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Continuous Service Renewal - PECS (2)
CITY OF CRESTVIEW CONTINUING SERVICES CONTRACT On May 3, 2021, the City Council of the City Of Crestview, Florida, herein referred to as the City, accepted the bid from Panhandle Engineering and Construction, INC (PECS), ("Consultant ") whose address is 4277 Lafayette Street, Marianna, Florida 32446 and herein referred to as the Contractor, to supply engineering services for the City projects. The Contractor's Cost schedule for the terms of their engagement is included in the original contract (attached) and as completely, as if incorporated herein. TERMS AND CONDITIONS OF CONTRACT FOR THE SERVICES CONTRACT: 1. Entire Contract: This Contract represents the entire and integrated Contract between the City and Contractor and supersedes all prior negotiations, representations, or contracts, either written or oral. Provisions of this Contract may be amended only by written instrument approved by the Crestview City Council and signed by the Mayor. 2. Intent of Contract: This contract is for supplying the City with all applicable engineering services for the City projects. The Scope of Work, herein referred to as the Work, encompasses the foregoing and all descriptive work components described in original contract. 3. Term of Contract and Time Extensions: This contract is a renewal for one year beginning May 1, 2022, through April 30, 2023, for the purpose of providing engineering services. 4. Time for Performance: The Contractor agrees to provide engineering services as required for the satisfactory approval and acceptance by the City. 5. Compensation: All payments upon contract are contingent upon the Contactor's Work being acceptable to the City. For satisfactory completion and acceptance of the Work, the City agrees to pay the 4,J4140494144444,444404”140/1444499) 4 Contractor in accordance with the terms of this Contract and the Contractor's Cost Schedule as identified in the Bid/Proposal form submitted by the Contractor, as may have been adjusted at the time of contract approval and incorporated herein. 6. Changes in the Work: The City shall have at the right at any time during the progress of the Work to increase or decrease the Work. Promptly after having been notified of a change, the Contractor shall submit an itemized estimate of any costs and/or time increases or savings it foresees as a result of the change. No additions or changes to the Work shall be made except upon written order of the City and the City shall not be liable to Contractor for any increased compensation without such written order. 7. Insurance: Contractor shall, during the performance of the contract, maintain Worker's Compensation Insurance sufficient to secure benefits of the Florida Workmen's Compensation Law for all employees and any of the work sublet to any vendor or subcontractor, Comprehensive General Liability Insurance as outlined in the Bid Documents, Auto Liability Insurance, Builder's Risk Insurance, all with companies and in the form and amounts acceptable to the City. Said certificates of insurance of contractor are attached hereto and made part hereof by reference. If any part of the Work is sublet, similar insurance shall be provided by and on behalf of any subcontractors. Evidence of Insurance: Contractor shall provide the City Certificates of Insurance naming the City as an additional insured. All binders, policies or certificates of insurance shall provide for at least ten days' notice from insurers to the City of any cancellation or amendment to any of the insurance policies. 8. Indemnification: Contractor shall indemnity, defend and save, and hold the City, its agents, officers and employees, harmless of and from any losses, fines, penalties, costs, damages, claims, demands, suits, and liabilities of any nature, including reasonable attorney's fees (including regulatory and appellate fees), arising out of, because of, or due to any accidents arising in any manner on account of the exercise or attempted exercise of Contractor's rights hereunder whether the same regards person or property of any nature whatsoever, regardless of the apportionment of negligence, unless due to the sole negligence of the City. 9. Licensing: The Contractor shall obtain all permits and maintain at his expense all professional and business certificates and licenses required by law and as necessary to perform services under this Contract. If Contractor performs any Work without obtaining, or contrary to, permits and licenses, Contractor shall bear all costs arising therefrom. The City may waive fees for City controlled permits, but in no instance can the City waive permit requirements or fees beyond their control. 10. Cancellation: This contract may be canceled by the City with a 30 -day written notice or by the Contractor with a 90 -day written notice and is contingent upon the annual appropriation by the City of legally available funds. The City's obligation to pay the amount due hereunder in any fiscal year is contingent upon the appropriation by the City Council of legally available funds for the purpose set forth in this contract. 11. Performance of Work/Responsibilities: For each task, the Contractor will be issued a work order by the City's Public Services Director or designee. The Public Services Director or designee will issue verbal work orders only in emergency situations. The Contractor shall commence work in a reasonable length of time and shall complete the work in an expeditious manner. In emergency situations, the Contractor shall endeavor to commence work immediately. All work shall be done under the supervision of the City's Public Works Director or designated representative. The performance of Work and responsibilities hereto are outlined and made a part hereof in Exhibit "A". 