, a method
that attempts to impart an equitable distribution of work among selected firms
will be based on prior dollars awarded; with the firm having received the least
amount of dollars being considered for the next work assignment.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
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v
1.4.1.1 Professional Services Library — Direct Selection. For work
assignments requiring unique experience or knowledge, including past experience on another
phase of the project, the County's Contract Administrative Agent/Project Manager may formally
request permission to forego the rotation and select a specific firm. This request will require
the completion of a Work Assignment Direct Select Form, which requires the approval of both a
Division Director and the Procurement Services Director. Firms that are directly selected for a
work assignment as a result of this process shall be passed on their next scheduled turn in the
rotation.
1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they
are required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be prepared
which incorporates the terms of the understanding reached by the parties with respect to such
Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order.
Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by the COUNTY and that the COUNTY does not represent or
guarantee to CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this
Agreement or any Work Order, or to obligate the COUNTY in any manner or way.
1.9. All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.10. 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.
1.11. 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 the COUNTY.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.12. The CONSULTANT designates Nestor Fernandez 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. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's
project coordinator for the Services to be provided under that Work Order (hereinafter referred to
as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on
behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects
of the Services to be provided and performed under the Work Order. Further, the Project
Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of
or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the
Project Coordinators shall devote whatever time is required to satisfactorily manage the services
to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT
further agrees that the Principal in Charge and Project Coordinators shall not be removed by
CONSULTANT without the COUNTY's prior written approval, and if so removed must be
immediately replaced with a person acceptable to the COUNTY.
1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written
request from the COUNTY 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, or any
applicable Work Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to the COUNTY.
1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by
CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76
F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those
contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records
required by the public agency to perform the service. If the Contractor transfers all
public records to the public agency upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the COUNTY in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the COUNTY shall have the discretion to
unilaterally terminate this Agreement immediately.
1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY
regarding resolution of each such conflict. The COUNTY's approval of the design documents in
no way relieves CONSULTANT of its obligation to deliver complete and accurate documents
necessary for successful construction of the Project.
1.16. 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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person,
firm or organization, without the COUNTY'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 the COUNTY prompt
written notice of any such subpoenas.
1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -
Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP,
etc.), and adhere to industry standard CAD specifications.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those
Services originally authorized in the Work Order. The agreed upon scope, compensation and
schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing
those Additional Services. With respect to the individuals with authority to authorize Additional
Services under this Agreement, such authority will be as established in the COUNTY's
Procurement Ordinance and Procedures in effect at the time such services are authorized.
Except in an emergency endangering life or property, any Additional Services must be approved
in writing via an Amendment or Change Order to the subject Work Order prior to starting such
services. The COUNTY will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional
Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part
of the Services originally required of CONSULTANT under the subject Work Order.
2.2. If the COUNTY determines that a change in a Work Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT
has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from
when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-
eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have
had to seek an adjustment to its compensation or time of performance under the subject Work
Order.
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
ARTICLE THREE
THE COUNTY'S RESPONSIBILITIES
3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 as set forth
in the Work Order;
b. The time the CONSULTANT is obligated to commence and complete all such services
as set forth in the Work Order; or
c. The amount of compensation the COUNTY is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2. The Project Manager shall:
a. Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's
requirements for the Services specified in the Work Order, including design objectives
and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations;
c. Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT's disposal all available information in the COUNTY's possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other data
relative to the subject Work Order;
d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if
any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the
COUNTY with respect to the Services to be rendered by CONSULTANT hereunder.
ARTICLE FOUR
TIME
4.1. Each Work Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Work Order. Said Schedule shall be in a form and content
satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced,
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
performed and completed in accordance with the Work Order and the Schedule. Time is of the
essence with respect to the performance of the Services under each Work Order.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days
after commencement of such delay, stating the specific cause or causes thereof, or be deemed
to have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services
from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY
will be the right to seek an extension of time to the Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned "No Damage
For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well
as claims based on late completion.
4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT under this Agreement (including any
and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations
hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the
CONSULTANT's performance is or will shortly be back on schedule.
4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue
performing Work under any particular Work Order or any payment issued by the COUNTY to
CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against
CONSULTANT for delay or any other damages hereunder.
