HomeMy WebLinkAboutRFQ 22-23-A03 Arch and Eng Design and Permitting Contract- Bhide Fully ExecutedCONTRACT BETWEEN
CLAY COUNTY UTILITY AUTHORITY
AND
BHIDE & HALL ARCHITECTS, P.A.
THIS AGREEMENT for ARCHITECTURAL AND ENGINEERING DESIGN AND
PERMITTING SERVICES (or this “Agreement”) is made and entered between Clay County
Utility Authority (“CCUA”), an independent special district established and created pursuant to
Chapter 94-491, Laws of Florida, by Special Act of 1994, 3176 Old Jennings Road, Middleburg,
Florida 32068, and BHIDE & HALL ARCHITECTS, P.A., 1329 Kingsley Avenue, Suite C,
Orange Park, Florida 32073 (hereinafter referred to as the “CONTRACTOR”).
W I T N E S S E T H:
WHEREAS, in response to a publicly advertised Request for Qualifications # 2022/2023-A03
Architectural and Engineering Design and Permitting Services, the Consultant submitted
qualifications to CCUA and was selected by CCUA as a qualified applicant in the best interest of
CCUA; and
WHEREAS, CCUA and the Consultant have negotiated mutually satisfactory terms for the
execution of the Agreement and is incorporated by reference and made part hereof; and
WHEREAS, the Consultant hereby certifies it has been granted and possesses valid, current
licenses to do business in the State of Florida, issued by the respective State Board(s) responsible
for regulating and licensing the professional services to be provided and performed by the
Consultant pursuant to this Agreement; and
WHEREAS, the selection and engagement of the Consultant has been made by CCUA in
accordance with the provisions of the Consultants’ Competitive Negotiation Act (“CCNA”),
Section 287.055, Florida Statues, and
NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained
herein, and for other good and valuable consideration, the receipt and legal sufficiency of which
is hereby expressly acknowledged, the parties hereto agree that, with mutual acceptance of this
Agreement as indicated hereinafter by the execution of this Agreement by both parties, a legally
enforceable contract shall exist between both parties consisting of:
SECTION 1. TERM OF CONTRACT.
The term of this Agreement shall become effective January 16, 2023 and continue for a
period of one (1) year with the option to renew for four (4) additional one year renewal
options upon mutual agreement by both parties.
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SECTION 2. SERVICES BY THE CONSULTANT.
A. ASSIGNMENT OF WORK: Work to be performed by the Consultant shall be on an as
needed basis as determined by CCUA. All work shall be mutually negotiated with the
Consultant and CCUA by Supplemental Agreements at the request of CCUA, When
requested, by CCUA, the Consultant shall prepare a detailed scope of services (hereinafter
referred to as “Scope”), list deliverables, schedules, work hour budget and a not to exceed
fee budget for the associated work needed to complete the “Supplemental Agreement”
(herein so called) for CCUA’s review and approval prior to the Consultant beginning any
work. Fees shall be based on the established contract hourly rates, feed and charges and as
set forth in each Supplemental Agreement.
B. COMMENCEMENT OF WORK: The Consultant shall not commence work on the Project
or Supplemental Agreement without prior written Notice to Proceed (hereinafter referred to
as “NTP”) by CCUA. Following the issuance of such NTP the Consultant shall be
authorized to commence work promptly and shall carry on all such services and work as
may be required in a timely and diligent manner to completion. The Consultant hereby
releases CCUA from any claim for damages or compensation, whether in contract, tort or
otherwise, in the event that no NTP is issued pursuant to this Agreement.
C. SCHEDULE OF WORK: All services and duties shall be conducted and performed by the
Consultant diligently, completely and in accordance with professional standards of
conducted and performance. The Consultant acknowledges the importance of CCUA’s
schedules and agrees to put forth its reasonable professional efforts in performing the
services under this Agreement with due diligence to achieve the mutually agreed upon
schedules. The Consultant agrees to employ, engage, retain and/or assign an adequate
number of personnel throughout the period of this Agreement so that all Supplemental
Agreement(s) and Scope(s) will be provided, performed, and completed in a timely and
diligent manner throughout. Should the Consultant be obstructed or delayed in the
prosecution or completion of its obligations under this Agreement and its Supplemental
Agreement(s) as a result of causes beyond the control of the Consultant, or its
subconsultant(s) and/or subcontractor(s), and not due to its fault or neglect, the Consultant
shall notify CCUA in writing, within five (5) calendar days after the commencement of such
delay, stating the cause(s) thereof and requesting an extension of the Consultant’s time
performance. Upon receipt of the Consultant’s request for an extension of time, CCUA will
begin determination with the Consultant of the length of extension and legitimacy of cause.
D. ADDITIONAL SERVICES: “Additional services” (herein so called) beyond the work
identified in the Supplemental Agreement Scope shall only be authorized to be performed
or provided by the Consultant when agreed to in writing in advance by both parties. In any
case in which the Consultant deems that additional compensation is due for its services or
materials which is not expressly covered in the Supplemental Agreement, or not specifically
authorized in writing by CCUA, the Consultant shall notify CCUA in writing and must
receive prior written approval therefrom CCUA. If the Consultant fails to provide its written
notice or does not receive CCUA’s written approval prior to performing or providing any
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Additional Services, the Consultant shall not receive and additional compensation for the
same.
