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HomeMy Public PortalAboutBrannon & Gillespie - Undergrounding 2015AGREEMENT THIS AGREEMENT made this 10th day of July , 2015, by and between the Town of Gulf Stream, Florida, a political subdivision of the State of Florida, hereinafter the `Owner", with an office located at 100 Sea Road, Gulf Stream, Florida 33483, and Brannon & Gillespie, LLC, hereinafter the "Contractor", with its principal address at 12798 West Forest Hill Boulevard, Suite 102, Wellington, Florida 33414. WITNESSETH: WHEREAS, the parties to this Agreement entered into an Agreement dated April 8 2011. a copy of which is attached hereto: and WHEREAS, the term of that Agreement was through September 30, 2012, to be renewed for two additional one year periods upon mutual agreement of both parties; and WHEREAS, the work contemplated under the Agreement has not been completed; and WHEREAS, to assure continuity in the ongoing services described in the Agreement and in order to facilitate completion of the project, it is the desire of the Owner to continue to retain the services of the Contractor, and WHEREAS, Contractor has agreed to maintain and abide with all of the terms of the Agreement including. but not limited to, compensation and method of payment and Contractor responsibilities; and WHEREAS, it is the desire of the Owner to retain Contractor under the terms of the Agreement and to also abide by the terms thereof. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. RECITALS The foregoing recitals are true and are hereby made a part of this Agreement. II. AMENDMENTS All of the terms of the Agreement, dated April 8, 2011, attached hereto, are hereby agreed to by the parties and are hereby incorporated as part of this Agreement as if fully set forth herein. This Agreement shall remain in effect until completion of all of the work described herein, which term is contemplated to be no later than July 10 , 2017 . In the event the project is not completed upon that date, the parties shall have the opportunity to renew the terms hereof upon mutual agreement of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written. STREAM THE TOWN OF GULF SjRE� Rita Tiylor, T§Cvn Clerk William H. Thrasher, Town Manager (Town Seal) PADOM13147100001 \DOC\1 MD6332.000 BRAgNNON & GILLESPIE, LLC By / Danny P. rannon Gener artner K Ili' AGREEMENT THIS AGREEMENT made this R""& day ofApj, 1, 2011, by and between the Town of Gulf Stream, Florida, a political subdivision of the State of Florida, hereinafter the "Owner" with an office located at 100 Sea Road, Gulf Stream, Florida 33483, and Brannon & Gillespie, LLC, a Florida corporation, hereinafter "Contractor" with its principal address at 12798 W. Forest Hill Blvd, Suite 102, Wellington, Florida, 33414. WITNESSETH: WHEREAS, the Town of Jupiter Inlet Colony, Florida ( "JIC ") accepted Contractor's proposal for Project Management and Engineering Support Services pursuant to JIC's RFP No. 2010 -01 for Project Management and Engineering Support Services, by Agreement, dated April 12, 2010, pursuant to a competitive public bidding process by JIC; and WHEREAS, the JIC Agreement included formal contract documents binding upon the successful bidder, the "JIC Contract Documents"; and WHEREAS, the Owner desires to obtain Project Management and Engineering Support Services; and WHEREAS, as the Project Management and Engineering Support Services involved in the JIC Contract Documents are substantially the same as the Project Management and Engineering Support Services desired by Owner, Owner elects to utilize the competitively bid contract process administered by JIC in the JIC Bid, and Owner and Contractor wish to adopt the JIC Contract Documents, with certain minor modifications as further described herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I. RECITALS The foregoing recitals are true and are hereby made a part of this Agreement. II. AMENDMENTS The IRC Bid and the IRC Contract Documents are incorporated into this Agreement and are deemed to be a part of this Agreement as modified as follows: General. Where provisions of the JIC Bid and the JIC Contract Documents refer to "Town of Jupiter Inlet Colony" as the owner /contracting party, replace it with "Town of Gulf Stream". Where provisions of the JIC Agreement refer to "Agreement" or "Contract ", it Project Management & Engineering Support Services — March 2011 Page 1 of 3 ,A shall refer to the JIC Agreement as modified by this Agreement. Where the provisions of the JIC Contract Documents refer to the JIC Contract Coordinator "Joann Manganiello", it shall refer to "William H. Thrasher ". 2. Term. The term of this Agreement shall be through September 30, 2012. The Agreement may be renewed for two (2) additional one -year periods, upon mutual agreement of both parties. 3. Unit Prices. The unit prices set forth in the JIC Contract Documents shall be applicable during the term of this Agreement. 