12. Termination for Default The Contract will remain in force for the full period specified and until the City's Public Works Director or his designee determines that all requirements and conditions have been satisfactorily met and the City's Public Works Director or his designee has accepted the work under the Contract Documents following the initial contract terms and all subsequent contract terms, including warranty and guarantee periods. However, the City's Public Works Director will have the right to terminate this Contract sooner if the Contractor has failed to perform satisfactorily the work required or comply with the other requirements of the Contract. In the event the City's Public Works Director decides to terminate this Contract for the Contractor's failure to perform satisfactorily or meet its other responsibilities under the Contract, the City's Public Works Director will give the Contractor five (5) days' notice, whereupon the Contract will terminate, unless during the notice period the Contractor cures the failure to perform or meets its other responsibilities under the Contract to the satisfaction of the City's Public Works Director. Upon Contract termination for the Contractor's failure to provide satisfactory contract performance, the Contractor will be entitled to receive compensation for Contract service satisfactorily performed by the Contractor and allocable to the Contract and accepted by the City's Public Works Director or his designee prior to such termination. However, an amount equal to all additional costs required to the expended by the City to complete the Work covered by the Contract, including costs of delay in completing the project, shall be either subtracted from any amount due or amount charged to the Contractor in the event the City's Public Works Director terminates the Contract. Except as otherwise directed by the City's Public Works Director, in the case of termination for default (in which event the Contractor may be entitled to cure, at the option of the City's Public Works Director), the Contractor shall stop work on the date of receipt of the notice or other date specified in the notice, place no further orders or subcontract for materials, services or facilities except as are necessary for the completion of such portion of the work not terminated, and terminate all contractor and subcontracts and settle all outstanding liabilities and claims. In the event that any termination for default shall be found to be improper or invalid by any court of competent jurisdiction, then such termination shall be deemed to be a termination for convenience. 13. Termination for Convenience: The performance of work under this Contract may be terminated by the City's Public Services Director in whole or in part whenever the City's Public Works Director, in his discretion, determines that the termination is in the City's best interest. Any such termination shall be affected by the City's Public Services Director giving at least five (5) days' notice to the Contractor, specifying the extent to which performance of the work under this Contract is terminated and the date upon which termination becomes effective. As to termination for convenience, after receipt of the date of termination, the Contractor shall stop all work as specified in the notice; place no further orders or subcontract for materials, services, or facilities except as are necessary for the completion of such portion of the Work not terminated; immediately transfer all documentation and paperwork for terminated work to the City; and terminate all contractors and subcontracts and settle all outstanding liabilities and claims. 14. Disclosure: Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. 15. Miscellaneous 15.1 Governing Law The parties intend that this Contract and the relationship of the parties shall be governed by the laws of the State of Florida. Venue for any action arising out of this contract shall be in Okaloosa County, Florida, and nowhere else. The Contractor shall indemnify and save harmless the City against all liens and claims of mechanics and materialman furnishing labor and materials in the performance of this Contract. 15.2 Severability If any section, subsection, term or provision of this Contract or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision of this Contract or the application of same to parties or circumstances other than those to which it was held invalid or unenforceable, shall not be affected and thereby each remaining section, subsection, term or provision of this Contract shall be valid or enforceable to the fullest extent permitted by law, 15.3 Sovereign Immunity The parties further agree, nothing contained herein is intended nor shall be construed to waiver the City of Crestview's rights and immunities under the Florida Constitution, common law, or Florida Statutes 768.28, as amended from time to time. 15.4 Construction The Parties have participated jointly in the negotiation and drafting of this Contract. In the event an ambiguity or question of intent or interpretation arises, this Contract shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Contract. 