Agenda 07/14/2020 Item #16F 2 (First Amendment to Agreement #16 -6571 w/Tindall-Oliver & Associates)16.F.2
07/14/2020
EXECUTIVE SUMMARY
Recommendation to approve the attached First Amendment to Agreement No. 16-6571 with
Tindale Oliver & Associates Inc., pertaining to the provision of professional Impact Fee Study
services, which provides for an additional one-year renewal term, or until a new contract can be
solicited and awarded by the Board, whichever is sooner, and a $200,000 increase to the
maximum amount that can be expended under the agreement through the renewal term.
OBJECTIVE: To approve a First Amendment to Agreement No. 16-6571 (the "Agreement")
providing for an additional one-year renewal term and an increase of the maximum expenditure under
the Agreement to ensure as -needed Impact Fee Study consulting services are available to County staff
until a new Impact Fee Study contract is solicited and awarded by the Board of County Commissioners
(Board).
CONSIDERATIONS: The Board awarded Request for Proposal No. 16-6571, "Impact Fee Study,"
and entered in Agreement No. 16-6571 with Tindale Oliver & Associates, Inc. ("Tindale") to provide
Impact Fee consulting services on September 13, 2016 (Agenda Item 16.17.2). The Agreement
provides for an initial one-year term, with three one-year renewal terms. The County has exercised all
three renewal terms, and the Agreement is currently scheduled to terminate on September 12, 2020.
During last year's legislative session, the Florida legislature considered a number of bills that, if
adopted, could significantly affect components of the impact fee study process, the collection of
impact fees, and the transfer of impact fee credits. Through the attached proposed First Amendment to
the Agreement, staff is recommending extending the Agreement for an additional one-year renewal
term, or until a new solicitation for Impact Fee Study services can be concluded and a new contract
awarded by the Board, whichever is sooner. By allowing this additional renewal year, staff can better
prepare for the upcoming legislative session and, more specifically, define the solicitation scope for
the next Impact Fee Study contract. In addition, staff is requesting that the Board increase the
maximum expenditure under the Agreement (through the proposed one-year extension) by an
additional $200,000. This would increase the allowable expenditure under the agreement from a four-
year term with a maximum spend of $950,000 to a five-year term with a maximum expenditure not to
exceed $1,150,000.
FISCAL IMPACT: The cost of impact fee update studies and indexing are funded by the applicable
Impact Fee Trust Funds. General impact fee consulting costs are budgeted through the Impact Fee
Administration, Fund 107. Funding is available for the purchase orders that may be issued in the
remaining Fiscal Year 2020 and will be similarly budgeted for projects in Fiscal Year 2021.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
action.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority
vote for Board approval.-SRT
RECOMMENDATION: To approve the attached First Amendment to Agreement No. 16-6571,
providing for an additional one-year renewal term, or until a new contract can be solicited and
awarded by the Board, whichever is sooner, and a $200,000 increase to the maximum expenditure
allowed under the Agreement, and to authorize the Chairman to sign the attached Amendment.
Prepared by: Ian Barnwell, Senior Operations Analyst, Capital Project Planning, Impact Fees and
Program Management Division
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16.F.2
07/14/2020
ATTACHMENT(S)
1. 16-6571 Amend# 1_Tindale0liver VendorSigned (PDF)
2. [LinkedX] 16-6571Tindale0liver&Associates_Contract (PDF)
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16. F.2
07/14/2020
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.17.2
Doe ID: 12716
Item Summary: Recommendation to approve the attached First Amendment to Agreement No.
16-6571 with Tindale Oliver & Associates Inc., pertaining to the provision of professional Impact Fee
Study services, which provides for an additional one-year renewal term, or until a new contract can be
solicited and awarded by the Board, whichever is sooner, and a $200,000 increase to the maximum
amount that can be expended under the agreement through the renewal term.
