HomeMy WebLinkAboutRFQ 23-24- Civil Engineering Contract - Jacobs Fully ExecutedAGREEMENT FOR CONTINUING PROFESSIONAL SERVICES
THIS AGREEMENT BETWEEN OWNER AND PROFESSIONAL FOR ANNUAL
SERVICES (the “Agreement”) is made effective as of _________ by and between CLAY
COUNTY UTILITY AUTHORITY (“Owner”), an independent special district established and
created pursuant to Chapter 94-491, Laws of Florida, by Special Act of 1994, whose principal
offices are located at 3176 Old Jennings Road, Middleburg, FL 32068, and JACOBS
ENGINEERING GROUP INC., whose corporate office is located at 1999 Bryan St., Suite 3500,
Dallas, TX 75201 and whose local offices are located at 200 West Forsyth Street, Suite 1520,
Jacksonville, Florida 32202 and Federal I.D. No. 95-4081636 (“Professional”), which is
authorized to do business in Florida.
WITNESSETH:
WHEREAS, in response to a publicly advertised Request for Qualifications (RFQ) Number
2023/2024-A01 Civil and Environmental Professional Engineering Services, the Professional,
referenced herein as the “Consultant,” submitted a Statement of Qualifications to Owner and was
selected by Owner as a qualified Consultant in the best interest of CCUA; and
WHEREAS, Owner and the Consultant have negotiated mutually satisfactory terms for the
execution of the Agreement; 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 Owner in
accordance with the provisions of the Consultants’ Competitive Negotiation Act (“CCNA”),
Section 287.055, Florida Statues, and
NOW THEREFORE, for and in consideration of the terms and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE 1. GENERAL DESCRIPTION OF SERVICES
1.1. ASSIGNMENT OF WORK. The Owner will assign Work to be performed by the Consultant
on an as needed basis. The Work for which the Consultant may provide services under this
Agreement (each “Project” hereunder) may include, but are not limited to, engineering
studies, evaluations, forecasts, design concepts, or final designs intended for permitting and
the procurement of construction services related to new construction, renovation, or
replacement of buildings, plants, and related utility infrastructure controlled, operated, and
maintained by the Owner. The Owner may also engage Consultant for professional services
during construction that may include, but are not limited to, administration, inspections,
testing, and close-out of infrastructure the Owner will operate and maintain.
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1.1.1. The Owner intends that the costs for each Project (hereinafter defined) will not
exceed such amount as may be permitted by law under CCNA Section 287.055,
Florida Statutes, as amended from time to time.
1.1.2. Each Project assigned to the Consultant hereunder shall be identified and
individually described in separate scope of work proposal to be included in
Supplemental Agreements to this Agreement.
1.2. DEFINITION AND COMMENCEMENT OF SERVICES. The Consultant's services
consist of those services performed by the Consultant, Consultant’s employees, and
Consultant's sub-consultants as summarized in Articles 2 of this Agreement. The Consultant
acknowledges that it is not guaranteed nor entitled to provide services to Owner in connection
with any particular Project by virtue of entering into this Agreement with Owner, and that
Owner may, in its sole discretion, decline to assign any Project to the Consultant.
1.2.1. The Owner shall provide to the Consultant for each assignment both (i) an approved
Supplemental Agreement with completed exhibits to this Agreement which set
forth the terms and other particulars of the assigned project, and (ii) a “Notice to
Proceed,” referred to hereafter as “NTP.”
1.3. SUPPLEMENTAL AGREEMENTS. The Owner shall use Supplemental Agreements to
assign various work or Projects to the Consultant. Each Supplemental Agreement shall contain
an itemized descriptive Scope of Work and Schedule, and Fees. An example of the summary
document for a Supplemental Agreement is provided as Exhibit A
1.3.1. Scope of Work: Each Supplemental Agreement shall contain a generalized Project
description and a more detailed with an itemized descriptive Scope of Work
detailing the professional services the Consultant will provide, including work done
by sub-consultants. The Scope of Work shall also include exclusions or limitations
to the services provided by the Consultant.
1.3.2. Schedule: Each Supplemental Agreement shall contain a Project schedule
describing the expected time frames to complete the Scope of Work required in
Section 1.3.1. The Schedule should include key milestones and deliverable dates.
1.3.3. Fees: Each Supplemental Agreement shall contain a schedule of Fees compensating
the Consultant for the Professional Services provided the Consultant to Owner. The
Owner and Consultant shall use the Rates, Fees, and Charges agreed to under
Article 3 of this Agreement as the basis for establishing fees due the Consultant.
The Owner and the Consultant may agree to use either a lump sum or time and
material basis for each Supplemental Agreement and may agree to use lump sum
for some parts of the work and time and materials for other parts of the work.
1.3.4. Owner Requirements: The Owner shall provide Owner Requirements to the
Consultant in the development of each Supplemental Agreement. Owner
requirements may include, but are not limited to, project objectives, equipment
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standards, material standards, design standards, performance standards, CAD
standards, specifications, regulatory requirements, construction contract terms, etc.
