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

the County for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials required. 7.2. Payment by the County. The County will process payment to the CONSULTANT within thirty (30) days after receipt of CONSULTANT’s invoice. 7.3. Compensation. The compensation method for the various work task associated with this AGREEMENT are defined in Exhibit A- Scope of Services. Payment will be calculated and invoiced as either a percent complete for identified Lump Sum (LS) task or rate based for Time and Material (T&M) task. T&M task will be billed based on CONSULTANT’s Rates, included as Exhibit B – Compensation and Hourly Per Diem Rate Schedule, for the actual time worked on each task. Rates are not subject to change for the original term of this AGREEMENT. Rates are subject to change for any Amendments to this AGREEMENT. Reimbursement for Direct Expenses is also included in Exhibit B. 7.3.1. Direct Expenses are those necessary costs and charges incurred for the Project as described in Exhibit B. CONSULTANT has represented that they are local providers; therefore, in general, travel expenses are not allowed expenses and will not be reimbursed. Travel expenses may only be approved/reimbursed by the County for specialized technical support, which would be authorized in advance in the specific work task. Any and all direct expenses requested by the CONSULTANT shall only be eligible for reimbursement when proper documentation is provided with the invoice and payment request form. Fees not expressly provided on the rate schedule are not eligible for payment or reimbursement unless specifically authorized through a subsequent written and fully executed Amendment of this AGREEMENT. 4‐13  AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project 7.3.2. Rates to be utilized for the duration of this AGREEMENT are as described in the fee schedule included as Exhibit B. These rates include all allowances for salary, overhead, and fees, but do not include allowances for Direct Expenses, as outlined in Exhibit B. SECTION 8. CHANGES 8.1. Written Authorization. The County may, at any time, by written fully executed amendment to the AGREEMENT, make changes in the services or work to be performed within the general scope of this AGREEMENT, including alterations, reductions, therein or additions thereto. 8.2. Equitable Adjustment. Upon receipt by the CONSULTANT of the County’s notification of a contemplated change, the CONSULTANT shall (1) if requested by the County, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the County of any estimated change in the completion date, and (3) advise the County in writing if the contemplated change shall affect the CONSULTANT’s ability to meet the completion dates or schedules. If such changes cause an increase or decrease in the Consul- tant's cost of, or time required for, performance of any services, an equitable adjustment may be made and the AGREEMENT shall be modified in a fully executed written amendment. SECTION 9. DISPUTES 9.1. Dispute Resolution. If a dispute or complaint [Dispute] arises concerning this AGREEMENT, CONSULTANT and the County will use their best efforts to negotiate a resolution of the Dispute. SECTION 10. DELAY OR SUSPENSION OF WORK 10.1. Convenience of the County. The County may order the CONSULTANT to suspend, delay, or interrupt all or any part of the CONSULTANT's services for such period of time as the County may determine to be appropriate for the convenience of the County. 10.2. Adjustment for Delay or Suspension of Work. If the performance of all or any part of the CONSULTANT's services is suspended, delayed, or interrupted for the convenience of the County, an appropriate extension of time and compensation shall be made, and the AGREEMENT modified in writing accordingly. In the event CONSULTANT is delayed in performance of Services by any act or neglect of the County, or anyone for whom the County is responsible, then CONSULTANT’s compensation and the work schedule shall be equitably adjusted in writing. CONSULTANT’s work schedule shall be equitably adjusted in writing for delays due to or by Acts of God, strikes, lockouts, accidents, or other events beyond the control of CONSULTANT and the County. In the event delays are encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. SECTION 11. TERMINATION OF AGREEMENT 11.1. Written Notice. This AGREEMENT may be terminated by the County, without cause or for convenience, with sixty (60) calendar days' written notice. Furthermore, this AGREEMENT may be terminated with written notice for cause if either party fails substantially to perform 5‐13  AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project through no fault of the other and does not commence correction of such nonperformance within five (5) calendar days of written notice and diligently complete the correction thereafter. 