4.6. The period of service shall be from the date of execution of this Agreement through
five ( 5 ) year(s) from that date, or until such time as all outstanding Work Orders issued
prior to the expiration of the Agreement period have been completed. The COUNTY may, at its
discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms
and conditions contained in this Agreement for one ( 1) additional one ( 1 )
year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's
intention to renew the Agreement term prior to the end of the Agreement term then in effect.
4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or his designee, shall give the CONSULTANT written notice of the
COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then
in effect.
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ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the COUNTY for
Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The
Project Manager, or designee, reserves the right to request proposals from this agreement
utilizing any of the following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no
hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction
of the COUNTY's Project Manager before payment for the fixed price contract is authorized.
Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor
time spent by the CONSULTANT's employees and subcontractors to perform the work (number
of hours times hourly rate), and for materials and equipment used in the project (cost of materials
plus the contractor's mark-up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts include
back-up documentation of costs; invoices would include number of hours worked and billing rate
by position (and not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule,
which is attached hereto, shall apply only to projects procured under the Time and Materials
pricing methodology specified in paragraph 5.1 above. ❑M Grant Funded: The hourly rates as
set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are
for purposes of providing estimate(s), as required by the grantor agency.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY,
CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents,
drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations,
reports and other technical data, other than working papers, prepared or developed by or for
CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall
specify whether the originals or copies of such Project Documents are to be delivered by
CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with
delivering to the COUNTY the Project Documents. The 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 the
COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a
nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with
respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY
that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
consents to the COUNTY's use of the Project Documents to complete the subject project or task
following CONSULTANT's termination for any reason or to perform additions to or remodeling,
replacement or renovations of the subject project or task. The CONSULTANT also acknowledges
the COUNTY may be making Project Documents available for review and information to various
third parties and hereby consents to such use by the COUNTY.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
7.1. The 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 this Agreement or
(b) the date of the Work Order is completed, whichever is later, or such later date as may be
required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY,
shall, free of charge, have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Agreement and during the five (5) year
period noted above, or such later date as may be required by law; provided, however, such activity
shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify
and hold harmless the COUNTY, 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.
This section does not pertain to any incident arising from the sole negligence of Collier County.
8.1.1. The duty to defend under this Article 8 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided to
CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will
survive the expiration or earlier termination of this Agreement until it is determined by final
judgment that an action against the COUNTY or an indemnified party for the matter indemnified
hereunder is fully and finally barred by the applicable statute of limitations.
8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services
Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design
Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein
shall be limited as provided in Section 725.08(1) & (2), Florida Statues.
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PSA Fixed Tenn Continuing Contract 20t7.009 Ver.2
ARTICLE NINE
INSURANCE
9.1. The 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 C to this
Agreement.
9.2. All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3. All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy, Professional
Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the
requirements of this Agreement shall name Collier County Board of County Commissioners, OR,
Board of County Commissioners in Collier County, OR, Collier County Government, 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
the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies
obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by
COUNTY.
9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify
this Agreement.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against
each other for damages covered by insurance to the extent insurance proceeds are paid and
received by the COUNTY, 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.
Page 11 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff,
unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this
Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then
otherwise exist without regard to this Agreement.
10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work. CONSULTANT shall
also identify in that Schedule each subconsultant and subcontractor it intends to utilize with
respect to the subject Work Order. All personnel, subconsultants and subcontractors identified
in the Schedule shall not be removed or replaced without the COUNTY's prior written consent.
10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant
or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any
subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations
and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued
Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall
preserve and protect the rights of the COUNTY under this Agreement, and any subsequently
issued Work Order, with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter
into similar agreements with its sub-subconsultants or sub -subcontractors.
10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such
contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY
upon any termination of this Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work
Order shall constitute a full waiver of any and all claims, except for insurance company
subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related
to those Services, and except those previously made in writing in accordance with the terms of
this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY
shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It
is agreed that either party hereto shall at any and all times have the right and option to terminate
this Agreement by giving to the other party not less than thirty (30) days prior written notice of
such termination. Upon this Agreement being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Agreement subsequent to the date
of termination, except that Services specified to be performed under a previously issued Work
Order, shall proceed to completion under the terms of this Agreement.
