Okaloosa County BOCC — June 17, 2014 — Agreement For Consulting Services — reading text

AGREEMENT FOR OWNER’S REPRESENTATIVE AND DESIGN CRITERIA PROFESSIONAL SERVICES ARBENNIE PRITCHETT WRF 5 MGD EXPANSION DESIGN BUILD PROJECT AGREEMENT FOR CONSULTING SERVICES (Owner’s Representative and Design Criteria Professional Services for the Arbennie Pritchett WRF 5 MGD Expansion Design Build Project) This Agreement made on , 2014 between Board of County Commissioners, Okaloosa County, FL [CLIENT], whose address is 101 East James Lee Boulevard, Crestview, Florida 32536,and Constantine Engineering, Inc., [CONSULTANT], a Florida Corporation having a Florida office located at 1988 Lewis Turner Blvd., Unit 3, Fort Walton Beach, Florida, 32547. RECITALS WHEREAS, CLIENT will require the services of qualified firms to perform certain professional and technical services as the Owner’s Representative and Design Criteria Professional Services for CLIENT’s Arbennie Pritchett WRF Expansion Design Build Project (PROJECT), as determined by the CLIENT; and WHEREAS, pursuant to Section 287.055, Florida Statutes, CLIENT has selected CONSULTANT through a competitive selection process; and WHEREAS, the CONSULTANT has the expertise and has thorough knowledge of such services, and has presented its expertise and knowledge in the statement of qualifications the CONSULTANT submitted to CLIENT dated March 28, 2014 in response to RFQ #WS 37-14. NOW, THEREFORE, in consideration of the mutual promises herein, CLIENT 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. 1.2. Basic Services. The services to be performed under this AGREEMENT described in Exhibit A- Scope of Services, attached to this AGREEMENT. In general the following services the CONSULTANT agrees to provide include: Professional services required to complete the PROJECT including, but not limited to: engineering studies; surveys; engineering design; preparation of plans, specifications, and contract documents; preparation of cost estimates; obtaining necessary federal, state, and local governmental agency permits (fees to be provided by County); construction inspections; construction management; contract administration; project completion certifications and as- builts as may be required; design-build services; subsurface utility engineering; presentations to the Board of County Commissioners and the general public. . 1.3. Term of Agreement. This AGREEMENT will become effective upon completion of signatures by both parties and will be for a six (6) year period. It may automatically be renewed for additional one-year periods until final completion of the Design/Build 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 authorization by both parties. 1-10 AGREEMENT FOR OWNER’S REPRESENTATIVE AND DESIGN CRITERIA PROFESSIONAL SERVICES ARBENNIE PRITCHETT WRF 5 MGD EXPANSION DESIGN BUILD PROJECT SECTION 3. OBLIGATIONS OF CLIENT 3.1. CLIENT Responsibilities. It is agreed that certain obligations shall be performed or furnished by CLIENT. These obligations include: 3.1.1. 3.1.2. 3.1.3. 3.1.4, 3.1.5. 3.1.6. Designating a representative who shall have authority to transmit instructions, receive information and enunciate CLIENT's policies and decisions; CLIENT's representative shall be identified in the AGREEMENT. Arranging for and holding promptly any required meetings. Providing access to and obtaining permission for the CONSULTANT to enter upon public and/or private lands as required for CONSULTANT to perform surveys, observations, or other necessary functions. CONSULTANT will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CLIENT. 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 CLIENT. Responding 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. Giving prompt written notice to the CONSULTANT whenever CLIENT becomes aware of any event, occurrence, condition or circumstance which may substantially affect the CONSULTANT's performance of services under this AGREEMENT. 3.2. Contractor Indemnification and Claims. 3.2.1. 3.2.2. 3.2.3. 