E. QUALITY CONTROL: The Consultant shall perform Quality Control (hereinafter referred
to as "QC”) review for all deliverables and supporting work prepared by the Consultant
upon which those documents are based. The Consultant shall provide CCUA with a
summary of each QC reviewed document which identifies the document reviewed and the
QC review steps that were performed. The Consultant shall keep the original or copy of
each QC reviewed document bearing distinguishable markings that identify the QC review
steps that were performed by whom and when for the Duration of this Agreement and in
accordance with the Retention of Documents section of this Agreement. The Consultant
shall provide copies of the QC documents to CCUA upon request.
F. STANDARD OF CARE: The Consultant shall put forth its reasonable professional efforts
to comply with applicable laws, codes, rules, and regulations in effect as of the date of the
execution of this Agreement and the date of deliverables or submissions. In providing
services the Consultant shall perform in a manner which, at a minimum, is consistent with
that degree of care and skill ordinarily exercised by members of the same profession
currently practicing under similar circumstances at the same time and in the same or similar
locality. The Consultant is responsible for the quality, accuracy, completeness, and
coordination of all deliverables and other services the Consultant or it subconsultants,
subcontractors, or vendors provide.
G. ESTIMATES OF PROBABLE CONSTRUCTION COST: In providing estimates of
probable construction cost, CCUA understands that the Consultant has no control over the
cost or availability of labor, equipment, or materials, or over market conditions or a
contractor's pricing, and that the Consultant's estimates of probable construction costs are
made on the basis of the Consultant's professional judgment and experience. The
Consultant makes no warranty, express or implied, that the bids or the negotiated cost of
the work will not vary from the Consultant's estimate of probable construction cost.
H. CERTIFY, CERTIFICATION: A statement of the Consultant's opinion, based on its own
observation of conditions, to the best of the Consultant's professional knowledge,
information, and belief. Such statement of opinion does not constitute a warranty or
guarantee, either express or implied.
I. PERMITS AND APPROVALS: The Consultant shall assist CCUA in preparing,
coordinating, applying, and submitting for those permits, approvals and extensions
required by law and rule for projects similar to the one for which the Consultant's services
are being engaged. This assistance shall consist of completing and submitting forms and
other supportive information necessary to the appropriate regulatory agencies having
jurisdiction over the Consultant’s documents and other services normally provided by the
Consultant and shall be included in the Scope of the Supplemental Agreement.
J. LICENSES: The Consultant agrees to obtain and maintain throughout the period this
Agreement is in effect, all such licenses as are required to do business in the State of
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Florida, including but not limited to licenses required by the respective State Board(s) and
other governmental agencies responsible for regulating and licensing the professional
services provided and performed by the Consultant pursuant to this Agreement and the
Scope and services provided therein.
K. RESPONSIBILITY TO CORRECT: In accordance with the generally accepted standards
of the Consultant’s profession, the Consultant agrees to be responsible for the professional
quality, technical adequacy and accuracy, timely completion, and the coordination of all
data, studies, surveys, designs, specifications, calculations, estimates, plans, drawings,
construction documents, photographs, reports, memoranda, other documents and
instruments, and other services, work and materials performed, provided and/or furnished
by Consultant or by any subconsultant(s) and/or subcontractor(s) retained or engaged by
the Consultant pursuant to this Agreement (hereinafter referred to as “Work Products”).
The Consultant shall, without additional compensation, correct, revise, or have corrected
or revised any errors, omissions and other deficiencies in such Work Products resulting
from consultant or any subconsultant(s), vendor(s) or subcontractor(s) engaged by the
Consultant.
SECTION 2. COMPENSATION.
A. OVERHEAD AND PROFIT RATES: Proposed overhead rates shall conform to Federal
Acquisition Regulations as established by a governmental audit or certified to by a
Certified Public Accountant. Fees to the Consultant shall be established based on raw
hourly salary rates plus a not to exceed overhead and profit rate factor of 1.9 for a
combined total hourly multiplier of 2.9 for services. Profit rates shall only be applied to
direct labor plus overhead. No markup or profit shall be paid on non-labor related job
costs, reimbursables, or on services provided by subconsultants, vendors or others. Any
work or professional services subcontracted for by the Consultant for which CCUA has
agreed to reimburse the Consultant shall not be marked-up but shall be payable by
CCUA only in the exact amount reasonably incurred by the Consultant. No other such
subcontracted services shall be reimbursed.
B. FIRM PRICE AND PRICE ESCALATION OR DE-ESCALATION: All prices are to
remain firm for a period of one (1) year from the effective date of the Contract. The
Authority will consider price escalation or de-escalation prior to the annual anniversary
date of this Agreement. Escalation and de-escalation will be reviewed by the Authority
on an item-by-item basis. Contractor may request increases or decreases in price as
follows:
Within at least ninety (90) days prior to the anniversary date of the current contract
term, the Contractor may submit a written request for escalation or de-escalation
only on items for which it can no longer honor the awarded price. The request must
include a brief description of the item, and a new price that will remain firm until
the next anniversary date of the contract term.
The Authority reserves the right to:
1. Grant or decline any request for escalation or de-escalation with or without
cause.
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2. Request documentation from the referenced parts manufacturer justifying
any requested increase. In the event of such request, the Authority will only
allow the Contractor to increase its price by the amount of the actual
increase as provided by the parts manufacturer.
3. The justification for the increase shall be based on an average of the
previous twelve (12) months of the overall Consumer Price Index (CPI).
4. Any decision of the Authority to grant or decline a request for price
adjustment will be at the Authority’s sole discretion and its decision shall
be final. Annual rate adjustments for services will be at the discretion of the
Authority.