12.2. The CONSULTANT shall be considered in material default of this Agreement and such
default will be considered cause for the COUNTY to terminate this Agreement and any Work
Orders in effect, in whole or in part, as further set forth in this section, for any of the following
reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within
the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely
perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to
obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure
to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect,
or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work
Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2
shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and
CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.4 below.
12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in
effect, in whole or in part, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery
against the COUNTY shall be limited to that portion of the fee earned through the date of
termination, for any Work Orders so cancelled, together with any retainage withheld and any costs
reasonably incurred by CONSULTANT that are directly attributable to the termination, but
CONSULTANT shall not be entitled to any other or further recovery against the COUNTY,
including, but not limited to, anticipated fees or profits on Services not required to be performed.
CONSULTANT must mitigate all such costs to the greatest extent reasonably possible.
12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the
COUNTY all original papers, records, documents, drawings, models, and other material set forth
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
and described in this Agreement, including those described in Article 6, that are in
CONSULTANT's possession or under its control arising out of or relating to this Agreement or any
Work Orders.
12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the Services to be rendered hereunder
are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension
of time to its schedule in accordance with the procedures set forth in Article Four herein.
12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT
within forty-five (45) days after such payment is due as set forth in the Work Order or such other
time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails
to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement
or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within
fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT
may stop its performance under the subject Work Order until such default is cured, after giving
the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the applicable Work Order. If the Services are so stopped for a period of one
hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT's
intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover
from the COUNTY 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 the COUNTY.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any
company or person, other than a bona fide employee working solely for CONSULTANT, to solicit
or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon
or resulting from the award or making of this Agreement or any subsequent Work Order.
13.2. FE -1 CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida
Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate,
attached hereto and incorporated herein as Schedule D, certifying that wage rates and other
factual unit costs supporting the compensation for CONSULTANT's services to be provided under
this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete
and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT
agrees that the original price as set forth in each subsequent issued Work Order, if any, and any
additions thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the price as set forth in the Work Order was increased due to inaccurate, incomplete,
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
or non-current wage rates and other factual unit costs. All such adjustments shall be made within
one (1) year following the end of the subject Work Order.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
15.2. In the event that the need for changes to the Services under a Work Order may arise
during the course of the work, the associated tasks may be modified at the request of the Project
Manager or his designee. Written authorization from the Project Manager will be required in
accordance with the Procurement Ordinance, as amended, and Procedures. For any changes
that exceed an existing Work Order amount, the Work Order shall be modified to reflect the
increase prior to any related Services being performed.
15.3. All duly executed modifications to Work Orders (including all written modifications or
Changes thereto) are hereby incorporated into and made a part of this Agreement by reference.
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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
the COUNTY's address of record:
Board of County Commissioners for Collier County, Florida
Division Name: Procurement Services Division
Division Director: Sandra Herrera
Address: 3295 Tamiami Trail East
Naples, Florida 34112-4901
Administrative Agent/PM: Evelyn Colon
Telephone: (239) 252-2667
E-Mail(s): Evelyn. Colon ,colliercountyfl.gov
Page 15 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
r�4
16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to
the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT's address of record:
Company Name: Wood Environment & Infrastructure Solutions, Inc.
Address: 281 Airport Road South
Naples, FL 34104
Authorized Agent: Mark Tomczyk, Office Manager
Attention Name & Title: Nestor Fernandez, Contract Manager
Telephone: 305-613-4536 / 305-586-6594
E-Mail(s): mark.tomczyk(@woodplc.com / nestor.fernandez@woodplc.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the
COUNTY and assume towards the COUNTY 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 the COUNTY.
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.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
17.8. This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9. The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER
Schedule B RATE SCHEDULE
Schedule C INSURANCE
Schedule D CCNA Proiects: TRUTH IN NEGOTIATION CERTIFICATE
Schedule E Other: Federal Grant Provisions and Assurances
Solicitation # 18 -7432 -AR , including all Attachment(s), Exhibit(s) and
Addendum/Consultant's Proposal
17.10. Al Grant Funded Proiects: In the event of any conflict between or among the terms of
any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the
terms of the Agreement shall take precedence over the terms of all other Contract Documents,
except the terms of any Supplemental Grant Conditions shall take precedence over the
Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved
by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be
resolved by imposing the more strict or costly obligation under the Contract Documents upon the
CONSULTANT at the COUNTY's discretion.