1.3.5. Board of Supervisors Approval: All Supplemental Agreements to this Agreement
are subject to the approval of the Owner’s Board of Supervisors.
1.4. PROJECT SCHEDULE / TIME OF THE ESSENSE. The Consultant understands and
acknowledges that time is of the essence in completion of an assigned Project and the Owner
may incur damages if the Project is not completed on time. The Consultant shall at all times
carry out its duties and responsibilities as expeditiously as possible, consistent with the level
of professional skill and care required hereunder and in accordance with the Project’s schedule
set forth for each individual Project, subject to delays in the schedule not the fault of
Consultant or its sub-consultants.
1.4.1. Prior to issuing each Supplemental Agreement, the Consultant shall represent to the
Owner whether they are thoroughly familiar with and understand the requirements
of the Project scope. The Consultant shall also confirm they have the necessary
skilled personnel and availability, equipment, material, supplies, facilities,
transportation, and administrative support to complete the Scope of Work in each
Supplemental Agreement in conformance with this Agreement.
1.5. 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 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 of Work
and services provided therein.
1.6. EVALUATION OF SUFFICIENCY OF PROJECT SITE. Prior to authorization of any
Supplemental Agreements involving Projects involving real property and utility
infrastructure, the Consultant shall: (i) visit and properly inspect, consistent with the level of
professional skill and care required hereunder, the Project Site and any structure(s) or other
man-made features to be modified; (ii) familiarize itself with the survey, including the location
of all existing buildings, utilities, conditions, streets, equipment, components and other
attributes having or likely to have an impact on the Project; (iii) familiarize itself with the
Owner’s layout and design requirements, conceptual design objectives, and budget for the
Project; (iv) familiarize itself with pertinent Project dates and programming needs, including
the Project design schedule as provided with each Project; (v) review and analyze all Project
geotechnical, Hazardous Substances (hereinafter defined), structural, chemical, electrical,
mechanical and construction materials tests, investigations and recommendations; and (vi)
gather any other information necessary for a thorough understanding of the Project. If the
Project involves modifications to any existing structure(s) or other man-made feature(s) on
the Project site, the Consultant shall also review all as-built and record drawings, plans and
specifications of which Consultant has been informed by Owner about and properly inspect,
as is consistent with the level of professional skill and care required hereunder, the existing
structure(s) and man-made feature(s) to identify existing deficiencies and ascertain the
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specific locations of pertinent structural components. Failure to familiarize itself with any of
the above will not reduce Consultant’s responsibility for meeting objectives and preparing
plans and specifications which will allow the Project to be completed for an amount no greater
than set forth in the Owner’s budget.
1.7. ESTIMATES OF PROBABLE CONSTRUCTION COST. In providing estimates of
probable construction cost, the Owner understands that the Consultant has no control over the
cost or availability of labor, equipment, or materials, or other market conditions or other
consultant'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, expressed or implied, that the bids or the negotiated cost of the work will
not vary from the Consultant's opinion of probable construction cost (OPCC).
1.7.1. The OPCC shall be the total cost or estimated cost to the Owner of all elements of
the Project designed or specified by the Consultant.
1.7.2. The Consultant shall apply methods consistent with accepted industry standards in
estimating probable Construction Costs given the level of design drawings,
specifications, and calculations complete at the time, level of uncertainty, and
complexity of the Project being estimated.
1.7.3. The OPCC shall include the cost at current market rates of labor and materials
furnished by the Owner and Contractor and equipment designed, specified, selected
or specially provided for, by the Consultant, including connections to utilities, plus
a reasonable allowance for the Contractor’s overhead and profit.
1.7.4. The OPCC does not include the compensation of the Consultant and Consultant's
sub-consultants, Owner’s consultants, the costs of the land, rights-of-way, fixtures,
furnishings and equipment and contingencies or other costs which are the
responsibility of the Owner as provided in Article 6.
1.7.5. The Owner will rely on the Consultant’s Estimates of Probable Construction Cost
to update Project budgets as information of greater detail becomes available.
1.8. PERMITS AND APPROVALS. The Consultant shall assist the Owner 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.
1.9. COORDINATION WITH CONTRACT CONSTRUCTION. When the Owner assigns
Projects that require services associated with construction activities, the Consultant shall
perform those services in conjunction, and coordination, with the services to be performed by
the Contractor engaged by Owner, as further described herein. For the Consultant’s
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information, the Contract for Construction is defined in the Owner’s Agreement with a
Contractor.
1.10. COOPERATION. The Consultant shall endeavor to develop, implement, and maintain, in
consultation with the Owner and Contractor, a spirit of cooperation, collegiality, and open
communication among the parties so that the goals and objectives of each are clearly
understood, potential problems are resolved promptly, and, upon completion, the Project is
deemed a success by all parties.
