HomeMy Public PortalAboutContinuing Services Contract Extension - Jacobs Engineering GroupCity of Crestview, Florida
PROFESSIONAL ENGINEERING
CONTINUING SERVICES CONTRACT
4i
THIS AGREEMENT is made this /0 day of ,5-1/4k+N , 2022, between CITY OF
CRESTVIEW, FLORIDA, a municipal corporation, whose address is P.O. Drawer 1209,
Crestview, Florida 32536, the "City", and Jacobs Engineering Group Inc, ("Consultant")
whose address is 25 W Cedar St Suite 350, Pensacola, FL 32502.
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 outlined in the
original agreement dated May 3, 2021. Services will be awarded on a project -by -project
basis that may include any or all of the 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:
..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 for ONE (1) year beginning on the date of its complete
execution, with option to renew for FOUR (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.
B. Compensation for travel expenses shall be as set forth in Section 1 12.061 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.
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
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. $ I ,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.
t: Notice of Cancellation and/or Restriction. The policy must be endorsed to provide City with
ten (I 0) 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.
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
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 e/ 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 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 1 19.0701, 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.
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 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
citvclerk r(r.citvofcrestview.or
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t; In the event the public agency must initiate litigation against Consultant in order to enforce
compliance with Chapter 1 19, 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.
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 nonexclusive 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 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.
IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the day
and year first written above.
ATTEST:
Maryann
City Clerk
ader
APPROVED AS TO FORM
AND LEGAL S FFICIENCY:
ollow
Attorney
STATE OF FLORIDA
COUNTY OF OKALOOSA
CITY OF CRESTVIEW. FLORIDA
Whitten
Mayor '00,_ 0R4,,,
Date: V _
tssta
Jacobs Engineering Group Inc
By:
Date:
August 12, 2022
Acknowledged and subscribed before me the undersigned notary on
, 2022 by
identification of:
the (insert title) of
, with legal corporate authority, and who is known to me or has production
Notary Public
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GREsr Z.,,#
IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the day
and year first written above.
ATTEST:
CITY OF CRESTVIEW. FLORIDA
Maryanne Schrader JB Whitten
City Clerk Mayor
Date:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Jon Holloway
City Attorney
STATE OF FLORIDA
COUNTY OF OKALOOSA
Jacobs Engineering Group Inc
By:
Date:
August 12, 2022
Acknowledged and subscribed before me the undersigned notary on
, 2022 by
identification of:
the (insert title) of
, with legal corporate authority, and who is known to me or has production
Notary Public