15.5 Attorney's Fees In any dispute relating to this Contract, each party shall be responsible for their respective attorney's fees and costs. 15.6 Venue and Waiver of Jury Trial The location for settlement of any and all claims, controversies, disputes, arising out of or relating to any part of this Agreement, or any breach hereof, shall be exclusively in Okaloosa County, Florida and nowhere else. The parties further agree that any controversy which may arise under this agreement would involve complicated and difficult factual and legal issues. Therefore, any action brought by one party against the other party, brought by one party, alone or in combination with others against the other party, whether arising out of this agreement or otherwise, shall be determined by a judge sitting without a jury. 15.7 Public Records Contractor shall comply with Florida Public Records Laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the City of Crestview in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the City of Crestview would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the City of Crestview all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City of Crestview in a format that is compatible with the information technology systems of the City of Crestview. If Consultant has questions regarding the application of Chapter 119, Florida Statutes, to Consultant's duty to provide public records relating to this Agreement, Consultant shall contact the Custodian of Public Records at: City Clerk, City of Crestview 198 North Wilson Street P.O. Box 1209 Crestview, Florida 32536 (850) 682-1560 Extension 250 15.8 Notices All notices under the Contract shall be in writing and shall be effective when mailed by certified mail, return receipt requested, or when delivered personally, as provided hereafter, or to such other addresses as may be designated by notice: As to the City: Maryanne Schrader City Clerk 198 Wilson Street North Crestview, Florida 32536 As to the Contractor: Panhandle Engineering Consultants, Inc. 4277 Lafayette Street, Marianna, Florida 32446 IN WITNESS WHEREOF... the parties hereto have executed this Agreement as of the day and year first written above. ATTEST: Mar • nne °Sel rader City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: J. IN w 'ity A�lorney By: CITY OF,CRES ^`IEW. FLOR A Mayor 'I-0 - Date: Date: STATE OF FLORIDA COUNTY OF OKALOOSA Acknowledged and subscribed before me the undersigned notary on q , 2022 by i o W dle &:' am 3� identification of: d C. 4o the r, ts;d (insert title) of , with legal corporate authority, and who is known to me or has production HALEY S. FUSSELL MY COMMISSION # HH16931 op," EXPIRES: July 01, 2024 Notary Public City of Crestview, Florida PROFESSIONAL ENGINEERING CONTINUING SERVICES CONTRACT THIS AGREEMENT is made this 3rd day of May, 2021, between CITY OF CRESTVIEW, FLORIDA, a municipal corporation, whose address is P.O. Drawer 1209, Crestview, Florida 32536, the "City", and Panhandle Engineering and Construction, INC (PECS) , (" Consultant ") whose address is 4277 Lafayette Street, Marianna, Fl 32446. WHEREAS, the City desires to engage Consultant to provide professional Engineering services on an as -needed basis; and WHEREAS, Consultant desires to render professional Engineering services as described in the Scope of Services, and has the qualifications, experience, staff and resources to perform those services; and WHEREAS, the City, through a selection process conducted in accordance with the requirements of Florida law and City policy, has determined that it would be in the best interest of the City to award a contract to Consultant for the rendering of those services described in the Scope of Services. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: Page 1 of 16 SECTION 1: EMPLOYMENT OF CONSULTANT. The City hereby agrees to engage Consultant and Consultant hereby agrees to perform the services set forth in the Scope of Services. SECTION 2: SCOPE OF SERVICES. Consultant shall provide, on an as -needed basis, the professional Engineering services in accordance with the Scope of Services attached hereto as Exhibit A. Services will be awarded on a project -by -project basis that may include any or all of the services listed in Exhibit A, or services not specifically mentioned but directly related to the specific discipline of the Consultant. There is no guarantee of any minimum volume of work during the contract period, and the City reserves the right to award work based on factors determined to be in the best interest of the City. Consultant may hire sub -consultants to be used for portions of the required services; however, the primary Consultant must be responsible for all the work performed. The contract amount for services on any single project or task order will not exceed the limit set forth by current Florida Statute. Assignments are to be carried out only after a description of the work to be accomplished has been agreed -to in writing, a written estimate of the cost for the assignment has been found acceptable to the City, and a written task order has been issued by the City. SECTION 3: THE CITY'S RESPONSIBILITY. Except as provided in the Scope of Services, the City's responsibilities are as follows: A. To provide, within a reasonable time from the request of Consultant, existing data, plans, reports, and other information in the City's possession or under the City's control which are necessary for the performance of the duties of Consultant as described