4. Invoices. Applications for payments under the Agreement shall be sumbitted to the following: William H. Thrasher, Town Manager TOWN OF GULF STREAM 100 Sea Road Gulf Stream, Florida 33483 No Other Amendments. Except as set forth herein, the Agreement is not amended. In the event of any conflict between the terms of this Agreement and the terms of the JIC Contract Documents, the terms of this Agreement shall prevail. III. MISCELLANEOUS 6. Notice. All notices and other communications required in connection with this Agreement shall be in writing unless otherwise specified herein, and any notice or other communication required hereunder shall be mailed to the address set forth below, and shall be deemed delivered three (3) business days after the deposit of the mailed notice thereof in any main or branch office of the United States Post Office, certified or registered mail, return receipt requested, postage prepaid, properly addressed to the parties respectively as follows: For notices and communications to the Town: William H. Thrasher, Town Manager Town of Gulf Stream 100 Sea Road Gulf Stream, Florida 33483 For notices and communications to the Contractor: Danny P. Brannon Brannon & Gillespie, LLC 12798 W. Forest Hill Blvd. Suite 102 Wellington, Florida 33414 Project Management & Engineering Support Services — March 2011 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have set their hands and caused this Agreement to be duly executed this nth day of Aer i 1 2011. FOR TOWN: FOR CONTRACTOR: William H. Thrasher, Town Manager Danny P. Brannon TOWN OF GULF STREAM BRANNON & GILLESPIE, LLC 100 Sea Road 12798 West Forest Hill Blvd Gulf Stream, FL 33483 Wellington, FL 33414 TOWN ATTEST: Z� r T r r 7 < ,.., i �_ IlyI -,v- %wn C.)e, -der (TONw'N SEAL) TOWN OF GULF STREAM i Krn F. Koch, Jr. \ Mayor ENDORSED AS TO FORM AND SUFFICIENCY: An C. Randolph, To Attorney BRANNON & GILLESPIE, LLC //I A*?/, // ames S. Gillesp'e General Partner CONTRACTOR BRANNON & GILLESPIE, LLC army P. Br General P er Project Management & Engineering "rapport Services — March 2011 Page 3 of 3 AGREEMENT Between TOWN OF JUPITER INLET COLONY and BRANNON & GILLESPIE, LLC for Overhead Utility Undergrounding Project Management and Engineering Consulting Services This is an Agreement between the TOWN OF JUPITER INLET COLONY, a municipal corporation of the State of Florida (hereinafter the "TOWN "), through its Town Council; AND Brannon & Gillespie, LLC, its successors and assigns, (hereinafter the "CONTRACTOR "). This agreement is effective as of April 12, 2010. W I T N E S S E T H, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, TOWN and CONTRACTOR, agree as follows: ARTICLE I SCOPE OF SERVICES Brannon & Gillespie, LLC agree to provide project management and engineering support services to support the Town's comprehensive Utility Undergrounding Project which will include the conversion of all existing overhead electric power, cable television, internettbroadband, telecommunications, and similar or related facilities to underground facilities within the Town Limits of Jupiter Inlet Colony. The facilities to be converted include those of Florida Power & Light Company, AT &T, and Comcast. Brannon & Gillespie, LLC understand that the Town has prepared maps of all existing utilities facilities in the Town, and is in the process of securing a "Binding Cost Estimate" from FPL for the electric utility undergrounding component of the Project, such that references herein to preparation or generation of maps, surrey data, conceptual plans, and design plans should be inclusive of the use of this work by others, which has already been completed. However, should opportunities be identified to improve or modify such plans to the benefit of the town, Brannon & Gillespie will support such actions. All support provided under this agreement will be as approved by the Contract Coordinator. Generally, it is understood that the following services may be required and shall be provided as needed: 1. Provision of information and technical consulting services to the Town, and to Project Management & Engineering Support Services Page 1 of 8 citizens and groups of citizens regarding the overall Utility Undergrounding Project and specific facilities installations affecting individual properties. 2. Serving as the Town's community liaison representative to resolve issues between residents and the utility companies, and also between residents and the Town, and to provide communications regarding the Project to the Town's residents as necessary. 3. Coordinating the acquisition of any additional site and survey data necessary to create conceptual designs, cost estimates, and detail data as necessary to generate final construction designs suitable for permitting and construction. 4. Developing and reviewing conceptual plans and detailed design plans for the undergrounding of overhead utilities facilities within the Town, including, but not limited to, facility designs, easement requirements, project schedules, and cost estimates. 