C. COMPLETION: Payment of the entire fee or lump sum amount is contingent upon
Consultant’s final completion of the entire Scope as specified in this Agreement. Such
final completion of the Scope must be acceptable to and accepted by CCUA. Such
acceptance by CCUA may not be unreasonably denied. In the event the Consultant does
not complete the entire Scope, then the lump sum amount will be pro-rated using the
ratio that the amount actually completed, and which is acceptable to and accepted by
CCUA bears to the entire Scope. Unless otherwise set forth in this Agreement the
Consultant shall be responsible for providing and performing whatever services, work,
equipment, material, personnel, supplies, facilities, transportation, and administrative
support that are necessary and required to complete all of the Scope and conformance
with the provisions of this Agreement.
D. INVOICE PROCEDURE: Invoices shall be submitted by the Consultant monthly on an
“as incurred” basis and shall be made by CCUA in accordance with the Local
Government Prompt Payment Act (the “Act”). Upon receipt of a proper statement,
invoice or draw request CCUA shall have the number of days provided in the Act in
which to make payment. Invoices shall be in a form and containing such documentation
as reasonably required by CCUA. Each such invoice shall include project name, project
number, breakdown of charges, description of service(s), work provided and/or
performed, supportive documentation, the amount of payment requested, the amount
previously paid, the total contract value, the percent completed since the last invoice,
the total percent completed to date, and any other such information as may be reasonable
and necessary to secure the written approval of the invoice by CCUA. Each invoice
shall contain a statement that it is made subject to the provisions and penalty of Section
837.06, Florida Statutes. If CCUA objects to any portion of an invoice, CCUA shall so
notify the Consultant. CCUA shall identify specific cause of the disagreement and the
amount in dispute and request revision. Any dispute over invoiced amounts due which
cannot be resolved within thirty (30) calendar days after presentation of invoice by
direct negotiation between the parties shall be resolved in accordance with the Dispute
Resolution provision of this Agreement.
E. PROMPT PAYMENT TO SUBCONSULTANTS AND VENDORS: The Consultant
as a condition precedent to progress and final payments to the Consultant, the Consultant
shall provide to CCUA, with its requisition for payment, documentation that sufficiently
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demonstrates that the Consultant has made proper payments to its subconsultants and
vendors from all prior payments that Consultant has received from CCUA. The
Consultant shall not unreasonably withhold payments to subconsultants and vendors if
such payments have been made to the Consultant. If the Consultant withholds payment
to its subconsultants and vendors, which payment has been made by CCUA to the
Consultant, the Consultant shall return said payment to CCUA. The Consultant’s failure
to pay undisputed amounts to the subconsultants and vendors within thirty (30) business
days, after the Consultant receives payment from CCUA, shall be a breach of this
Agreement and may result in termination of this Agreement in the discretion of CCUA.
F. PAYMENT WHEN SERVICES ARE TERMINATED AT THE CONVENIENCE OF
CCUA: In the event of termination of this Agreement at the convenience of CCUA,
and not due to the fault of the Consultant, CCUA shall compensate the Consultant only
for: (1) all services performed prior to the effective date of termination, including the
overhead and profit allocable to the services performed; (2) reimbursable expenses
then due; and (3) reasonable expenses incurred by the Consultant in affecting the
termination of services and work, and incurred by the Consultant’s submittal to CCUA
of drawings, plans, data, and other documents therefor.
G. PAYMENT WHEN SERVICES ARE SUSPENDED: In the event CCUA suspends the
Consultant’s services of work on all or part of the services required to be provided and
performed by the Consultant pursuant to this Agreement, CCUA shall compensate the
Consultant only for services performed prior to the effective date of suspension,
including the overhead and profit allocable to the services performed, and reimbursable
expenses then due and any reasonable expenses incurred or associated with, or as a
result of such suspension.
H. NON-ENTITLEMENT TO ANTICIPATED FEES: In the event the services required
pursuant to this Agreement are terminated, eliminated, cancelled, or decreased due to:
termination; suspension in whole or in part; and and/or are modified by the subsequent
issuance of Supplemental Agreement(s) other than receiving the compensation set forth
in Sections 2.E and 2.F above, the Consultant shall not be entitled to receive
compensation for anticipated professional fees, profit, general and administrative
overhead expenses or for any other anticipated income or expense which may be
associated with the services which are terminated, suspended, eliminated, cancelled or
decreased.
I. TRAVEL: CCUA shall not be billed or invoiced for time spent traveling to and from
the Consultant's offices or other points of dispatch of its subcontractors, employees,
officers, or agents in connection with the services being rendered, other than as provided
for in this Agreement. If and only if travel and per diem expenses are addressed in the
contract or agreement in a manner which expressly provides for CCUA to reimburse the
Consultant for the same, then CCUA shall reimburse the Consultant only for those travel
and per diem expenses reasonably incurred and only in accordance with the provisions
of Section 112.061, Florida Statutes. In the event the Consultant has need to utilize
hotel accommodations or common carrier services, CCUA shall reimburse the
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Consultant for its reasonable expense incurred thereby provided prior approval of the
Executive Director of CCUA, or its designee, is obtained.
J. REIMBURSIBLE: CCUA shall not be liable to reimburse the Consultant for any courier
service, telephone, facsimile, copying expenses or postage charges incurred by the
Consultant.
SECTION 3. PERSONNEL
A. QUALIFIED PERSONNEL: The Consultant agrees when the services to be provided
and performed relate to a professional service(s) which, under Florida Statutes,
requires a license, certificate of authorization or other form of legal entitlement to
practice such services, to employ and/or retain only qualified personnel to be in
responsible charge of all Scope to be provided pursuant to this Agreement.