in the Scope of Services; and to provide full information regarding requirements of the Scope of Services, including objectives, budget constraints, criteria, and other requirements that exist at the time of signing of this Agreement or which may develop during the performance of this Agreement. B. To give prompt written notice to Consultant if the City observes or otherwise becomes aware of any fault or defect in the Scope of Services or non-conformance with the documents which comprise this Agreement. Page 2 of 16 C. To furnish required information and services and render approvals and decisions as necessary for the orderly progress of the Consultant's services. D. The City hereby designates the Director of Public Services or his designee to act on the City's behalf with respect to the Scope of Services. The Director of Public Services or his designee shall have complete authority to transmit instructions, receive information, and interpret and define City's policies and decisions with respect to materials, elements, and systems pertinent to Consultant's services. SECTION 4: CONTRACT TIME. A. The term of this contract shall be for ONE (1) year beginning on the date of its complete execution, with option to renew for 4 additional terms of ONE (1) year at the sole discretion of the City, unless earlier terminated by the Crestview City Council. B. Consultant agrees to commence work in accordance with the time specified in each task order and complete the work within the time specified in the task order. The Consultant shall work on each task order continuously and expeditiously from the time the task order is issued. In the event that Consultant is delayed by acts of God, changes in the Project, extras to the task order, or failure of the City to make timely and proper payments, then Consultant shall, within forty-eight (48) hours of start of the delay, give written notice and request for an extension of time from the City. C. If Consultant fails, through its own fault, to complete the performance required in a task order within the time set forth, as duly adjusted, then City shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. D. No Damages for Delay/Cumulative Impact; Consultant shall not be entitled to any recovery for loss, expense, or damage due to delay. The Consultant shall not be entitled to any recovery for loss, expense, or damage as a result of cumulative impact due to change orders. SECTION 5: COMPENSATION. Compensation for the Scope of Services performed by the Consultant shall be payable as follows: A. The compensation basis shall be as set forth in the approved written task order for each assignment. Page 3 of 16 B. Compensation for travel expenses shall be as set forth in Section 112.061 Florida Statutes. C. Consultant shall prepare and submit to the City Council for approval monthly invoices for the services rendered under this Agreement. Invoices for services shall be paid in accordance with the Florida Prompt Payment Act. All invoices shall be accompanied by a report identifying the nature and progress of the work performed. The statement shall show a summary of fees with an accrual of the total fees billed and credits for portions paid previously. The City reserves the right to withhold payment to Consultant for failure to perform the work in accordance with the provisions of this Agreement, and the City shall promptly notify Consultant if any invoice or report is found to be unacceptable and shall specify the reasons therefor. D. All representations, indemnifications, warranties and guaranties made in, required by, or given in accordance with this Agreement, as well as all continuing obligations indicated in this Agreement, will survive final payment and termination or completion of this Agreement. SECTION 6: DOCUMENTS. The documents which comprise this Agreement between the City and the Consultant are attached hereto and made a part hereof and consist of the following: A. This Agreement. B. Any written amendments, modifications or Addenda to this Agreement. C. Any task order and attachments thereto issued pursuant to this Agreement. D. Notice of Award issued by City of Crestview. E. City of Crestview Request for Proposal (RFP) for Professional Engineering Services, including any Addenda thereto. F. Items submitted by Consultant in response to the RFP. Copies of the RFP and submitted proposal are maintained and available in the Office of the City Clerk of the City of Crestview. In the event of a conflict between any documents comprising this Agreement, the documents shall be construed in the following order of priority: 1) the terms of this Agreement; Page 4 of 16 2) the provisions of the Request for Proposal; and 3) the Consultant's submittal provided in response to the City's Request for Proposal. SECTION 7: GENERAL CONSIDERATIONS. A. Ownership and Use of Documents; The documents prepared by the Consultant pursuant to this Agreement are instruments of the Consultant's service for use solely with respect to this Agreement. All reports, documents and materials prepared relating to services rendered hereunder shall be the property of the City, provided payment for applicable fees for their production has been made to the Consultant in accordance with the terms of this Agreement. The City shall retain and use the Consultant's documents for public record, information and reference and make use in connection with the City's compliance with any federal, state, county or city laws, codes, requirements, permits