11.2. Adjustment for Services Performed. In the event that this AGREEMENT is terminated by either party, the CONSULTANT shall be compensated for all services satisfactorily performed to the date of termination including reimbursable expenses, then due, and subcontractor termination costs. Such compensation shall be based on the arrangement set forth in the AGREEMENT or subsequent Amendments , unless otherwise agreed. SECTION 12. INSURANCE 12.1. CONSULTANT's Coverage. Prior to commencing work, the CONSULTANT shall obtain and maintain in effect for the duration of this AGREEMENT at its own cost and expense the following insurance with insurance companies licensed in the State of Florida and shall provide certificates evidencing such insurance, including coverage for contractual liability, to the County in a form acceptable to the County. Insurance carriers for General Liability and Motor Vehicle Liability shall be A+ rated by AM Best Company, and insurance carriers for Professional Liability shall be A rated by AM Best Company. All insurance carriers shall have a financial size of X or higher. 12.2. Additional Insured. The CONSULTANT’s policies or certificates for general and motor vehicle liability insurance shall name the County as an Additional Insured. 12.3. Certificate of Insurance. All policies or certificates therefore, shall provide that thirty (30) days prior to cancellation or material change in the policies, notice of same shall be given to the County by certified mail, return receipt requested, for all policies so affected. 12.4. Minimum Coverage. The minimum required coverage is the following: 12.4.1. Worker's Compensation and Employer's Liability. Worker's Compensation in compliance with the statutory requirements of the State and Employer's Liability in compliance with the statutory requirements of the State. 12.4.2. General Liability. Comprehensive general liability insurance covering operations, completed operations, contractual agreements, and independent contractors, each with minimum limits of liability as set forth below, issued to and covering the liability of the CONSULTANT with respect to all work performed by the CONSULTANT under this AGREEMENT. Bodily Injury, including death: $1,000,000 each person $1,000,000 each accident Property Damage: $500,000 each accident 12.4.3. Motor Vehicle Liability. Motor vehicle liability insurance including all owned, hired, or non-owned vehicle equipment for minimum limits of: Bodily Injury, including death: $1,000,000 each person $1,000,000 each accident 6‐13  AGREEMENT FOR ENGINEERING SERVICES Proposed Reclaimed Water Transmission Mains Project Property Damage: $500,000 each accident 12.4.4. Professional Liability. Professional liability insurance in an amount of at least $1,000,000 total limit of liability per claim and aggregate. 12.4.5. Other Insurance. If any work proceeds over or adjacent to water, other types of insurance are required to be secured and maintained, including but not limited to Jones Act, Longshoreman’s and Harbormaster’s, or the inclusion of any applicable rider to worker’s compensation insurance, and any necessary watercraft insurance, with limits of not less than $300,000 each. SECTION 13. GENERAL PROVISIONS 13.1. Successors. This AGREEMENT is binding on the successors and assigns of the County and CONSULTANT. The AGREEMENT may not be assigned by CONSULTANT in whole or in part to any third parties without the written consent of the County. 13.2. Independent Contractor. CONSULTANT represents that it is an independent contractor and is not an employee of the County and CONSULTANT shall be solely responsible for, at its own expense, withholding of all taxes, social security and insurance payments for its employees or agents. Under no circumstances shall CONSULTANT or any of CONSULTANT’s employees look to the County as his/her employer, or as partner, agent or principal. Neither CONSULTANT nor its employees shall be entitled to any benefits accorded to the County’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. 13.3. Notices. Written notices may be delivered in person or by certified mail, or by facsimile, or by courier. All notices shall be effective upon the date of receipt by the party. Notices shall be delivered or sent to the designated representative of the other party. All notices required in this Agreement shall be in writing to the Designated Representative listed below: 13.3.1. Representatives. 13.3.1.1. The authorized representatives of the County shall be: Name: Jeff Littrell Title: Director Company: Okaloosa County Water and Sewer Department Address: 1804 Lewis Turner Boulevard Fort Walton Beach, FL 32547 Telephone: 850.651.7172 Facsimile: 850.651.7193 E-Mail: jlittrell@co.okaloosa.fl.us 13.3.1.2. The authorized representative for CONSULTANT shall be: Name: Michael C. Evans, P.E. Title: Project Manager Company: Polyengineering, Inc. Address: PO Box 841 7‐13