Okaloosa County BOCC — November 1, 2016 — Agreement for Consulting Services — reading text

AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project AGREEMENT FOR CONSULTING SERVICES Engineering Services for Proposed Reclaimed Water Transmission Mains Project Between The Board of County Commissioners of Okaloosa County And POLYENGINEERING, INC. This Agreement made on _______________________, 2016 between Board of County Commissioners of Okaloosa County [COUNTY], whose address is 1250 N. Eglin Pkwy, Shalimar, Florida 32579, and Polyengineering, Inc. [CONSULTANT], a foreign corporation of Alabama authorized to conduct business in the State of Florida, having its principal office located at 102 Sunset Lane, Shalimar, FL 32579. RECITALS WHEREAS, County will require the services of a qualified engineering firm to perform certain professional and technical services for proposed Reclaimed Water Transmission Mains (PROJECT), as determined by the County; and WHEREAS, pursuant to Section 287.055, Florida Statutes, the County has selected CONSULTANT through a competitive selection process; and WHEREAS, the CONSULTANT has the expertise, and has thorough knowledge of such services, presented its expertise and knowledge in the statement of qualifications the CONSULTANT submitted to the County dated August 4, 2016 in response to RFQ #WS 63-16. NOW, THEREFORE, in consideration of the mutual promises herein, the County and the CONSULTANT agree as follows: SECTION 1. BASIC SERVICES 1.1. Recitals. The recitals set forth above are true and correct and are incorporated herein as essential terms of this AGREEMENT. Consultant’s proposal submittal to RFQ #WS 63-16 is also made part of this Agreement, attached hereto as Exhibit “C” and incorporated by reference. 1.2. Basic Services. The services to be performed under this AGREEMENT are described in further detail in Exhibit A- Scope of Services, attached to this AGREEMENT, and incorporated by reference. In general, the CONSULTANT agrees to provide the following services: Professional services required to complete the PROJECT including, but not limited to: serve as the Engineer of Record; produce engineering design plans; complete an Environmental Baseline Survey per Eglin AFB requirements; perform hydraulic modeling; prepare engineer’s cost estimates; permitting (fees to be provided by the County); engineering services during construction; perform grant administration and reporting; perform any miscellaneous engineering and technical service required in support of the project and specifically requested by the County. 1‐13  AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project 1.3. Term of Agreement. This AGREEMENT will become effective upon full execution of this document by both parties, and will be for a three (3) year period. Upon mutual written consent of both Parties, the Agreement may be renewed for additional one (1) year period until final completion of the construction project. SECTION 2. ADDITIONAL SERVICES 2.1. Written Authorization. Additional services may be required in carrying out the work. These Additional Services will be undertaken only upon written Amendment to the AGREEMENT and upon written authorization by both parties. SECTION 3. OBLIGATIONS OF THE COUNTY 3.1. The County’s Responsibilities. It is agreed that certain obligations shall be performed or furnished by the County. These obligations include: 3.1.1. Designating a representative who shall have authority to transmit instructions, receive information and enunciate the County’s policies and decisions; County’s representative shall be identified in the AGREEMENT. The County shall have the right, from time to time, to change the Designated Representative under the AGREEMENT, by sending notice at least ten (10) business days prior to the change in writing. 3.1.2. Arranging for and holding promptly any required meetings. 3.1.3. Provide boundary and topographical surveys of the transmission main route. Coordinate with existing utilities and show the utilities on the topographical surveys. Furnish depth of existing utilities on the topographical survey at locations where horizontal directional bores or jack-and-bores are required. 3.1.4. Making available to the CONSULTANT all known existing information which may, in any way, be pertinent to the work herein described. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by the County. 3.1.5. Respond within a reasonable time to the CONSULTANT's requests for written decisions or determinations, pertaining to the work, so as not to delay the services of the CONSULTANT. 3.1.6. Giving prompt written notice to the CONSULTANT whenever the County becomes aware of any event, occurrence, condition or circumstance which may substantially affect the CONSULTANT's performance of services under this AGREEMENT. SECTION 4. General CONSULTANT Obligations. 