or any other mandate whatsoever. B. Equal Opportunity Employment; In connection with the work to be performed under this Agreement, Consultant agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity statutes and regulations. C. Standard of Performance; Consultant shall perform and complete the Scope of Services in a timely manner and in accordance with the standard of care, skill, and diligence customarily provided by an experienced professional in his or her field of expertise when rendering the same services, and in accordance with sound principles and practices generally acknowledged by professionals in his or her field of expertise. SECTION 8: DISCLOSURE REGARDING SECURING CONTRACT. Consultant warrants that it 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. For the breach or violation of this provision, the City shall have the right to terminate this Agreement without liability, and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, Page 5 of 16 gift, or consideration. SECTION 9: TRUTH-IN-NEGOTIATIONS/PUBLIC ENTITY CRIMES AFFIDAVIT. Consultant, certifies that wage rates and other factual unit costs supporting the compensation submitted are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the City determines the contract price was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. Consultant represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes, to the City. SECTION 10: INSURANCE. A. The Consultant shall purchase and maintain such commercial (occurrence form) or comprehensive general liability, professional liability, workers compensation, and other insurance as is appropriate for the services being performed hereunder by Consultant, its employees or agents. The amounts and types of insurance shall conform to the following minimum requirements: 1. Worker's Compensation Coverage must apply for all employees and statutory limits in compliance with the applicable state and federal laws. In addition, the policy must include the following: a. Employer's Liability with a minimum limit per accident in accordance with statutory requirements. b. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide City with ten (10) days' written notice of cancellation and/or restriction. 2. Comprehensive General Liability Coverage must include: a. $1,000,000 combined limit per occurrence for bodily injury, personal injury, and property damage. b. Contractual coverage applicable to this specific contract, including any hold harmless and/or indemnification agreement. c. Additional Insured. City is to be specifically included as an additional insured. Page 6 of 16 d. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide City with ten (10) days' written notice of cancellation and/or restriction. 3. Comprehensive Automobile Liability Coverage must be afforded on a form no more restricted than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include: a. $1,000,000 combined single limit per accident for bodily injury and property damage. b. Owned Vehicles. c. Hired and Non -Owned Vehicles. d. Employee Non -Ownership. e. Additional Insured. City is to be specifically included as an additional insured. f. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide City with ten (10) days' written notice of cancellation and/or restriction. 4. Professional Liability Coverage must include: a. Minimum limits of $5,000,000 per occurrence and in the aggregate for claims of malpractice, negligence, errors, and omissions. b. Notice of Cancellation and/or Restriction. The Policy must be endorsed to provide City with ten (10) days' prior notice of cancellation and/or restriction of coverage by changed exclusion. B. Certificates of Insurance evidencing the insurance coverage specified in this Section shall be filed with the City. The Certificates of Insurance shall be filed with the City before this Agreement is deemed approved by the City. The required Certificates of Insurance not only shall name types of policies provided, but also shall refer specifically to this Agreement. All the policies of insurance so required of Consultant, except professional liability and workers' compensation insurance, shall be endorsed to include as additional insured: the City, its officers, employees, and agents. If the initial insurance expires prior to completion of the work, renewal Certificates of Insurance shall be furnished thirty (30) days prior to the date of their expiration. Page 7 of 16 C. Insurance coverage shall be placed with insurers or self-insurance funds, satisfactory to the City, licensed to do business in the State of Florida and with a resident agent designated for the service of process. All insurers shall have an "A" policyholder's rating and a financial rating of at least Class IX in accordance with the most current Best's rating. Consultant shall provide the City with financial information concerning any self insurance fund insuring Consultant. At the City's option, a Best's rating or Self -Insurance Fund financial information may be waived. D. The City reserves the right to modify its insurance requirements with 60 days notice to Consultant. SECTION 11: LICENSING. The Consultant shall obtain all permits and maintain at its expense all professional and business certificates and licenses required by law and as necessary to perform services under this Contract. If Consultant performs any work without obtaining, or contrary to, permits and licenses, Consultant shall bear all costs arising therefrom. The City may waive fees