Meeting Date: 07/14/2020
Prepared by:
Title: Senior Grants and Housing Coordinator — Capital Project Planning, Impact Fees, and Program
Management
Name: Gino Santabarbara
06/23/2020 4:18 PM
Submitted by:
Title: Division Director - IF, CPP & PM — Capital Project Planning, Impact Fees, and Program
Management
Name: Amy Patterson
06/23/2020 4:18 PM
Approved By:
Review:
Growth Management Department
Judy Puig
Level 1 Reviewer
Procurement Services
Sandra Herrera
Level 1 Purchasing Gatekeeper
Capital Project Planning, Impact Fees, and Program Management Amy Patterson
Procurement Services
Sue Zimmerman
Additional Reviewer
Procurement Services
Sandra Herrera
Additional Reviewer
Growth Management Department
Jeanne Marcella
Deputy Department Head Review
Growth Management Department
Thaddeus Cohen
Department Head Review
County Attorney's Office
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Office of Management and Budget
Debra Windsor
Level 3 OMB Gatekeeper Review
Office of Management and Budget
Laura Zautcke
Additional Reviewer
County Manager's Office
Nick Casalanguida Level 4 County Manager Review
Board of County Commissioners
MaryJo Brock
Meeting Pending
Completed
06/23/2020 4:32 PM
Completed
06/24/2020 9:18 AM
Additional Reviewer
Completed
Completed
06/24/2020 1:24 PM
Completed
06/24/2020 1:35 PM
Skipped
06/18/2020 1:03 PM
Completed
06/25/2020 9:32 AM
Completed
06/25/2020 9:36 AM
Completed
06/25/2020 12:48 PM
Completed
06/29/2020 12:58 PM
Completed
07/05/2020 8:12 PM
07/14/2020 9:00 AM
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16.F.2.a
FIRST AMENDMENT TO AGREEMENT No. 16-6571
FOR
IMPACT FEE STUDY PROFESSIONAL SERVICES
THIS FIRST AMENDMENT is made and entered into on this 141h day of July 2020, by and
between Tindale-Oliver & Associates, Inc. (the "Consultant"), authorized to do business in the State
of Florida and whose business address is 1000 North Ashley Drive, Suite 100, Tampa, FL 33602, and
the Board of County Commissioners for Collier County, a political subdivision of the State of Florida,
(the "County").
WHEREAS, on September 13, 2016 (Agenda Item 16.F.2), the County entered into
Agreement No. 16-6571 with the Consultant to provide professional Impact Fee services on a fixed term
basis as directed by Owner for such projects and tasks as may be required from time to time; and
WHEREAS, the Agreement includes a one-year term with three one-year renewal terms,
which have all been exhausted, and the Agreement is scheduled to terminate on September 12, 2020,
unless otherwise extended; and
WHEREAS, the Agreement also includes a maximum expenditure per Purchase Order issued
under the Agreement of $200,000, with an overall maximum expenditure during the entire four-year
term of the Agreement in an amount not to exceed $950,000.00; and
WHEREAS, the County is planning to solicit a new contract for the provision of Impact Fee
services but in the interim the parties desire to amend the Agreement to: (1) extend the term for an
additional one-year period commencing from the current date of termination, or until a new contract is
awarded by the County, whichever is earlier; and (2) to increase the overall maximum expenditure under
the Agreement during the extended term by an additional $200,000 (from $950,000 to $1,150,000).
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed by the parties as follows:
1. Article 1, Consultant's Responsibility, Section 1.2, is hereby amended and revised as follows:
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 Purchase
Order issued pursuant to the procedures described herein. The form of the Purchase Order
shall include the attached Schedule A. Reference to the term "Purchase Order" herein,
with respect to authorization of Services, includes all written Purchase Order
Modifications or Amendments to any particular Purchase Order. CONSULTANT
acknowledges and agrees that each individual Purchase Order shall not exceed $200,000
unless otherwise approved in writing by the Board of County Commissioners, and that the
total initial compensation for all Purchase Orders issued under this Agreement shall not
Page 1 of 3
First Amendment to Agreement # 16-6571
Tindale-Oliver & Associates, Inc.
Words Stxuek Througk are deleted; Words Underlined are added
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1 6.F.2.a
exceed $750,000 annually, and that the maximum contract value over fouf (4) five 5
years shall not exceed nine dr-a�Tthousand do's ($950nnn nm one million one
hundred and fifty thousand dollars ($1,150,000.00) unless otherwise approved by the
Board of County Commissioners of Collier County.
2. Article 4, Time, Section 4.6, is hereby amended and revised as follows:
4.6 The period of service shall be from the date of execution of this Agreement
through one (1) year from that date, or until such time as all outstanding Purchase Orders
issued prior to the expiration of the Agreement period have been completed. This
Agreement may be renewed for an additional tree -(3) four 4 years, renewable annually,
with the fourth renewal period being terminable should the County re -solicit such services
in accordance with the termination provisions provided in Article 12 Section 12.1 of the
Agreement. Any such annual renewal shall be agreed to, in writing, by both parties.
3. Except as modified through this Agreement, all other terms and conditions shall remain the
same.
IN WITNESS WHEREOF, the Parties have executed this First Amendment on the date and
year first written above by an authorized person or agent.
ATTEST:
Crystal K. Kinzel, Clerk of Courts &
Comptroller
Dated:
(SEAL)
Approved as to Form and Legality:
Scott R. Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
M.