17.11. Applicability. Sections corresponding to any checked box (■ ) expressly apply to the
terms of this Agreement.
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.
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1. The 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. M At the time this Agreement is
executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation
Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D.
The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any,
Page 17 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida
Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid, proposal, or reply on
a contract to provide any goods or services to a public entity; may not submit a
bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work; may not submit bids, proposals, or
replies on leases of real property to a public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and may not transact business with any public
entity in excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE 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 the COUNTY's staff person who would make the
presentation of any settlement reached during negotiations to the COUNTY 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
the COUNTY's staff person who would make the presentation of any settlement reached at
mediation to the COUNTY'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 TWENTY-ONE
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 seg.
and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to
Page 18 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
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.
(signature page to follow)
Page 19 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Crystal K. Kinzel, Clerk of Court &
Comptroller
By: By:
Date: Burt L. Saunders , Chairman
Approved as to Form and Legality:
County Attorney
Name
Consultant's Witnesses:
Witness
(�s lv k- A; 1-rH-A�2,4 5N .
Name and Title
zll/&,f/�-:t 6�Q;4;-i
itne
/Wil / aWQ
�`2/2az.o
Name and Title
Consultant:
Wood Environment & Infrastructure
Solutions, Inc.
By:
Name and Title
Page 20 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 ,fir
SCHEDULE A
WORK ORDER
Contract 00-0000 "Name of Contract"
Contract Expiration Date: 20
This Work Order is for professional (describe) services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In
accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work
Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement # 00-0000 will survive
and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in accordance with
following method(s): ONegotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material
(T&M) (established hourly rate — Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which
tasks) as provided in the attached proposal.
PREPARED BY:
APPROVED BY:
Task I
$
Task lI
$
Task III
$
TOTAL FEE
$
Name and Title
(Dept Name) , Division Director
Date
Date
APPROVED BY: —
type name, Department Head Date
By the signature below, the Firm (including employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all
relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed
work; and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises
during the Work Order and/or project duration.
ACCEPTED BY: (Firm Name)
Name & Title of Authorized Officer
Page 21 of 33
Date
PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B
BASIS OF COMPENSTATION
1. SERVICES
B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant
to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for
such Services, said proposal to be in compliance with the terms of this Agreement. If the parties
reach an agreement with respect to such Services, including, but not limited to the scope,
compensation and schedule for performance of those Services, a Work Order shall be issued
which incorporates the terms of the understanding reached by the parties with respect to such
Services.
B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of
(i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the
proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY
for the reimbursable expenses applicable to the contemplated Services to be performed by
CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such
estimate to the COUNTY based on CONSULTANT's good faith analysis.
B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant
to the procedures described herein. Reference to the term Work Order herein, with respect to
authorization of Services, includes all written Work Order Modifications or Amendments.
B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order.
CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such
Services.
B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
2. COMPENSATION TO CONSULTANT
B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT's invoice approved by the
COUNTY.
B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to
non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this Agreement.
Page 22 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
A"
B.2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments
to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses
or as a Lump Sum.
B.2.4. Al Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic,
premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement,
including all indirect payroll related costs and fringe benefits, all in accordance with and not in
excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly
Application for Payment, CONSULTANT shall submit detailed time records, and any other
documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor
Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall
be no overtime pay without the COUNTY's prior written approval.
13.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the
COUNTY 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 provision of Section B.3.4.1
below. There shall be no overtime pay on Additional Services without the COUNTY's prior written
approval.
B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's
monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable
not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has
completed such task as of that particular monthly billing.
B.2.5. Al Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum
amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall
submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in
terms of the total work effort estimated to be required for the completion of the Services authorized
under the Work Order 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. There shall be no overtime pay without the COUNTY's prior
written approval.
B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY
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 provisions of Section 3 below. There shall
be no overtime pay on Services or Additional Services without COUNTY's prior written approval.
B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited
to a maximum markup of five percent (5%) on the fees and expenses associated with such
subconsultants and subcontractors.