5. Participating in direct negotiations with FPL, Comcast, and AT &T, and, to the extent applicable, with other utility providers, with respect to facility design and layout, facility configuration, equipment location, equipment selection, costs, work to be performed by or through each respective utility company, work to be performed by or through the Town and Town - employed contractors, and schedules. 6. Facilitating the creation, acquisition, and recording of required easements. 7. Coordinating services for the acquisition of contract construction resources for work that is to be done as part of the Town's responsibility for construction and installation of the new underground facilities pursuant to the Project. This service includes not only coordinating the acquisition of contract construction resources, but also advising the Town and participating in direct negotiations, on behalf of the Town, with contractors and subcontractors that may be engaged to perform work that is the Town's responsibility under the Town's agreements with FPL, Comcast, AT &T, and any other utility providers in connection with the Project. 8. Participating in materials procurement activities, including advising the Town, the utility providers, and all contractors and subcontractors as to materials availability, suitability, and decisions; supporting bidding processes, negotiations, and procurement for materials to the extent necessary, particularly with respect to the procurement of materials for work to be performed by or through the Town, its contractors, and their subcontractors; and maintaining satisfactory documents relative to the materials procurement activities. 9. Supervising, monitoring, coordinating, and facilitating all construction activities to ensure compliance with contract requirements, to promote the timely and efficient completion of all work to the extent reasonably practicable, and to minimize adverse impacts on the community during the Project construction work. 10. Maintaining satisfactory documents relative to the work performed by the Town's contractors and their subcontractors. 11. Serving as the "Town's Representative" for all technical and engineering - related purposes relative to the contracts between the Town and FPL, AT &T, Comcast, and, as necessary, other utility providers, and also relative to the contracts between the Town and its contractors. 12. Tracking and reporting to the Town the progress of all Project activities, including those that are the responsibility of the utility providers as well as those that are the responsibility of the Town's contractors and their subcontractors, relative to construction progress, conformance of work completed or in progress to design plans and relevant standards for the particular work involved, compliance with contracts, and compliance with Project Management & Engineering Support Services Page 2 of 8 schedules established for various work components of the Project. 13. Reviewing completed work and associated contractor invoices and advising the Town as to completed work and the suitability of contractor invoices. 14. Maintaining project records, as necessary, in accordance with established professional standards for engineers and in accordance with other established standards or requirements as may be specified by the Town. 15. Coordinating site restoration activities, including identification of requirements, acquisition of contractor services, and verification of completed work as necessary. 16. Providing other services necessary to the execution of the Project as may be required and approved by the Town. ARTICLE II TERM Unless otherwise approved in writing by the TOWN's Contract Coordinator, the term of this Agreement shall be for two (2) years beginning at11:55PM on the effective date as shown herein. ARTICLE III COMPENSATION AND METHOD OF PAYMENT The sole compensation to be paid to the CONTRACTOR by the TOWN for the services rendered hereunder shall be in accordance with the provisions of this agreement. All work shall be issued by the TOWN's Contract Coordinator and shall be approved by the TOWN's Contract Coordinator in advance of CONTRACTOR starting such work. The TOWN may terminate any or all work any time they desire. CONTRACTOR will immediately terminate work when instructed to do so. Payments shall be made by the TOWN upon receipt of a proper invoice from the CONTRACTOR based on completed services. CONTRACTOR shall be paid within 30 days of receipt of a proper invoice. Each invoice shall designate the nature of work performed and be accompanied by records fully detailing the amounts stated on the invoice and the date services were delivered. Payment for project services shall be based on actual amounts incurred monthly in accordance with the rate schedule provided herein and shall be paid on the same schedule as