for City controlled permits, but in no instance can the City waive permit requirements or fees beyond its control. SECTION 12: PERFORMANCE OF WORK/RESPONSIBILITIES. For each task, the Consultant will be issued a task order by the City's Public Services Director or designee. The Public Services Director or designee will issue verbal work orders only in emergency situations. The Consultant shall commence work in a reasonable length of time and shall complete the work in a expeditious manner. In emergency situations, the Consultant shall endeavor to commence work immediately. All work shall be done under the supervision of the City's Public Services Director or designated representative. The performance of work and responsibilities hereto are outlined and made a part hereof in the Task Order attached. SECTION 13: TERMINATION FOR DEFAULT. The Contract will remain in force for the full period specified and until the City's Public Services Director or his designee determines that all requirements and conditions have been satisfactorily met and the City's Public Services Director or his designee has accepted the work under the Contract Documents following the initial contract terms and all subsequent contract terms, including warranty and guarantee periods. However, the City's Public Services Director will have the Page 8 of 16 right to terminate this Contract sooner if the Consultant has failed to perform satisfactorily the work required or comply with the other requirements of the Contract. In the event the City's Public Services Director decides to terminate this Contract for the Consultant's failure to perform satisfactorily or meet its other responsibilities under the Contract, the City's Public Services Director will give the Consultant five (5) days notice, whereupon the Contract will terminate, unless during the notice period the Consultant cures the failure to perform or meets its other responsibilities under the Contract to the satisfaction of the City's Public Services Director, Upon Contract termination for the Consultant's failure to provide satisfactory contract performance, the Consultant will be entitled to receive compensation for Contract service satisfactorily performed by the Consultant and allocable to the Contract and accepted by the City's Public Services Director or his designee prior to such termination. However, an amount equal to all additional costs required to the expended by the City to complete the work covered by the Contract, including costs of delay in completing the project, shall be either subtracted from any amount due or amount charged to the Consultant in the event the City's Public Services Director terminates the Contract. Except as otherwise directed by the City's Public Services Director, in the case of termination for default (in which event the Consultant may be entitled to cure, at the option of the City's Public Services Director), the Consultant shall stop work on the date of receipt of the notice or other date specified in the notice, place no further orders or subcontract for materials, services or facilities except as are necessary for the completion of such portion of the work not terminated, and terminate all contractor and subcontracts and settle all outstanding liabilities and claims. In the event that any termination for default shall be found to be improper or invalid by any court of competent jurisdiction, then such termination shall be deemed to be a termination for convenience. SECTION 14: TERMINATION FOR CONVENIENCE. The performance of work under this Contract may be terminated by the City's Public Services Director in whole or in part whenever the City's Public Services Director, in his discretion, determines that the Page 9 of 16 termination is in the City's best interest. Any such termination shall be effected by the City's Public Services Director giving at least five (5) days' notice to the Consultant, specifying the extent to which performance of the work under this Contract is terminated and the date upon which termination becomes effective. As to termination for convenience, after receipt of the date of termination, the Consultant shall stop all work as specified in the notice; place no further orders or subcontract for materials, services, or facilities except as are necessary for the completion of such portion of the Work not terminated; immediately transfer all documentation and paperwork for terminated work to the City; and terminate all contractors and subcontracts and settle all outstanding liabilities and claims. SECTION 15: GOVERNING LAW. The parties intend that this Contract and the relationship of the parties shall be governed by the laws of the State of Florida. Venue for any action arising out of this contract shall be in Okaloosa County, Florida, and nowhere else. SECTION 16: ATTORNEY'S FEES. In any dispute relating to this Contract, each party shall be responsible for their respective attorney's fees and costs. SECTION 17: SUCCESSORS AND ASSIGNS. The City and Consultant bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither the City nor Consultant shall assign or transfer any interest in this Agreement without the written consent of the other. SECTION 18: PUBLIC RECORDS. Consultant, shall comply with the requirements of Florida's Public Records law. In accordance with Section 119.0701, Florida Statutes, Consultant shall: a. Keep and maintain public records required by the public agency in order to perform the service. Page 10 of 16 b. 