HomeMy Public PortalAboutContinuing Services Contract Extension 2022 - Poly IncCity of Crestview, Florida
PROFESSIONAL ENGINEERING
CONTINUING SERVICES CONTRACT
THIS AGREEMENT is made this 8th day of August, 2022, between City of Crestview, a
municipal corporation, whose address is P.O. Drawer 1209, Crestview, Florida 32536, the
"City", and Poly, Inc. ("Consultant") whose address is 102 Sunset Lane, Shalimar, FL 32579.
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:
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 as outlined
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in the original agreement dated May 11, 2021. Services will be awarded on a project -by -project
basis that may include any or all of the services listed in the scope of services, listed in Exhibit A
of the original agreement, 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.
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 the continuation of the original contract providing
for ONE (1) year beginning on the date of the agreement above, 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
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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.
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;
2) the provisions of the Request for Proposal; and 3) the Consultant's submittal provided in
response to the City's Request for Proposal.
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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,
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
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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.
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
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Certificates of Insurance shall be furnished thirty (30) days prior to the date of their expiration.
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 an 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 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
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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
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 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.
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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.
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
dtvclerk(ajcitvofcrestview.ortr
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.
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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.
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
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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.
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CITY OF CRESTVIEW
TASK ORDER
This task order amendment is issued pursuit
to dated _. 2021
between . (" ") 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: For the Company
Name Name
Title Title
Address Address
Phone Phone
Email Email
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ARTICLE F: AUTHORIZATION
Accepted for Client b
Signature
Names-°
Title M&,_1 f,
For the Co
Signature
Name Bruce A. Bradley, PE
Title President
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