Burt L. Saunders, Chairman
Page 2 of 3
First Amendment to Agreement # 16-6571
Tindale-Oliver & Associates, Inc.
WordsStrneli ThFoug# are deleted; Words Underlined are added
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1 6.F.2.a
Consultant's Witnesses:
*Firstiss
Lacy &n9ac keq
TType/ rint witne nameT
Second W tress
TType/pri t witness nameT
CONSULTANT:
Tindale-Oliver & Associates, Inc.
By; i �44, (
Signature
S�z ve? R • 1 i� M c/a Je C FC,
Steven A. Tindale, Chief Executive Officer
Page 3 of 3
First Amendment to Agreement # 16-6571
Tindale-Oliver & Associates, Inc.
Words StrueliThreuglt are deleted; Words Underlined are added
C -Z
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Contract # 16-6571
"Impact Fee Study"
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this I&Aday of �� 20A, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Tindale-Oliver &
Associates, Inc., authorized to do business in the State of Florida, whose business address is 1000
North Ashley Drive, Suite 100, Tampa, FL 33602 (hereinafter referred to as the "CONSULTANT"
and/or "CONTRACTOR").
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT Impact Fee services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT Impact Fee services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER.
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant Impact Fee services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Purchase Order issued
pursuant to the procedures described herein. The form of the Purchase Order shall include the
attached Schedule A. Reference to the term "Purchase Order" herein, with respect to authorization of
Services, includes all written Purchase Order Modifications or Amendments to any particular
Purchase Order. CONSULTANT acknowledges and agrees that each individual Purchase Order
shall not exceed $200,000 unless otherwise approved in writing by the Board of County
Commissioners, and that the total initial compensation for all Purchase Orders issued under this
Agreement shall not exceed $750,000 annually, and that the maximum contract value over four (4)
years shall not exceed nine hundred fifty thousand dollars ($950,000.00) unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Purchase Order. Any Services provided by CONSULTANT without a written Purchase Order
shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Purchase 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 Purchase Order.
1.2.3 Upon execution of a Purchase Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Purchase Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Purchase Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Purchase Orders (including all written modifications or Changes
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Steven A. Tindale, P.E. as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Purchase Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Purchase 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 Purchase Order. Further, the Project Coordinator has full
authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the
PUrchase Order. The CONSULTANT agrees that the Principal in Charge and the Project
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Coordinators shall devote whatever time is required to satisfactorily manage the services to be
provided and performed by the CONSULTANT under the Purchase Order. CONSULTANT further
agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT
without OWNER'S prior written approval, and if so removed must be immediately replaced with a
person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Purchase Order, said request may be made with or without cause. Any personnel so
removed must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Impact Fee services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
laws, statutes, 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
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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
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
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completion of the contract, the Consultant 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.
Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this
Agreement and the County shall have the discretion to unilaterally terminate this Agreement
immediately.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of
such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each
such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its
obligation to deliver complete and accurate documents necessary for successful completion of the
Services required under the subject Purchase Order.
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal
requirements and/or codes and ordinances applicable to Consultant's performance of the work as
related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to
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make sole determination regarding deductions. After notification of deficiency, if the Consultant fails
to correct the deficiency within the specified timeframe, these funds would be forfeited by the
Consultant. The County may also deduct or charge the Consultant for services and/or items
necessary to correct the deficiencies directly related to the Consultant's non-performance whether or
not the County obtained substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP, etc), and adhere to industry
standard CAD specifications.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Purchase
Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Purchase Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S 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 Purchase Order prior to starting such services. OWNER will not be responsible
for the costs of Additional Services commenced without such express prior written approval. Failure
to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim
by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such
Work is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Purchase Order.
2.2 If OWNER determines that a change in a Purchase Order is required because of the action
taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be
issued to document the consequences of the changes or variations, provided that CONSULTANT has
delivered written notice to OWNER of the emergency within forty-eight (48) hours from when
CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48)
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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 Purchase Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Purchase Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Purchase Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Purchase Order. However, the Project Manager is
not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would
have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Purchase Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Purchase Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Purchase 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;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Purchase Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Purchase Order, including existing
drawings, specifications, shop drawings, product literature, previous reports and
any other data relative to the subject Purchase Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Purchase Order to perform the Services to be provided by
CONSULTANT under the subject Purchase Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Purchase Order will have a time schedule ("Schedule") for the performance of the
Services required under the subject Purchase Order. Said Schedule shall be in a form and content
satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed
and completed in accordance with the Purchase Order and the Schedule. Time is of the essence
with respect to the performance of the Services under each Purchase Order.