B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar
month, or as specified in the Work Order, statement of charges for the Services performed and
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
rendered by CONSULTANT during that time period, and for any the COUNTY authorized
reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during
that time period. The monthly statement shall be in such form and supported by such
documentation as may be required by the COUNTY. Notwithstanding anything herein to the
contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic
Services and Additional Services. Invoices shall be reasonably substantiated, identify the
services rendered and must be submitted in a form and manner required by the COUNTY.
B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the
COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are
due and payable.
3. REIMBURSABLE EXPENSES
B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with
supporting documentation.
B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring
any reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT's
performance of the Services, at its direct cost with no markup; to the extent such reimbursement
is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in
this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as stated below.
5.3.3.1. Cost for reproducing documents that exceed the number of documents described
in this Agreement and postage and handling of Drawings and Specifications including duplicate
sets at the completion of each Work Order for the COUNTY's review and approval.
5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project
related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved
by the COUNTY, may include coach airfare, standard accommodations and meals, all in
accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, 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.
5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance
and in writing by the COUNTY.
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
5.3.3.4. Permit Fees required by the Project.
5.3.3.5. Expense of models for the COUNTY's use.
5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.3.3.7. Other items on request and approved in writing by the COUNTY.
5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for
authorized reimbursable expenses, incurred by CONSULTANT in the performance of the
Services.
5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting
basis.
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PSA Fixed Term Continuing Contract 2017.009 Ver.2
SCHEDULE B -ATTACHMENT 1
RATE SCHEDULE
Title
Hourly Rate
Principal
$210
Senior Project Manager
$185
Project Manager
$162
Senior Engineer
$175
Engineer
$135
Senior Inspector
$106
Inspector
$84
Senior Planner
$153
Planner
$121
Senior Designer
$125
Designer
$103
Senior GIS Specialist
$149
GIS Specialist
$112
Clerical/Administrative
$68
Senior Technician
$94
Technician
$79
Surveyor and Mapper
$132
CADD Technician
$89
Survey Crew - 2 man
$143
Survey Crew - 3 man
$177
Survey Crew - 4 man
$208
Senior Architect
$175
Architect
$133
Senior Construction Administrator
$110
Construction Administrator
$100
The above hourly rates are applicable to Time and Materials task(s) only. The above list may not
be all inclusive. Hourly rates for additional categories required to provide particular project
services shall be mutually agreed upon by the County and firm, in writing, on a project by project
basis, as needed, and will be set forth in the Work Order agreed upon by the parties.
V Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required
by the grantor agency.
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PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
SCHEDULE C
INSURANCE COVERAGE
1. The amounts and types of insurance coverage shall conform to the following minimum
requirements with the use of Insurance Services Office (ISO) forms and endorsements or their
equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the
below listed minimum required coverages, CONSULTANT must identify on the Certificate of
Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANT's sole responsibility.
2. The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
3. Coverages shall be maintained without interruption from the date of commencement of the
services until the date of completion and acceptance of the Project by the COUNTY or as specified
in this Agreement, whichever is longer.
4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within
ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact
that CONSULTANT has acquired and put in place the insurance coverages and limits required
hereunder. In addition, certified, true and exact copies of all insurance policies required shall be
provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY.
CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or
limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve
CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate
limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately
take steps to have the aggregate limit reinstated to the full extent permitted under such policy.
5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self-
insurance program carried by the COUNTY applicable to this Project.
6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute
approval or agreement by the COUNTY 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 COUNTY.
8. Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand,
Page 27 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
the COUNTY has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY
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
COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of
any of its rights under the Agreement.
9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material
breach by CONSULTANT and the COUNTY may terminate the Agreement for cause.
10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY.
Required by this Agreement? ❑N Yes ❑ No
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 - The coverage must include Employers' Liability with a
minimum limit of $1,000,000 for each accident.
The insurance company shall waive all claims rights against the COUNTY and the policy shall be
so endorsed.
11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained
where applicable to the completion of the work. Required by this Agreement? ❑ Yes❑ No
12, Maritime Coverage (Jones Act) shall be maintained where applicable to the completion
of the work.