B. CONSULTANT’S PROJECT MANAGER: The Consultant agrees to employ and
designate, in writing, a qualified and, if required by law, a licensed professional to
serve as the “Consultant’s Project Manager” (herein so called). The Consultant’s
Project Manager shall be authorized and responsible to act on behalf of the
Consultant with respect to directing, coordinating, and administering all aspects of the
Scope to be provided and performed under this Agreement and Supplemental
Agreement(s) thereto. The Consultant’s Project Manager shall have full authority to
bind and obligate the Consultant on any matter arising under this Agreement and
Supplemental Agreement(s) unless substitute arrangements have been furnished in
advance to CCUA by the Consultant in writing. The Consultant agrees that the
Consultant’s Project Manager shall devote whatever time is required to satisfactorily
direct, supervise and manage the Scope and services provided and performed by the
Consultant throughout the entire period this Agreement is in effect.
SECTION 4. RETENTION OF DOCUMENTS.
1. The Consultant agrees to maintain all documents, including electronic documents, related
to the Project for a period of not less than five (5) years, in a reasonably accessible manner
consistent with the Consultant's internal document retention policy.
A. REASONABLY ACCESSIBLE: In order to be considered reasonably accessible, such
documents must not be deleted or totally destroyed such that they cannot be reproduced
or only be restored at a significant cost.
B. DOCUMENT RETENTION POLICY: A written policy by which each employee,
subcontractor, and subconsultant and its subcontractors or subconsultants of any tier,
follows the same protocol to retain all required documents related to a project in a
consistent, organized manner sufficient to allow efficient retrieval of same.
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SECTION 5. PUBLIC FUNDS
CCUA’s performance of this Agreement shall be contingent upon and subject to the existence of
lawfully appropriated public funds for each fiscal year (i.e., October 1 through and including the
next following September 30) of CCUA.
SECTION 6. EXTENT OF AGREEMENT
This Agreement, together with the Request for Qualifications (“RFQ”), Addendums, Consultant’s
response submittal to the RFQ, all attachments and forms, represents the final and completely
integrated Agreement between the parties regarding its subject matter and supersedes all prior
negotiations, representations, or agreements, either written or oral. Any pre-printed provisions of
the Consultant’s written materials, contract forms, or documents to the contrary notwithstanding,
no transportation surcharges shall apply, and no policies of the Consultant available on the
Consultant’s website or retained in the Consultant’s office are incorporated by reference nor shall
be deemed to be part of this Agreement, unless the same is attached this Agreement, and separately
signed by the duly authorized signor for CCUA.
SECTION 7. PROHIBITION AGAINST CONTINGENT FEES
The Consultant shall not have employed or retained any company or person, other than an
employee working solely for the Consultant, 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 an employee
working for the 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 these provisions, CCUA 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 a fee, commission, percentage, gift, or consideration.
SECTION 8. STATUS
Any pre-printed provisions of the Consultant’s written materials, contract forms, or documents to
the contrary notwithstanding, the CCUA’s entry into the contract or agreement with consultant
does not give Consultant any preferential status, “most favored nations” status, nor right of first
refusal to any renewal or for any other contract or agreement to provide other goods and/or services
to the CCUA.
SECTION 9. OWNERSHIP OF INSTRUMENTS OF SERVICE
CCUA shall retain ownership of all Work Products including electronic files, field data, pictures,
notes and other documents and instruments prepared by the Consultant as instruments of service.
The Consultant shall not be liable for any re-use of such documents for other than the specific
purpose intended without the Consultant's written verification or adaptation thereof.
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SECTION 10. INSURANCE
GENERAL LIABILITY INSURANCE
The limits of this insurance shall not be less than the following limits:
Each Occurrence Limit $1,000,000
Personal & Advertising Injury Limit $1,000,000
Medical Expense Limit (any one person) $ 10,000
General Aggregate $1,000,000
Products & Completed Operations Aggregate Limit $1,000,000
General liability coverage shall apply to “bodily injury” and to “property damage” occurring on,
about, or in transit to CCUA’s premises for the covered operations or professional services to be
performed for CCUA by or on behalf of the additional insureds.
WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY INSURANCE
The Contractor shall purchase and maintain at the Contractor’s sole expense Workers’
Compensation and Employer’s Liability insurance coverage for the life of this Agreement.
The Limits of this insurance shall not be less than the following limits:
Part One – Workers’ Compensation Insurance – Unlimited
Statutory Benefits as provided in the Florida Statutes
Part Two – Employer’s Liability Insurance
Bodily Injury By Accident $1,00,000 Each
Bodily Injury By Disease $1,00,000 Policy
Bodily Injury By Disease $1,00,000 Each
*If leased employees are used, policy must include an Alternate Employer’s Endorsement.
EXCESS LIABILITY INSURANCE
The Contractor shall purchase and maintain at the Contractor’s sole expense Excess Liability
(Umbrella Form) insurance coverage for the life of this Contract. The Limits of this insurance shall
not be less than the following limits:
Each Occurrence Limit $1,000,000
Aggregate Limit $1,000,000
PROFESSIONAL LIABILITY (ERRORS & OMISSIONS)
This additional coverage will be required for all projects involving consultants and similar
exposures. The Contractor shall purchase and maintain at the Contractor’s sole expense
Professional Liability insurance coverage for the life of this Agreement. The minimum amount of
such insurance shall be as follows:
Per Claim/Annual Aggregate $1,000,000
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Professional Liability coverage will be provided on an Occurrence Form or a Claims Made Form
with a retroactive date to at least the first date of this Agreement. If provided on a Claims Made
Form, the coverages must respond to all claims reported within three (3) years following the period
for which coverage is required and which would have been covered had the coverage been on an
occurrence basis.