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 under Florida's Public Records Law or as otherwise provided by law. c. 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 this contract if Consultant does not transfer the records to the public agency: and d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of Consultant or keep and maintain public records required by the public agency to perform the service. If Consultant transfers all public records to the public agency upon completion of the contract, Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Consultant keeps and maintains public records upon completion of this contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e. If Consultant has questions regarding the application of Chapter 119, Florida Statutes, to Consultant's duty to provide public records relating to this Agreement, Consultant shall contact the Custodian of Public Records at: City Clerk, City of Crestview 198 North Wilson Street P.O. Box 1209 Crestview, Florida 32536 (850) 682-1560 Extension 250 r clllerk fcrestvie »a.oir f. In the event the public agency must initiate litigation against Consultant in order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the public agency because Consultant failed to provide access to public records responsive to a public record request, the public agency shall be entitled to recover all costs, including but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness fees extended as part of said litigation and any subsequent appeals. Page 11 of 16 SECTION 19: EXTENT OF AGREEMENT. A. This Agreement represents the entire and integrated agreement between the City and Consultant and supersedes all prior negotiations, representations, or agreement, either written or oral. B. This Agreement may only be amended, supplemented, modified, changed, or canceled by a duly executed written instrument. C. This is a non-exclusive contract. The City has the right to enter into contracts with other consultants for the providing of Engineering consulting services. SECTION 20: INDEMNIFICATION OF THE CITY. A. Consultant shall indemnify and hold the City, its officers and employees, harmless from and against any losses, damages, costs, and liabilities, including attorney's fees (including regulatory and appellate fees), or causes of action of whatsoever kind or nature, including, but not limited to, bodily injury, sickness, disease or death, infringement of copyright or patent, or injury to or destruction of property, which arise out of or are related to or in any way connected with this Agreement, but only to the extent caused by negligent act, error, or omission of Consultant, its agents, servants, or employees in the performance of services under this Agreement. B. The Consultant shall indemnify and hold harmless the City against all liens and claims of mechanics and materialmen furnishing labor and materials arising out of the performance of Consultant's professional services. SECTION 21: INDEPENDENT CONTRACTOR. Neither the City nor any of its employees shall have any control over the conduct of Consultant or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to represent at any time or in any manner that Consultant or any of Consultant's agents, servants or employees are in any manner agents, servants, or employees of the City. It is understood and agreed that Consultant is, and shall at all times remain, as to the City, a wholly independent contractor and that Consultant's obligations to the City are solely as prescribed by this Agreement. Page 12 of 16 SECTION 22: CONSTRUCTION. The parties have participated jointly in the negotiation and drafting of this Contract. In the event of an ambiguity or if a question of intent or interpretation arises, this Contract shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Contract. SECTION 23: HEADINGS. The headings of sections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. SECTION 24: SEVERABILITY. If any section, subsection, term or provision of this Contract or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision of this Contract or the application of same to parties or circumstances other than those to which it was held invalid or unenforceable, shall not be affected and thereby each remaining section, subsection, term or provision of this Contract shall be valid or enforceable to the fullest extent permitted by law. SECTION 25: SOVEREIGN IMMUNITY. The parties further agree, nothing contained herein is intended nor shall be construed to waiver the City of Crestview's rights and immunities under the Florida Constitution, common law, or Florida Statutes 768.28, as amended from time to time. SECTION 26: NOTICES. All notices under the Contract shall be in writing and shall be effective when mailed by certified mail, return receipt requested, or when delivered personally, as provided hereafter, or to such other addresses as may be designated by notice. Page 13 of 16 Consultant Contact: City Contact: Elizabeth Roy IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. AT TEST: Elizabeth M. Roy AiAAAAAAA City Clerk ,�o'er:RESt`.,, �0",0ORATF* i#• APPROVED As T AND LEGAL SI Jon HoII City AQm s c-i-ja, ORM s,. izED "Lost STATE OF FLORIDA COUNTY OF OKALOOSA Acknowledged .5.- a -a 1 of CITY OF CRESTVIEW, FLORIDA Date: Company. Date: rono and subscribed before me the undersigned notary on 2021, by IAoWord C. E}udq:0It, the Pr,sicdc.n4- 4C s `� with legal corporate authority, and who is known to me or has produced identification of: HALEY S. FUSSELL MY COMMISSION #111116931 �►� EXPIRES: July 01, 2024 (insert title) Page 14 of 16 (Rev. October 2018) Department e art ent of the Treasury Internal Revenue Service ► Go to www.frs.gov/FormW9 for instructions and the latest information. 