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.
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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