routine services. All project services shall be on a time and materials basis in accordance with the rate schedule provided herein. Time & Material Services will be provided in accordance with the following fee schedule: Principal Consultant (PE) Automobile Travel - -- Utility Coordinator 24x36 Prints - — Draftsman -- - - - - -• $185 /hr (Current IRS Rate) $165 /hr $2 /Sheet $75 /hr Project Management & Engineering Support Services Page 3 of 8 FEDEX Actual Costs +15% Clerical /Accounting - - - - - -- $45 /hr Other (Pre- Approved by TOWN) - -- Actual Costs +15% Monthly Billing under this contract shall not exceed $15,000 per month without written approval in advance by the TOWN's Contract Coordinator. Total Billing under this contract shall not exceed 7.5% of total project costs without written approval in advance from the TOWN's Contract Coordinator. ARTICLE IV CONTRACTOR RESPONSIBILITIES CONTRACTOR shall provide competent labor as required to perform these services. CONTRACTOR shall respond to correct any deficiencies in performance of the services as identified by the TOWN Contract Coordinator. ARTICLE V MODIFICATION OF CONTRACT TERMS The terms of this contract may be modified by mutual consent to increase or decrease the scope of work, adjust prices in subsequent contract periods, or for such other purposes as shall become necessary during the conduct of the contract period. Such amendments shall be accomplished in writing as an addendum to the Contract. ARTICLE VI MISCELLANEOUS TERMINATION This Agreement may be terminated by either party for cause, or by TOWN for convenience, upon five (5) days written notice from the terminating party to other party, In the event of such termination, CONTRACTOR shall be paid its compensation for services performed to termination date. In the event that CONTRACTOR abandons this Agreement or causes it to be terminated by TOWN, CONTRACTOR shall indemnify TOWN against any loss resulting from such termination by abandonment. For purposes of this Agreement, termination by TOWN for cause includes, but is not limited to, the following: 1. CONTRACTOR'S failure to keep, perform and observe the provisions of this Agreement; or CONTRACTOR'S abandonment of the work. 2. Any material misrepresentation, written or oral, made by the CONTRACTOR to the TOWN; 3. Failure by the CONTRACTOR to timely perform and /or observe any or all Project Management & Engineering Support Services Page 4 of 8 of the covenants, rules, regulations, guidelines or terms and conditions of this Agreement; and /or 4. Insolvency, bankruptcy, and /or suggestion of bankruptcy on the part of the CONTRACTOR. CONTRACTOR recognizes and agrees that in the event of the termination or expiration of this Agreement, it will be necessary to assist the TOWN and /or a selected successor to CONTRACTOR with an orderly transition of work. CONTRACTOR shall be paid in accordance with Article III for all services rendered through the date of termination. EQUAL OPPORTUNITY EMPLOYMENT CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following; employment upgrading, demotion or transfer; recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. ASSIGNMENT This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by CONTRACTOR, under any circumstances, without the prior written consent of TOWN. INDEMNIFICATION OF TOWN 1. CONTRACTOR shall at all times hereafter, indemnify, hold harmless, and defend TOWN, its agents, and employees from and against any claim, demand, or cause of action of any kind or nature arising out of error, omission or negligent act of CONTRACTOR, its agents, or employees in the performance of services under this Agreement. 2. CONTRACTOR further agrees, at all times hereafter, to indemnify, hold harmless and defend TOWN, its agents, employees and subcontractors utilized by CONTRACTOR pursuant to this Agreement from and against any claim, demand or cause of action of any kind or nature arising out of any conduct or misconduct of CONTRACTOR resulting from the performance of services under this Agreement for which TOWN, its agents, or employees are alleged to be liable. 3. CONTRACTOR acknowledges and agrees that TOWN would not enter into this Agreement without this indemnification of TOWN by CONTRACTOR, and that TOWN'S entering into this Agreement shall constitute good and sufficient consideration for this indemnification. These provisions shall survive the expiration or earlier termination of this Project Management & Engineering Support Services Page 5 of 8 Agreement. Nothing in this Agreement shall be construed to affect in any way the TOWN'S rights, privileges, and immunities as set forth in Florida Statutes 768.28. INSURANCE CONTRACTOR shall provide, pay for, and maintain in force at all times during the services to be performed, such insurance as required below, including Workers' Compensation Insurance, Employer's Liability Insurance and Comprehensive General Liability Insurance. Such policy or policies shall be issued by approved companies authorized to do business in the State of Florida, and having agents upon whom service of process may be made in the State of Florida. CONTRACTOR shall specifically protect TOWN by naming the TOWN as an additional insured under the Comprehensive General Liability Insurance Policy hereinafter described. 