1 Natne (as shown on your income tax return). Name is required on this line; do not leave this line blank. Panhandle Engineering & Construction, Inc. 2 Business name/disregarded entity name, if different from above PECS 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Request for Taxpayer Identification Number and Certification Individual/sole proprietor or 0 C Corporation Q S Corporation 0 Partnership ❑ Trust/estate single -member LLC O Limited liability company. Enter the tax classification (G=C corporation, S=S corporation, P=Partnership) ► Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) I. 5 Address (number, street, and apt. or suite no.) See instructions. 4277 Lafayette Street 6 City, state, and ZIP code Marianna, FL 32446 7 List account number(s) here (optional) Give Form to the requester. Do not send to the IRS. 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts n,aintained outside the US, Requester's name and address (optional Pr`) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. or Employer identi Mat on number 4 5 2 8 4 6 2 7 Part it Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be 'ssued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of Here u.s. person is. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) Cat. No. 10231X Date P. ..fib.a1 • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Form W-9 (Rev. 10-2018) ti}t„wII 17,v License :211-00( E1G.�" Collapse All PROFUEN Status date: Applied FA NEER 521342021 L «a1:1_""ar :C, rd C': .v 9/30/2921 Valid LE 41 6. 1 : 9890.42021 Date d 1. (. s 1"" > 1 ds u' � ll tl . � '"V. i;'. :. 5/25/2021 i I I 1 1'"I. PECS Mai 00, rL 1. + t..a Address: Social. Sach. N3 Drivers : Date of birthu " 1 .1. r r s ,a"a S1; t: 1 Ambunt NurestedEUnala.` « Lad NewStransfer f e lair E 1 t ab .3 r t.' :C: o . 7. r " d,'.. Renewal t i . d . Renewal urnimmpifee: �_.Derf kn 1. Summary u w uw .a, 5882 4908 PANHANDLE N4N1ME 427 A PETE ST MAEAANNA FL 32446 DOING BUSINESS IN' 0350) 526-2291 .00 AC mm Pene 11 Interest C Month: OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP Year: 20 20 20 21 21 21 21 21 21 21 21 21 Renewal status: R R R R R R R R R R ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE (MMDD/YYYY) 05/06/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Rogers Insurance Agency 1396 JACKSON AVENUE P.O. BOX 430 CHIPLEY INSURED COVERAGES FL 32428 Panhandle Engineering & 4277 Lafayette St Marianna CONTACT Richard Miller NAME: PHONE (850) 638-1805 to/C,. No, Fall: E-MAIL ricky@riachipley.com ADDRESS: INSURER(S) AFFORDING COVERAGE FAX AX (850) 638-7255 ( No» INSURER A: Southern -Owners Insurance Company INSURER B : Owners Insurance Company FL 32446-8235 CERTIFICATE NUMBER: CL2092402370 INSURER C : INSURER D : INSURER E : Houston Casualty INSURER F : 10190 32700 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE n OCCUR GE AGGREGATE LIMIT APPLIES PER: POLICY OTHER: PRO- JECT AUTOMOBILE LIABILITY X'' ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB DED A SCHEDULED AUTOS NON -OWNED AUTOS ONLY OCCUR CLAIMS -MADE X RETENTION $ 10,000 INSD WVD POLICY NUMBER YY) ___ITmm....... MM DD/YY IMM DD(YYYM},, __..----.......-...m-..---------_.-�---LIMITS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, descrtbe under DESCRIPTION OF OPERATIONS below Professional Liability YIN Y NIA Y Y 78295306 09/27/2020 09/27/202 EACH OCCURRENCE $ 1,000,000 -NEWT. TO RENTED PREMISES (Ea occurrence MED EXP (Any one person) 300,000 $ 10,000 $ 1,000,000 $ 3,000,000 $ 3,000,000 PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG Premises/Operations $ 4929530601 Y 4929530603 78072481 HCC2067685 07/23/2020 09/27/2020 08/08/2020 09/27/2020 07/23/2021 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ 1,000,000 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident)...... _.. PIP -Basic $ 10,000 09/27/2021 08/08/2021 EACH OCCURRENCE AGGREGATE PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ 1,000,000 $2,000,000 Per Claim $2,000,000 Agg $10,000 Per Claim Deductible $ 2,000,000 $ 2,000,000 $ 1,000,000 1,000,000 09/27/2021 DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Crestview is Additional Insured with Waiver of Subrogation per written contract for General Liability and Auto Liability. Waiver of Subrogation applies to W/C per written Contract. CERTIFICATE HOLDER City of Crestview P.O. Drawer 1209 Crestview FL 32536 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CITY OF CRESTVIEW TASK ORDER This task order amendment is issued pursuit to dated • 2021 between . ("W ") and The City of Crestview, Florida ("CLIENT") for services performed for the CLIENT on a Task Order basis. ARTICLE A: PURPOSE Introduction ARTICLE B: SCOPE OF WORK Task 1 Task 2 Assumptions ARTICLE C: COMPENSATION PROVISIONS ARTICLE D: PERIOD OF SERVICE ARTICLE E: AUTHORIZED REPRESENTATIVES The Authorized Representatives designated below are authorized to act with respect to Task Order _. Communications between the parties and between subcontractors shall be through the Authorized Representatives: For the City of Crestview: Name Title Address Phone Email For the Company Name Title Address Phone Email Page 15 of 16 ARTICLE F: AUTHORIZATION Accepted for Client by Signature Name Title For the Company Signature Name Title Page 16 of 16