Required by this Agreement? ❑ Yes FE -1 No
13. COMMERCIAL GENERAL LIABILITY.
Required by this Agreement? W Yes ❑ No
A. 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
Page 28 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
maintained for a period of not less than five (5) years following the completion and acceptance by
the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the
following:
Coverage shall have minimum limits of $1,000,000 Per Occurrence,
$ 2,000,000 aggregate.
B. 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.
14. Collier County Board of County Commissioners, OR, Board of County Commissioners in
Collier County, OR, Collier County Government shall be listed as the Certificate Holder and
included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability
where required. The insurance shall be primary and non-contributory with respect to any other
insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's
policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with
the same insurance requirements that the Contractor is required to meet.
15. Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes 0 No
16. Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Required by this Agreement? ❑ Yes ❑E No
17. AUTOMOBILE LIABILITY INSURANCE.
Required by this Agreement? P Yes ❑ No
Business Auto Liability: Coverage shall have minimum limits of $ 500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This
shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The
ownership.
18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE.
Required by this Agreement? ❑ Yes n No
Page 29 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
Technology Errors and Omissions Insurance: Coverage shall have minimum limits of
$ Per Occurrence.
19. CYBER INSURANCE.
Required by this Agreement? ❑ Yes FE -1 No
Cyber Insurance: Coverage shall have minimum limits of $ Per Occurrence.
20. UMBRELLA LIABILITY.
A. 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.
B. 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.
21. PROFESSIONAL LIABILITY INSURANCE.
Required by this Agreement? R Yes ❑ No
A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its
legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under
this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and
aggregate.
B. Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the COUNTY.
C. 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 COUNTY.
D. The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or the COUNTY, 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 the COUNTY of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY.
Page 30 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
22. VALUABLE PAPERS INSURANCE.
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.
23. PROJECT PROFESSIONAL LIABILITY.
A. If the COUNTY notifies CONSULTANT that a project professional liability policy will
be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE
COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available
from the professional liability carrier for a reduction in the premium of CONSULTANT's
professional liability policy. If no credit is available from CONSULTANT's current professional
policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the
next renewal policy, if a renewal occurs during the term of the project policy (and on any
subsequent professional liability policies that renew during the term of the project policy).
CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit
accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a
credit on behalf of the COUNTY 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.
B. The CONSULTANT agrees to provide the following information when requested by
the COUNTY or the COUNTY's Project Manager:
1. The date the professional liability insurance renews.
2. Current policy limits.
3. Current deductibles/self-insured retention.
4. Current underwriter.
5. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
6. Cost of professional insurance as a percent of revenue.
7. Affirmation that the design firm will complete a timely project errors and omissions
application.
C. If the COUNTY elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and the COUNTY will provide professional liability
insurance, naming CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE C
Page 31 of 33
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
❑ this schedule is not applicable
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Wood Environment & Infrastructure Solutions, Inc. (company's name)
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 " Professional Services Library- Architectural Study, Planning and Design Category "
project is accurate, complete and current as of the time of contracting.
BY:.OZ&AJ --
TITLE: C.96c FI -CFL 011"",A G */f
DATE:
Page 32 of 33
3 -- (2 - Zc 2.0
PSA Fixed Tenn Continuing Contract 2017.009 Ver.2
Other:
SCHEDULE E
Federal Contract Provisions and Assurances
(Description)
0 following this page (pages 1 through 9 )
❑ this schedule is not applicable
Page 33 of 33
PSA Fixed Term Continuing Contract 2017.009 Ver.2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
FEDERAL EMERGENCY MANAGEMENT AGENCY
PUBLIC ASSISTANCE
This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal
Law requires that the Applicant's contracts relating to the project include certain provisions.
Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an
entity that receives a contract (including a purchase order).
Compliance with Federal Law, Regulations and Executive Orders: The Sub -Recipient (County) agrees
to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally -Funded
Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws
and regulations, and (iii) the subcontractor shall hold the Division and Sub -Recipient harmless against all
claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to
the extent allowed and required by law.
Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all
services under this contract in accordance with the following governing regulations along with any and all
other relevant Federal, State, and local laws, regulations, codes and ordinances:
o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards
o 44 C.F.R. Part 206
o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-
288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities
o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared
on or after April 1, 2017)
Reporting: The contractor will provide any information required to comply with the grantor agency
requirements and regulations pertaining to reporting. It is important that the contractor is aware of the
reporting requirements of the County, as the Federal or State granting agency may require the contractor
to provide certain information, documentation, and other reporting in order to satisfy reporting requirements
to the granting agency.
Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the
Comptroller General of the United States, or any of their authorized representative's access to any books,
documents, papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions. (2) The Contractor agrees to permit
any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions
as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized
representatives' access to construction or other work sites pertaining to the work being completed under
the contract.
DHS Seal, Logo, and Flags: The contractor shall not use the DHS seal(s), logos, crests, or reproductions
of flags or likenesses of DHS agency officials without specific FEMA pre- approval.
No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non -Federal entity, contractor, or any other party pertaining to
any matter resulting from the contract.
Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges
that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the
contractor's actions pertaining to this contract.
EXHIBIT I -1
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Energy Efficiency Standards: The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Termination: Should the Contractor be found to have failed to perform his services in a manner
satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause;
further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. In the event that the County terminates this Agreement,
Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned
through the date of termination. The Contractor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on portions of the services
not performed.
Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition
of "funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," the County must comply
with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Changes: See Standard Purchase Order Terms and Conditions.
Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract,
the Contractor shall make maximum use of products containing recovered materials that are EPA
designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for
compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii)
At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpq-
program
Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals
(defined at 2 C.F.R. § 180.995), or its affiliates .(defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2
C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into. (3) This certification is a material
representation of fact relied upon by the County. If it is later determined that the contractor did not comply
with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the
County, the Federal Government may pursue available remedies, including but not limited to suspension
and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Contracting with small and minority businesses, women's business enterprises, and labor surplus
area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)
Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
(2) Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
EXHIBIT 1- 2
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
(5) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department
of Commerce; and
(6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed
in paragraphs (1) through (5) of this section.
Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part
60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-1.3
must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4.
During the performance of this contract, the contractor agrees as follows:
The contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. The
contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish
information.
IV. The contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or workers' representative of the contractor's
commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to employees and applicants for employment.
V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
EXHIBIT I - 3
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
VI. The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts in accordance with procedures authorized in Executive Order 11246 of September 24,
1965, and such other sanctions may be imposed and remedies invoked as provided in Executive
Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions
will be binding upon each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of
enforcing such provisions including sanctions for noncompliance: Provided, however, that in the
event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction, the contractor may request the United States to enter into such
litigation to protect the interests of the United States.
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where
applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5).
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such
workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a territory, to such District
or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to
each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause
set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual
was required or permitted to work in excess of the standard workweek of forty hours without payment of
the overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal
agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on
account of work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally -assisted contract subject to the Contract
Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages
and liquidated damages as provided in the clause set forth in paragraph (2) of this section.
EXHIBIT I - 4
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section."
Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this
contract, all claims, counter -claims, disputes and other matters in question between the local
government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided
by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction.
Clean Air Act and Federal Water Pollution Control Act: (over $150,000) (1) The contractor agrees to
comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as
amended, 42 U.S.C. § 7401 et seq. (2) The contractor agrees to comply with all applicable standards,
orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. (3) The contractor agrees to report each violation to the County and understands and agrees
that the County will, in turn, report each violation as required to assure notification to the Federal Emergency
Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The
contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole
or in part with Federal assistance provided by FEMA.
Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended) (over $100,000): Contractors who
apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the
tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress,
officer or employee of Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the recipient."
State Provisions
Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted
vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract
with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any
public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the
convicted vendor list or on the discriminatory vendor list.
Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,
the judicial branch or any state agency.
Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes,
for the inspector general to have access to any records, data and other information deemed necessary to
carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section
20.055(5), Florida Statutes.
Record Retention - The contractor shall maintain and retain sufficient records demonstrating its
compliance with the terms of the Agreement for a period of at least five (5) years after final payment is
made and shall allow the County, FDEM, or its designee's access to such records upon request.
EXHIBIT I - 5
EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
Acknowledgement of Terms, Conditions, and Grant Clauses
Certification
If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract
must be available to the Department for review and approval. The vendor agrees to include in the
subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is
bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the
Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's
performance of work under this Agreement, to the extent allowed and required by law. The recipient shall
document in the quarterly report the subcontractor's progress in performing its work under this agreement.