CYBER AND DATA SECURITY LIABILITY
This additional coverage will be required of Proposer for information technology services,
software providers, programmers, and similar exposures. The Contractor shall purchase and
maintain at the Contractor’s sole expense Cyber and Data Security Liability insurance coverage
for the life of this Contract. The minimum amount of such insurance shall be as follows:
Technology Errors and Omissions Liability coverage $1,000,000/per claim
Media $1,000,000/per claim
Network and Data (Information) Security $1,000,000/per claim
Policy coverage must include Third Party Liability coverage.
CRIME/FIDELITY COVERAGE
This additional coverage will be required for all service providers involving information
technology services, Pension consulting and administration, and similar exposures. The Contractor
shall purchase and maintain at the Contractor’s sole expense Crime/Fidelity and/or Fiduciary
Liability insurance coverage for the life of this Contract. The minimum amount of such insurance
shall be as follows:
Third Party Employee Dishonesty $1,000,000
Contractor shall require each of its subcontractors/vendors to likewise purchase and maintain at
their expense Commercial General Liability insurance, Workers’ Compensation and Employer’s
Liability coverage, Automobile Liability insurance and Excess Liability insurance coverage
meeting the same limit and requirements as the Contractor/Vendors insurance. Certificates of
Insurance acceptable to CCUA for the Contractor / subcontractor / vendor’s insurance must be
received within five (5) days of Notification of Selection and at time of signing Agreement.
Certificates of Insurance and the insurance policies required for this Agreement shall contain an
endorsement that coverage afforded under the policies will not be cancelled or allowed to expire
until at least thirty (30) days prior written notice has been given to CCUA.
Certificates of Insurance and the insurance policies required for this Agreement will include a
provision that policies, except Workers’ Compensation, are primary and noncontributory to any
insurance maintained by the Contractor/subcontractor/vendor.
CCUA must be named as an Additional Insured and endorsed onto the Commercial General
Liability (CGL), Auto Liability and Excess Liability policy(ies). A copy of the endorsement(s)
must be supplied to CCUA within ten (10) days following the execution of the Agreement or prior
to the first date of professional services being provided, whichever comes first.
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The Contractor waives, and the Contractor shall ensure that the Contractor’s insurance carrier
waives, all subrogation rights against CCUA and CCUA’s officers, employees, and volunteers for
all losses or damages. CCUA requires the policy to be endorsed with WC 00 03 13 Waiver of our
Right to Recover from Others or equivalent.
CCUA shall retain the right to review, at any time, coverage from, and amount of insurance. The
procuring of required policies of insurance shall not be construed to limit the Contractor’s liability
or to fulfill the indemnification provisions and requirements of this Agreement. The Contractor
shall be solely responsible for payment of all premiums for insurance contributing to the
satisfaction of this Agreement and shall be solely responsible for the payment of all deductibles
and retentions to which such policies are subject, whether or not CCUA is an insured under such
policy(ies).
A. The CONTRACTOR shall name CCUA as a certificate holder and as additional
insured, to the extent of the services to be provided hereunder, on all required insurance
policies, and provide CCUA with proof of same.
B. The CONTRACTOR, and any authorized subcontractor(s), shall provide CCUA’s
Procurement Department with Certificate(s) of Insurance evidencing such coverage for
the duration of this Agreement. Said Certificate(s) of Insurance shall be dated and show:
1. The name of the insured CONTRACTOR;
2. The Agreement by name and CCUA Contract or RFQ number;
3. The name of the insurer;
4. The number of the policy;
5. The effective date;
6. The termination date; and
7. A statement that the insurer will mail notice to CCUA at least thirty (30) days prior
to any material changes in the provisions or cancellation of the policy.
C. Receipt of certificates or other documentation of insurance or policies or copies of
policies by CCUA, or by any of its representatives, which indicates less coverage than
is required, does not constitute a waiver of the CONTRACTOR’s obligation to fulfill
the insurance requirements specified herein.
D. The CONTRACTOR shall ensure that any subcontractor(s), hired to perform any of the
duties contained in the Scope of Services of this Agreement, maintain the same insurance
requirements set forth herein. In addition, the CONTRACTOR shall maintain proof of
same on file and made readily available upon request by CCUA.
SECTION 11. NON-RENEW
Any pre-printed provisions of the Consultant’s written materials, contract forms or documents to
the contrary notwithstanding, the same shall not automatically renew but shall be renewed only
upon subsequent written agreement of the parties.
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SECTION 12. TERMINATION AND SUSPENSION
CCUA or the Consultant may terminate this Agreement at any time, with or without cause, by
giving ten (10) days’ notice to the other in writing. In the event of termination, all finished or
unfinished Work Products prepared by the Consultant pursuant to this Agreement, shall be
provided to CCUA. In the event CCUA terminates this Agreement prior to completion without
cause, Consultant may complete such analyses and records as may be necessary to place its files
in order. This Agreement shall be terminated, with twenty-four (24) hour notice to the Consultant
in the event that funds become unavailable to CCUA for any reason whatsoever. This Agreement,
or any portion hereof, may be suspended from time to time for various periods of time or during
any of the Consultant’s performance of the Supplemental Agreements proposed hereunder,
permanently, or temporarily, by action of CCUA.