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Purchase Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT.fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Purchase
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
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such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Purchase Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Purchase Orders issued prior to the
expiration of the Agreement period have been completed. This Agreement may be renewed for an
additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in
writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Purchase 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
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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.
Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including
labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e.
installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit
price and the number of units received (no contractor inventory or cost verification).
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Purchase Order, statement of charges for the Services performed and rendered by
CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
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Agreement Number, Purchase Order Number, Purchase Order Number and Project Site description
(if any).
5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply
only to projects procured under the Time and Materials pricing methodology specified in paragraph
5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in
conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as
directed by OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup; to the extent such reimbursement is
permitted in the Purchase Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
Purchase Order, except for local travel within Collier or Lee Counties, as
provided in Section 112.061, F.S., and all Contract -related mileage for trips
that are from/to destinations outside of Collier or Lee Counties approved by
OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of documents
described in this Agreement and postage and handling of Drawings and
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Specifications, including duplicate sets at the completion of each Purchase
Order for the OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Purchase Order required under the applicable Purchase Order.
5.2.2.6Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.4 Prior to issuing any Purchase Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Purchase Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Purchase Order. CONSULTANT shall
promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
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5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Purchase Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Purchase
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
essence with respect to the timely submission of invoices under this agreement.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Purchase Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Purchase Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
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Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the: Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Purchase Order is completed, whichever is later, or such later date as may be required by law.
OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the
right to audit, inspect and copy all such records and documentation as often as they deem necessary
during the period of this Agreement and during the five (5) year period noted above, or such later date
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as may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Purchase Order, CONSULTANT shall furnish to OWNER
any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence
and/or payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
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.
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ARTICLE 9 INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
this Agreement shall name Collier County Government, Collier County, Florida, as an additional
insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
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Z C)
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Purchase Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Purchase Order. Such
personnel shall be committed to the project or task specified in the Purchase Order in accordance
with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that
Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject
Purchase Order. All personnel, subconsultants and subcontractors identified in the Schedule shall
not be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued
Purchase Order, and to assume toward the CONSULTANT all the obligations and responsibilities
which the CONSULTANT, by this Agreement and any subsequently issued Purchase Order, assumes
toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the
rights of the OWNER under this Agreement, and any subsequently issued Purchase Order, with
respect to the Services to be performed by the subconsultant or subcontractor so that the
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subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the
CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements
with its sub-subconsultants or sub -subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Purchase Order
shall constitute a full waiver of any and all claims, except for insurance company subrogation claims,
by it against OWNER arising out of the Purchase 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 Purchase Order as unsettled. Neither the
acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of
any of OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
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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 Purchase
Order, shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Purchase Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
t
CONSULTANT'S failure to begin Services under any particular Purchase Order within the times
specified under that Purchase Order, or (b) CONSULTANT'S failure to properly and timely perform
the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency
or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S
principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances,
regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms
and conditions of this Agreement and any Purchase Orders in effect, or (f) for any other just cause.
The OWNER may so terminate this Agreement and any Purchase Orders in effect, in whole or in part,
by giving the CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
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be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Purchase Orders in effect,
in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In
the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Purchase Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Purchase Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
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suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Purchase Order or such other time as
required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some
material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued
Purchase Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving
written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the
subject Purchase Order until such default is cured, after giving OWNER a second fourteen (14) days
written notice of CONSULTANT'S intention to stop performance under the applicable Purchase
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 Purchase Order by giving written
notice to OWNER of CONSULTANT'S intent to terminate that Purchase Order. If OWNER does not
cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice,
CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the
subject Purchase Order and recover from the Owner payment for Services performed through the
termination date, but in no event shall CONSULTANT be entitled to payment for Services not
performed or any other damages from Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Purchase Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Purchase Order issued hereafter, if any, are accurate, complete and current at the time
of the Agreement or such subsequent Purchase Order. The CONSULTANT agrees that the original
price as set forth in each subsequent issued Purchase Order, if any, and any additions thereto shall
be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in
the Purchase Order was increased due to inaccurate, incomplete, or non -current wage rates and
other factual unit costs. All such adjustments shall be made within one (1) year following the end of
the subject Purchase Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division
Telephone: 239-252-8407
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Fax: 239-252-6480
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Tindale-Oliver & Associates, Inc.
1000 North Ashley Drive, Suite 100
Tampa, FL 33602
Telephone: 813-224-8862
Fax: 813-226-2106
Attn: Steven A. Tindale, P.E.