3.2.4, 3.2.5. SECTION 4. CLIENT agrees to include the provisions of Section 11.17 of this AGREEMENT in all construction contracts with contractors. CLIENT agrees to include provisions providing contractor indemnification of CLIENT and CONSULTANT for other contractor's negligence. CLIENT shall require construction contractor(s) to name CLIENT and CONSULTANT as additional insureds on the contractor’s general liability insurance policy. CLIENT agrees to include the following clause in all contracts with equipment or materials suppliers: “Contractors, subcontractors, and equipment and material suppliers on the Project, or their sureties, shall maintain no direct action against CONSULTANT, CONSULTANT's officers, employees, affiliated corporations, and subcontractors for any claim arising out of, in connection with, or resulting from the CONSULTANT services performed. CLIENT will be the only beneficiary of any undertaking by CONSULTANT." Changes. CLIENT 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 to the AGREEMENT. TIME SCHEDULE 4.1. Authorization. Unless otherwise directed by CLIENT, the CONSULTANT shall commence the performance of the Basic Services upon execution of the AGREEMENT by both parties which shall constitute Authorization to Proceed. 2-10 AGREEMENT FOR OWNER’S REPRESENTATIVE AND DESIGN CRITERIA PROFESSIONAL SERVICES ARBENNIE PRITCHETT WRF 5 MGD EXPANSION DESIGN BUILD PROJECT 4.2. 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 CLIENT and shall be completed in accordance with a schedule set forth in the authorization. SECTION 5. AMOUNT AND METHOD OF PAYMENT 5.1. Method of Payment. For services provided under Section 1, Basic Services, and Section 2, Additional 5.2. 5.3. 5.4. Services, payment shall be made in accordance with Exhibit B - Compensation and Hourly Per Diem Rate Schedule. CONSULTANT will submit invoices to CLIENT each month covering services completed to date and for those deliverables being completed and submitted. In addition, invoices shall include as applicable, materials and equipment delivered and stored on-site or off-site. Each invoice will be prepared in CONSULTANT’s standard form and supported by documentation according to CONSULTANT’s standard practice. CONSULTANT shall submit a monthly progress report with each invoice. Within 15 days of receipt of the invoice, CLIENT 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 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 CLIENT. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the CLIENT. This invoice shall close all future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to the CLIENT for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials required. Progress reports... Compensation. The Ccompensation method for the various work task associated with this AGRREMENT 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. 5.2.1. Direct Expenses are those necessary costs and charges incurred for the Project as described in the 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 CLIENT 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 Amendment of this AGREEMENT. 5.2.2. Rates to be utilized for the duration of this contract 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. Payment by CLIENT. CLIENT will process payment to the CONSULTANT within 30 days after receipt of CONSULTANT’s invoice. Delay in Payment. If CLIENT fails to pay CONSULTANT for any undisputed billing within 30 calendar days after receipt of any invoice, CONSULTANT will be entitled to any or all of the following: AGREEMENT FOR OWNER’S REPRESENTATIVE AND DESIGN CRITERIA PROFESSIONAL SERVICES ARBENNIE PRITCHETT WRF 5 MGD EXPANSION DESIGN BUILD PROJECT 5.4.1. Suspension of Work. {f CLIENT fails to make payment in full within 45 calendar days of the date due for any undisputed billing, CONSULTANT may, after giving 7 calendar days' written notice to CLIENT, suspend Services under this AGREEMENT until paid in full. CONSULTANT shall be entitled to an adjustment in compensation and the work schedule for the affected Work Task pursuant to Section 8. SECTION 6. CHANGES 6.1. 6.2. Written Authorization. CLIENT 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. Equitable Adjustment. Upon receipt by the CONSULTANT of the CLIENT’s notification of a contemplated change, the CONSULTANT shall (1) if requested by the CLIENT, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the CLIENT of any estimated change in the completion date, and (3) advise the CLIENT 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 Consultant's cost of, or time required for, performance of any services, an equitable adjustment may be made and the AGREEMENT shall be modified in writing accordingly. SECTION 7. DISPUTES 7.1. Dispute Resolution. If a dispute or complaint [Dispute] arises concerning this AGREEMENT, CONSULTANT and CLIENT will use their best efforts to negotiate a resolution of the