SECTION 13. INDEPENDENT CONTRACTOR
Consultant is and shall be at all times during the term of this Agreement an independent contractor
and not an employee of CCUA. Consultant agrees that it is solely responsible for the payment of
taxes applicable to the services performed under this Agreement and agrees to comply with all
local, state, and federal laws regarding the reporting of taxes, maintenance of insurance and
records, and all other requirements and obligations imposed on the Consultant as a result of its
status as an independent contractor. Consultant is responsible for providing the office space and
administrative support necessary for the performance of services under this Agreement. CCUA
shall not be responsible for withholding or otherwise deducting federal income tax or social
security or for contributing to the state industrial insurance of unemployment compensation
programs or otherwise assuming the duties of an employer with respect to the Consultant or any
employee of consultant.
SECTION 14. CONFLICT OF INTEREST
The Consultant represents that to the best of its knowledge and belief it presently has no interest
and shall acquire no interest, either direct or indirect, which would conflict in any manner with the
performance of services required hereunder. The Consultant further agrees that no person having
any such interest shall be employed or engaged by the Consultant for said performance. If
Consultant, for itself and on behalf of its subconsultants, is about to engage in representing another
client, which it in good faith believes could result in a conflict of interest with the work being
performed by the Consultant or such subconsultant under this Agreement, then it will promptly
bring such conflict of interest to CCUA’s attention, in writing. CCUA will advise the Consultant,
in writing, within ten (10) business days if such a conflict of interest exists. If CCUA determines
that there is a conflict of interest, Consultant or such subconsultant shall decline the representation
upon written notice by CCUA. If CCUA determines that there is no such conflict of interest, then
CCUA shall give its written consent to such representation. If Consultant or subconsultant accepts
such a representation, without obtaining the CCUA’s prior written consent, and if CCUA
subsequently determines that there is a conflict of interest between such representation and the
work being performed by consultant or such subconsultant under this Agreement, then the
Consultant or such subconsultant agrees to promptly terminate such representation. Consultant
shall require each of such subconsultants to comply with the provisions of this Section. Should the
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Consultant fail to advise or notify CCUA as provided herein above of representation which could,
or does, result in a conflict of interest, or should the Consultant fail to discontinue such
representation, CCUA may consider such failure as justifiable cause to terminate this Agreement.
SECTION 15. CCUA’S APPROVAL
Neither review, approval, or acceptance by CCUA of services or Work Products furnished by the
Consultant, or any subconsultant(s), vendor(s) or subcontractor(s) engaged by the Consultant,
shall not in any way relieve Consultant of responsibility for the adequacy, completeness and
accuracy of its services or Work Products or any and all of its subconsultant(s), vendor(s) and/or
subcontractor(s) engaged by the Consultant to provide and perform services in connection with
this Agreement. Neither the CCUA’s review, approval, or acceptance of, nor payment for, any of
the Consultant’s services or Work Products shall be construed to operate as a waiver of any of
CCUA’s rights under this Agreement, or any cause of action it may have arising out of the
performance of this Agreement.
SECTION 16. CONFIDENTIALITY AND PUBLIC RECORDS COMPLIANCE
The Consultant agrees, during the term of this Agreement, to comply with Chapter 119.071(3),
Florida Statutes, and not to divulge, furnish or make available to any third person, firm or
organization, without CCUA’S prior written consent, or unless incident to the proper performance
of the Consultant’s obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
services to be rendered by the Consultant or any subconsultant(s) or subcontractor(s), pursuant to
this Agreement. Subject to the foregoing provisions and law applicable to confidential
information, the Consultant will keep and maintain public records required by CCUA, which is a
public agency, in order for the Consultant to perform the services and the work required by the
Scope, and upon request from CCUA’s custodian of public records, Contractor shall provide
CCUA 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 in Chapter 119.07, Florida
Statutes, or as otherwise provided by law. The Consultant shall require all of its employees,
subconsultant(s) and subcontractor(s) to comply with provisions of this paragraph.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT:
Public Records
3176 Old Jennings Road
Middleburg, Florida 32068
(904) 272-5999
Recordsrequest@clayutility.org
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SECTION 17. PROPERTY DAMAGE
The Consultant agrees to promptly repair and/or replace, or cause to have repaired and/or replaced,
at its sole cost and expense and in a manner acceptable to and approved by CCUA, any property
damage arising out of, or caused by, the willful or intentional misconduct or negligent acts of the
Consultant, or its subconsultants and/or subcontractors. The Consultant’s obligation under this
subsection does not apply to property damage caused in whole or in part by any other consultant
or contractor engaged directly by CCUA. CCUA reserves the right, should the Consultant fail to
make such repairs and/or replacement within a reasonable period of time, to cause such repairs
and/or replacement to be made by others and for all costs and expenses associated with having
such repairs and/or replacement done to be paid for by the Consultant’s compensation fund or by
the Consultant reimbursing CCUA directly for all such costs and expenses.
SECTION 18. NONDISCRIMINATION AND EQUAL OPORTUNITY
The Consultant shall comply with all state and federal laws, as currently written or hereafter
amended, or other applicable laws prohibiting discrimination, unless based upon a bona fide
occupational qualification as provided in or as otherwise permitted by other applicable laws.
Consultant’s or its subconsultants, subcontractors and/or vendors shall be certified as minority
business enterprise as defined in Section 288.703, Florida Statutes, to count towards participation
goals or requirements. The failure of the Consultant to adhere to relevant stated requirements shall
subject the Consultant to any sanctions which may be imposed upon CCUA.