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
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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. Further, The CONSULTANT agrees that any
Purchase Order that extends beyond the expiration date of this Agreement will survive and remain
subject to the terms and conditions of this Agreement until the completion or termination of the
Purchase Order.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
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Schedule A
PURCHASE ORDER FORM
Schedule B
RATE SCHEDULE
Schedule C
INSURANCE COVERAGE
Schedule D
TRUTH IN NEGOTIATION CERTIFICATE
The CONSULANT's Proposal and RFP # 16-6571, are hereby incorporated by reference.
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
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or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and
deliver to OWNER the Truth -In -Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Purchase Order, if any, shall be adjusted to exclude any sums by which
OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent
wage rates and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
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decision -making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision -making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seg. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Impact Fee Study the day and year first written above.
ATTEST:
Dwight,E.. Brock, lFi xk
By
Date: �12G�i(p
attest as` -to i"'s
signature only.
pp ove as,jr and Legality
Assistant County Attorney
bQpuk"11-i
Witness
Lucy Bengochea, Accounting Manager
Typed Name and Title
Witness
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
4nna Fiala, Chairman
Tindale-Oliver & Associates, Inc.
Steven A. Tindale, Chief Executive Officer
Typed Name and Title
Angel P. Acey-Hayden, Accounting Assistant
Typed Name and Title
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G
SCHEDULE A
PURCHASE ORDER
Contract 00-0000 "Name of Contract'
Contract Expiration Date: , 201
This Purchase 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 Purchase Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Purchase Order/Purchase Order is
assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task -
* Task II
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this
Purchase Order. The Consultant agrees that any Purchase 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 Purchase Order.
Compensation: In accordance with Article Five of the Agreement, 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 $
Task II $
Task III $
TOTALFEE
Name and Title
(Dept Name) , Division Director
Date
Date
type name, Department Administrator 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 Purchase Order and/or project duration.
ACCEPTED BY: (Company Name)
Name & Title of Authorized Company Officer
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SCHEDULE B
RATE SCHEDULE
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Principal
$211.00
Senior Project Manager
$178.00
Project Manager
$160.00
Senior Engineer
$167.00
Engineer
$129.00
Senior Planner
$151.00
Planner
$119.00
Senior GIS Specialist
$157.00
GIS Specialist
$108.00
CADD Technician
$92.00
Clerical
$65.00
The above hourly rates are applicable to Time and Materials projects only and may not be
all inclusive. Additional hourly rates for other personnel may be added upon mutual
agreement in advance and in writing by the Project Manager and the Consultant, without
further Board approval.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self -insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self -insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self -insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non -renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any
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Purchase Orders issued pursuant to the Agreement or at its sole discretion shall be
authorized to purchase such coverages and charge the CONSULTANT for such
coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs
within thirty (30) days after demand, OWNER has the right to offset these costs from
any amount due CONSULTANT under this Agreement or any other agreement between
OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase
such insurance, nor shall it be responsible for the coverages purchased or the
insurance company or companies used. The decision of the OWNER to purchase such
insurance coverages shall in no way be construed to be a waiver of any of its rights
under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Purchase Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Purchase Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
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Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one, if applicable)
x $100, 000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
Applicable x Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
Applicable x Not Applicable
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COMMERCIAL GENERAL LIABILITY
Required by this Agreement? x Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
Single Limit per Occurrence $300,000
Products/Completed Operations Aggregate $300,000
Aggregate $300,000
Single Limit per Occurrence $500,000
Products/Completed Operations Aggregate $500,000
Aggregate $500,000
x Single Limit per Occurrence $1,000,000
Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000
(6) 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
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CONSULTANT. Deductibles or self -insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(7) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(8) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
Applicable x Not Applicable
(9) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? Yes x No
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(10) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non -owned or hired vehicle with
limits of not less than:
Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(11) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(12) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? x Yes No
(13) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recovery against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
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$ 500,000 each claim and in the aggregate
x $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
(14) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(15) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(16) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non -renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
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VALUABLE PAPERS INSURANCE
(17) In the sole discretion of the County, on a Purchase Order by Purchase
Order basis, CONSULTANT may be required to purchase valuable papers and records
coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other
printed documents in an amount sufficient to cover the cost of recreating or
reconstructing valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(18) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project -specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self -insured retention and the risk of
uninsured or underinsured consultants.
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(19) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles/self-insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application.
(20) If OWNER elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Tindale-Oliver & Associates, Inc. hereby certifies that
wages, rates and other factual unit costs supporting the compensation for the services
of the CONSULTANT to be provided under the Professional Services Agreement,
concerning Impact Fee Study are accurate, complete and current as of the time of
contracting.
Tindale-Oliver & Associates, Inc.
TITLE: Chief Executive Officer
DATE: August 30, 2016
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