1. Worker's Compensation Insurance to apply for all employees in compliance with the Workers Compensation Law of the State of Florida and all applicable federal laws. Notice of Cancellation and /or Restriction: CONTRACTOR must provide TOWN with thirty (30) days notice of cancellation, change in coverage, and /or restriction. 2. Comprehensive General Liability Insurance with minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office. The TOWN is to be named as additional insured with CONTRACTOR to liability arising out of operations performed for TOWN, by or on behalf of CONTRACTOR, or acts or omissions of CONTRACTOR in connection with such operation. 3. Business Automobile Liability Insurance with minimum limits of Five Hundred Thousand Dollars ($500,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include Owned vehicles as well as hired and non -owned vehicles. 4. CONTRACTOR shall provide to TOWN, prior to the effective date of this Agreement, a Certificate of Insurance or a copy of all insurance policies required herein. The TOWN reserves the right to require a certified copy of such policies upon request. PERFORMANCE OF WORK BY CONTRACTOR /SUBCONTRACTORS 1. It is expressly agreed that CONTRACTOR is and shall be in the performance of all work, services and activities under this Agreement, an independent contractor and not an employee, agent, or servant of the TOWN. All persons engaged in any work, service or activity performed pursuant to this Agreement shall at all times and in all places be subject to CONTRACTOR'S sole direction, supervision and control. CONTRACTOR shall exercise control over the means and manner in which it and its employees perform and work, and Project Management & Engineering Support Services Page 6 of 8 in all manner in which it and its employees perform the work, and in all CONTRACTOR'S relationship and the relationship of its employees to the TOWN, shall be that of an independent contractor and not as employees or agents of the TOWN. 2. In the event CONTRACTOR, during the term of this Agreement, requires the services of any subcontractors or other professional associates, in connection with services covered under this Agreement, CONTRACTOR must secure the prior written approval of TOWN'S Contract Coordinator. Permission to utilize the services of William Peery (Utility Coordinator) and Bill Swann (Draftsman) as subcontractors is hereby granted subject to the applicable terms and conditions herein. Any subcontractor authorized to perform under this Agreement shall be required to possess the same insurance coverage as enumerated herein. LAWS AND REGULATIONS It is further understood by the parties that. CONTRACTOR will, in carrying out the duties and responsibilities under this Agreement, abide by all federal, state and local laws. CONTRACT COORDINATOR The TOWN'S Contractor Coordinator during the performance of services pursuant to this Agreement shall be Joann Manganiello, Town Administrator. In the event that the Town approves a change in roles, CONTRACTOR shall be notified in writing prior to the effective date of such a change. NO CONTINGENT FEE CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement 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 CONTRACTOR, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. GOVERNING LAW AND VENUE This agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Palm Beach County, and the Agreement will be interpreted according to the laws of Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other of further exercise thereof. ATTORNEY'S FEES In any action brought by either party for the enforcement of the obligations of the other party, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. Project Management & Engineering Support Services Page 7 of 8 AUTHORITY TO ENGAGE IN BUSINESS CONTRACTOR hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the TOWN'S representative upon request. NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR TOWN: FOR CONTRACTOR: Joann Manganiello, Town Administrator DANNY BRANNON TOWN OF JUPITER INLET COLONY BRANNON & GILLESPIE, LLC 1 Colony Road 12798 West Forest Hill Blvd Jupiter Inlet Colony, FL 33469 Wellington, FL 33414 IN WITNESS WHEREOF, the parties hereto have set their hands this Lth day of fjPr1 L 2010. ATTEST: TOWN 9f�� ER INLET COLONY Joann Manganiell) hn M. Town Administrator Mavor ENDORSED AS TO FORM AND SUFFICIENCY: William Doney, Town Attorney JON & LI-ESPIE, LLC BRANNON & LLESPIE, LLC S. 6illespie Danny P. Brannon IPartner General Partner Project Management & Engineering Support Services Page