SECTION 19. INDEMNIFICATION
The Consultant shall indemnify and hold harmless CCUA, and the CCUA's officers and
employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable
attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful
conduct of the Consultant and other persons employed or utilized by the Consultant in the
performance of this Agreement. All indemnification provisions contained this Agreement are
separate and apart from, and are in no way limited by, any insurance provided pursuant to this
Agreement or otherwise. All indemnification provisions of this Agreement, relating to
Indemnification shall survive the term of this Agreement, and any holdover and/or Agreement
extensions thereto, whether such term expires naturally by the passage of time or is earlier
terminated earlier pursuant to the provisions of this Agreement. With respect to any
indemnification by CCUA provided under the contract or agreement, any such indemnification
shall be subject to and within the limitations set forth in Section 768.28, Florida Statutes, and to
any other limitations, restrictions and prohibitions that may be provided by law, and shall not be
deemed to operate as a waiver of CCUA’s sovereign immunity.
SECTION 20. GOVERNING LAW
CCUA and the Consultant agree that this Agreement and any legal actions concerning its validity,
interpretation and performance shall be governed by the laws of Clay County, Florida without
regard to any conflict of law’s provisions, which may apply the laws of other jurisdictions. It is
further agreed that any legal action between CCUA and the Consultant arising out of this
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Agreement, or the performance of the services shall be brought in a court of competent jurisdiction
in Clay County, Florida.
SECTION 21. DISPUTE RESOLUTION
In an effort to resolve any conflicts that arise during or relate to the Consultant’s performance of
the Agreement, CCUA and the Consultant agree that all disputes between them arising out of or
relating to this Agreement shall be submitted to nonbinding mediation. The Consultant further
agrees to include a similar mediation provision in all agreements with independent subcontractors
and subconsultants retained by the Consultant for this Agreement or any Supplemental
Agreement(s), and to require all independent subcontractors and subconsultants also to include a
similar mediation provision in all agreements with its subcontractors, subconsultants, suppliers,
vendors and fabricators, thereby providing for mediation as the primary method for dispute
resolution among the parties to all those agreements. CCUA shall not be bound by any provision
requiring binding arbitration or binding mediation of disputes. If a dispute arises either party shall
follow the following provisions: provide written explanation of the dispute a minimum 30 days’
notice to the other party prior to mediation, the mediator shall be a member of the National
Academy of Distinguished Neutrals (“NADN”), if an impasse is reached there shall be a sixty (60)
day cooling off period required, a minimum 30 days written notice shall be provided to the other
party prior to filing suit in any court after the cooling off period.
SECTION 22. THIRD PARTY BENEFICIARIES
Nothing contained in this Agreement shall create a contractual relationship with or a cause of
action in favor of a third party against either CCUA or the Consultant. The Consultant's services
under this Agreement are being performed solely for CCUA’s benefit, and no other party or entity
shall have any claim against the Consultant because of this Agreement or the performance or
nonperformance of services hereunder. CCUA and Consultant agree to require a similar provision
in all contracts with contractors, subcontractors, subconsultants, vendors and other entities
involved in this Agreement or Supplemental Agreement(s) to carry out the intent of this provision.
SECTION 23. TRUTH IN NEGOTIATION CERTIFICATION
The Consultant understands and agrees that execution of this Agreement by the Consultant shall
be deemed to be simultaneous execution of a truth-in-negotiation certificate under this provision
to the same extent as if such certificate had been executed apart from this Agreement, such
certificate being required by Section 287.055, Florida Statutes. Pursuant to such certificate, the
Consultant hereby states that the wage rates and other factual unit costs supporting the
compensation hereunder are accurate, complete, and current at the time of contracting. Further the
Consultant agrees that the compensation hereunder shall be adjusted to exclude any significant
sums where CCUA determines the Compensation was increased due to inaccurate, incomplete, or
noncurrent wage rates and other factual unit costs, provided that any and all such adjustments shall
be made within one (1) year following the completion date of this Agreement or Supplemental
Agreement(s).
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SECTION 24. AMENDMENTS
This Agreement may be amended only by written instrument specifically referring to this
Agreement and executed with the same formalities as this Agreement.
SECTION 25. ASSIGNMENT
Neither party to this Agreement shall transfer, sublet or assign any rights or duties under or interest
in this Agreement, including but not limited to monies that are due or monies that may be due,
without the prior written consent of the other party. Subcontracting to subconsultants, normally
contemplated by the Consultant as a generally accepted business practice, shall not be considered
an assignment for purposes of this Agreement.
SECTION 26. ATTORNEY’S FEES
In any action involving the enforcement or interpretation of this Agreement, each party, whether
CCUA or the Consultant, shall be responsible for its own respective attorneys' fees and costs.
SECTION 27. WAIVER
The failure of either party to exercise any of its rights is not a waiver of those rights. A party
waives only those rights specified in writing and signed by the party waiving its rights. Oral
modification or rescission of this Agreement by an employee or agent of either party, shall not
release either party of its obligations under this Agreement, shall not be deemed a waiver of any
rights of either party to insist upon strict performance hereof, or of either party’s rights or remedies
under this Agreement or by law, and shall not operate as a waiver of any of the provisions hereof.
SECTION 28. SURVIVAL OF REMEDIES
The parties’ remedies shall survive the termination of this Agreement.
SECTION 29. PROVISIONS SEVERABLE
In the event any of the provisions of this agreement should be found to be unenforceable, it shall
be stricken and the remaining provisions shall be enforceable.