For each subcontract, the Recipient shall provide a written statement to the Department as to whether the
subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat.
On behalf of my firm, I acknowledge, the grant requirements identified in this document.
Vendor/Contractor Name Wood Environment & Infrastructure Solutions, Inc.
Date 5/15/2019
Authorized Signature
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
LOBBYING CERTIFICATION
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, to the best of his or her knowledge, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et
seq., apply to this certification and disclosure, if any.
Wood Environment & Infrastructure Solutions, Inc.
Contractor (Firm Name)
lib,u
ignature of Contractor's Authorized Official
Mark Tomcyzk, PE, Office Manager
Name and Title of Contractor's Authorized Official
5/15/2019
Date
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
COLLIER COUNTY
ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT
status will be s*rifced. Unverifabfe statuses will require the PRIME to either proWe a revised statement or provide source documentation that validates a
status.
A� :FRIME<,liCAit3op/JCONTRA , OR'�P R[4 tTi(t :
PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT
Woo Environment &In rastructure
Solutions Inc. 91-1641772 To 6e Determined
157HE PRIME A FLORIDA -CERTIFIED DISADVANTAGED, VETERAN Y N 15 THE ACTIVITY OF THIS CONTRACT._
MINORITY OR WOMEN BUSMESS ENTERPRISE? DBE? Y g CONSTRUCTION? Y N
(DBEIMBE}WBE) OR HAVE A SMALL DISADVANTAGED
BUSTNESSBACERTIFICATION FROM THE SMALL BUSINESS MBE?Y N CONSULTATION? O N
ADMINISTRATION? A SERVICE DISABLED VETERAN? WB€? Y N OTHER? Y NO
SOB BA? Y N
IS THIS SUBMISSION A REVISION? Y N IF YES, REVISION NUMBER
ii,,. IF PRIPJ@E;HAS SttB t CRAGi ? i' iR SiTPPI IER 4hI11-11015 A CI#s,A�#1dANT tGfD 6� IN0RITY,1J�it61011 1k1, Ol", NIE Y, SIYJIALL; ,'
SWNESS'G04CERN 0111,5 DICE DISABLE UERAN, PR1I1tIE`IS
-roomi�L #E; 115�IiIE}CCSECTI
DBE M/'WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUBISUPPLI€R PERCENT OF CONTRACT
VETERAN NAME SPECIALTY {See Betow) DOLLAR AMOUNT DOLLARS
N/A
TOTALS:
C: SECTIONTO BECO EY PRIME VEIND IRjCC}N RACTC►iR..
NAME OF SUBMITTER DATE TITLE OFSUBMIIT£R
Mark Tomcyzk, PE 5/15/2019 Office Manager
EMAIL ADDRESS OF PRIME ISUBMRTERI TELEPHONE NUMBER FAX NUMBER
mark.tomcyzk@woodplc.com 305.586.6594 305.826.1799
NOTE: This information is usedto track and report anticipated DBE or MBE participation in federally -funded contracts_ The anticipated DBE or
MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a
solicitation. If and when awarded a county contrast, the prime will be asked to update the information for the grant compliance files.
B1ackAmerican _
BA
Hispanic American
HA
Native American
NA
Subcont. Asian American
SAA
Asia"acificAmerican
APA
Non -minority Womenj
NMW
other: not of any other group listedl
0
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EXHIBIT I
FEDERAL CONTRACT PROVISIONS AND ASSURANCES
CERTIFICATION REGARDINGDEBARMENT, SUSPENSION, INELIGIBILITY
and VOLUNTARY EXCLUSION
Contractor Covered Transactions
(1) The prospective subcontractor of the Sub -recipient, Collier County, certifies, by submission of this
document, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department
or agency.
(2) Where the Sub -recipient's subcontractor is unable to certify to the above statement, the prospective
contract shall attach an explanation to this form.
CONTRACTOR
Wood Environment & Infrastructure Solutions, Inc.
13
ature
Mark Tomcvzk, PE, Office Manager
Name and Title
281 Airport Road South
Street Address
Naples, Florida 34104
City, State, Zip
00-964-3354
DUNS Number
Sub -Recipient Name: Collier County Board of County Commissioners
'C"'d
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