4.1. In addition to the specific scope(s) of service required under Exhibit A, CONSULTANT shall be responsible for the following: 4.1.1. CONSULTANT shall designate in writing a person to act as CONSULTANT's representative with respect to the services to be rendered under this AGREEMENT. Such person shall have complete authority to receive instructions and information from the County and interpret and define CONSULTANT's policies, specifications, and reports. CONSULTANT shall have the right, from time to time, to change the Designated 2‐13  AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project Representative under the AGREEMENT, by sending notice at least ten (10) business days prior to the change in writing. 4.1.2. CONSULTANT shall retain complete and accurate analytical and financial records of all work performed pursuant to this AGREEMENT for the longer of (1) the period of five years following completion of services; or (2) the minimum period specified by the Florida Department of State. This record retention period may, upon notice to the CONSULTANT by the County, be automatically extended during the course of any administrative or judicial action involving the the County regarding matters to which the records are relevant. 4.1.3. CONSULTANT shall maintain books, records, and documents directly pertinent to the performance under this AGREEMENT in accordance with generally accepted accounting principles consistently applied. The United States Environmental Protection Agency, the Comptroller General of the United States, the Department of Environmental Protection, the State, Okaloosa County, or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five years following this AGREEMENT’s completion. SECTION 5. Contractor Indemnification and Claims. 5.1. The County agrees to include within contracts pertaining to construction under this PROJECT provisions providing contractor indemnification of the County and CONSULTANT for other contractor's negligence. 5.2. The County shall require construction contractor(s) to name the County and CONSULTANT as additional insureds on the contractor’s general liability insurance policy. 5.3. Changes. The County may make or approve changes within the Scope of Services. If such changes affect CONSULTANT’s cost of or time for performance of the Services, an equitable adjustment may be made through an amendment in writing fully executed by both parties to the AGREEMENT. 5.4. Indemnification. CONSULTANT to the fullest extent permitted by law, shall indemnify and hold harmless the County, its officers and employees for any claims, damages, losses, and costs, including, but not limited to, reasonable attorney's fees and litigation costs, arising out of claims by third parties for property damage or bodily injury, including death, to the proportionate extent caused by the negligence or willful misconduct of CONSULTANT, CONSULTANT’s employees, affiliated corporations, and subcontractors in connection with Services performed The Parties further agree that nothing contained herein is intended to nor shall be construed a waiver of the County rights and immunities under Section 768.28. Florida Statutes, as amended from time to time. SECTION 6. TIME SCHEDULE 6.1. Authorization. Unless otherwise directed by the County, in writing, the CONSULTANT shall commence the performance of the Basic Services upon execution of the AGREEMENT by both parties which shall constitute Authorization to Proceed. 3‐13  AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project 6.2. Additional Services. Performance of any of the Additional Services described in Section 2 will commence as described in an executed written amendment to the AGREEMENT by both parties and shall be completed in accordance with a schedule set forth in the authoriza‐ tion. SECTION 7. AMOUNT AND METHOD OF PAYMENT 7.1. Method of Payment. For services provided under Section 1, Basic Services, and Section 2, Additional Services, payment shall be made in accordance with Exhibit B – Compensation and Hourly Per Diem Rate Schedule, attached hereto and incorporated by reference herein. CONSULTANT will submit invoices to the County each month covering services completed to date and for those deliverables being completed and submitted. Each invoice will be prepared in CONSULTANT’s standard form and supported by documentation according to CONSULTANT’s standard practice. CONSULTANT shall submit a progress report with each invoice. Within fifteen (15) days of receipt of the invoice, the County shall give detailed, written notice of any sums which it may reasonably dispute or contest. If the parties are unable to resolve the matter within thirty (30) days, only that portion so reasonably contested may be withheld from payment. Invoices will be numbered sequentially and specify the time period for charges, the work performed, the amount requested for that invoice and a total amount paid to date and budget remaining. The CONSULTANT shall clearly state “Final Invoice” on the CONSULTANT’s final/last invoice to the County. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the County. This invoice shall close all future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to