SECTION 30. FINANCIAL CONSEQUENCES
Should the Consultant fail to comply with any term of this Agreement, CCUA shall take one or
more of the following actions, as appropriate in the circumstances:
• Temporarily withhold payments pending correction of the deficiency,
• Disallow all or part of the cost of the activity or action not in compliance,
• Wholly or partially suspend or terminate this Agreement,
• Withhold further awards to the Consultant, and/or
• Take further remedies that may be legally or equitably available.
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SECTION 31. DOCUMENTS CONSTITUTING ENTIRE AGREEMENT
The following documents are hereby incorporated and made part of this Agreement:
1. Exhibit A – Sample Supplemental Agreement
2. Exhibit B – Scope of Services
3. Exhibit C – Original Statement of Qualification (SOQ) submitted by
Contractor
In the event of a conflict between the covenants, terms, and/or provisions of this Agreement and
Exhibit “A,” the provisions of the Agreement shall take precedence.
SECTION 32. NOTICE
The parties hereto agree and understand that written notice, mailed or delivered to the last known
mailing address, shall constitute sufficient notice to CCUA and the CONTRACTOR. All notices
required and/or made pursuant to this Agreement to be given to CCUA and the CONTRACTOR
shall be in writing and given by way of the United States Postal Service, first class mail, postage
prepaid, addressed to the following addresses of record:
CCUA: Clay County Utility CCUA
Attention : Angelia Wilson
Procurement Manager
3176 Old Jennings Road
Middleburg, Florida 32068
CONTRACTOR: Bhide & Hall Architects, P.A.
Brian Sawyer, AIA LEED AP BD+C
1329-C Kingsley Avenue
Orange Park, Florida
SECTION 33. CLIENT SERVICE MANAGERS
CCUA and the CONTRACTOR have identified individuals as “Client Service Managers” (herein
so called), listed below, who shall have the responsibility for managing the Scope of Services to
be performed under this Agreement. The person or individual identified by the CONTRACTOR
to serve as the Client Service Manager for this Agreement, or any replacement thereof, is subject
to prior written approval and acceptance by CCUA. If CCUA or CONTRACTOR replace their
own current Client Service Manager with another individual, an amendment to this Agreement
shall not be required. CCUA will notify the CONTRACTOR, in writing, if the current CCUA
Client Service Manager is replaced by another individual.
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A. CCUA Client Service Manager’s contact information is as follows:
Paul Steinbrecher, PE
Chief Engineer
Clay County Utility CCUA
3176 Old Jennings Road
Middleburg, Florida 32068
Phone: 904-213-2408
Email: psteinbrecher@clayutility.org
B. The CONTRACTOR Client Service Manager’s contact information is as follows:
Brian Sawyer, AIA LEED AP BD+C
Bhide & Hall Architects P.A.
1329-C Kingsley Avenue
Orange Park, Florida
Phone: 904-264-1919
Email: bsawyer@bhide-hall.com
SECTION 34. COUNTERPARTS, ELECTRONIC TRANSACTION, AND
ELECTRONIC SIGNATURES
This Agreement may be electronically executed by the parties in counterparts up to but not
exceeding the number of parties, each of which shall be deemed an original and all of which, taken
together, shall constitute one agreement. Each party may deliver its executed signature page by
email transmission to the other parties at the email addresses set forth herein. Delivery shall be
effective and complete upon completion of such email transmission. The parties agree that
electronic signatures may be use in the execution of this Agreement in accordance with Parts I and
II of Chapter 668, Florida Statutes.
SECTION 36. SIGNATORY.
Each signatory below represents and warrants that he or she has the full power and is duly
authorized, by their respective party, to enter into and perform under this Agreement. Such
signatory further represents that he or she has fully reviewed and understands the terms and
conditions set forth in this Agreement, including exhibits, and fully intends to abide by and comply
with all of the terms and conditions set forth herein.
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Page 19 of 22
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Exhibit ‘A’ Sample Supplemental Agreement
Supplemental Agreement No. X to Architectural and Engineering Design and Permitting
Services RFQ Agreement 2022/2023-A03 to provide Professional Architectural and Engineering
services for the [Insert the Name of the Project].
Engineer: Owner: Clay County
Utility Authority
Date: [Insert Date]
Item Description of Services
Provide Architectural and Engineering Design and
Permitting Services as requested and identified in the
attached scope of services and fee proposal dated xxxxx
Task 1 [Insert Description] $ XX.00
Total Cost Plus Expenses Not To Exceed Without Prior Authorization $ XX.00
All tasks are to be completed no later than ___ weeks after the Notice to Proceed has been
issued. This document, along with the attached scope and fee request and the ________ __, 2023
Fee Proposal, shall become an amendment to the RFQ Agreement 2022/2023-A03 and all
provisions of the Agreement will apply hereto.
Accepted by: Date:
Engineer:
[Insert Name of Firm]
Accepted by: Date:
Owner:
Jeremy Johnson, Executive Director
Clay County Utility Authority
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Clay County Utility Authority
Continuing Services Contract
Date: December 8, 2022
Bhide & Hall Architects, P.A.
Position Name Hourly
Rate
2.0%
Overhead
Profit
10%
Proposal
Rates
Total
Multiplier
Principal Robert McVeigh 67.30 134.60 20.10 222.00 3
Project
Architect
David Shively 51.92 103.84 15.57 171.00 3
Project Manager Francisco
Resurreccion
37.01 74.02 11.10 122.00 3
Intern Architect Lindsey Devenbeck 36.05 72.10 10.81 119.00 3
CAD Shay Torrance 26.00 52.00 7.80 86.00 3
Administrative Jenn Sefton 22.00 44.00 6.60 73.00 3
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