1.11. CERTIFY, CERTIFICATION. A to “Certify” or a “Certification” is 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 a statement of opinion
does not constitute a warranty or guarantee, either express or implied.
1.12. 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 of the Consultant or its sub-consultants.
1.13. ADDITIONAL SERVICES. “Additional services” (herein so called) beyond the work
identified in the Supplemental Agreement Scope of Work 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 that is not expressly covered in the Supplemental Agreement, or not
specifically authorized in writing by the Owner, the Consultant shall notify the Owner in
writing and must receive prior written approval thereof from the Owner. If the Consultant
fails to provide its written notice or does not receive Owner’s written approval prior to
performing or providing any Additional Services, the Consultant shall not receive any
additional compensation for the same.
1.14. 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 sub-consultant(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 sub-
consultant(s).
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1.15. COMMISSIONING. If assigned by the Owner, the Consultant shall participate in and
cooperate with, design phase, construction phase, and post-occupancy commissioning
(including peer review), validation, and other third-party quality assurance and quality
control processes that Owner implements, if any.
ARTICLE 2 SCOPE OF PROFESSIONAL'S BASIC SERVICES
2.1. General
2.1.1. The Consultant’s basic services to be provided to the Owner consist of the Professional
Engineering services stated in RFQ Number 2023/2024-A01. The Professional
Engineering Services to be provided relate to, but are not limited to, engineering
studies, forecasts, evaluations, design concepts, or final designs intended for permitting
and/or the procurement of construction services by a Contractor. The Consultant
services shall relate to the buildings, plants, and related utility infrastructure owned and
operated by the Owner.
2.1.1.1. Phases of Professional Engineering design related services may include, but
are not limited to, initial forecasts, needs assessments, project
concepts/Basis of Design, final designs, and construction plan development.
2.1.1.2. The Consultant may need to prepare supporting calculations, specifications,
drawings, maps, and other written materials in the performance of the Scope
of Services.
2.1.1.3. The Consultant may need to perform various forms of modeling, forecasts,
or analysis in performance of the Scope of Services.
2.1.1.4. The Consultant may need to perform site visits, inspections, and attend
meetings in performing their contracted duties.
2.1.1.5. The Consultant may need to perform tests, take samples, or other field
observations in the course of performing their contracted duties.
2.1.1.6. The Owner may engage the Consultant to prepare and submit permit
applications to regulatory agencies having jurisdiction over the Owner.
2.1.1.7. The Owner may engage the Consultant for post-design or Construction
related administrative or inspections services.
2.1.1.8. The Consultant and Owner shall mutually agree to specific items included
in a Scope of Services through each Supplement Agreement prepared to
assign Projects to the Consultant.
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2.1.2. The Consultant shall be responsible for services performed by the Consultant’s sub-
consultants and shall require that the work of its sub-consultants comply with all of the
requirements of this Agreement. The Consultant shall be responsible for the acts or
omissions of its subconsultants, at whatever tier, or others acting on its behalf.
2.1.2.1. The Owner is an intended third-party beneficiary of Consultant’s contracts
with such sub-consultants and the contracts between the Consultant and
such sub-consultants shall so provide. Furthermore, the Consultant’s
contracts with its sub-consultants shall require that in the event of default
under, or termination of, this Agreement, and upon request of Owner, the
Consultant’s sub-consultants will perform services for the Owner.
ARTICLE 3 COMPENSATION
3.1. PROFESSIONAL SERVICES RATES, FEES, AND CHARGES. The Owner and the
Consultant shall negotiate mutually acceptable hourly rates, fees, and charges for the
professional services requested in the RFQ Number 2023/2024-A01. The negotiated hourly
rates, fees, and charges shall be included as part of this Agreement as Exhibit B.
3.1.1. All professional services rates, fees, and charges shall remain for a period of one
(1) year from either the effective date of this Agreement or renewal. The Owner
will consider rate, fee, and charge changes prior to the annual anniversary date of
the Agreement. The Owner will review changes to the initial agreed upon hourly
rates, fees, and charges on an item-by-item basis. Consultant may request increases
or decreases in rates and fees as follows:
3.1.1.1. Within at least ninety (90) days prior to the anniversary date of the
Agreement term, the Consultant may submit a written request for any
changes to the agreed upon hourly rates, fees, and charges.
3.1.1.2. The Consultant must provide supporting information regarding any
requested changes to the hourly rates, fees, and charges to the Owner for
consideration. Supporting information may include Consumer Price Index
(CPI) or other market-related data.
3.1.1.3. The Owner’s Board of Supervisors must approve any requested changes to
hourly rates, fees, and charges prior to use in any Supplemental Agreements.
3.1.1.4. If the Owner and the Consultant cannot agree on updates to the professional
services hourly rates, fees, and charges during the annual renewal period,
either party may terminate the Agreement in accordance with Article 14.
3.2. SUPPLEMENTAL AGREEMENT AND PURCHASE ORDERS (POs). The Owner will
issue a Purchase Order (PO) to correspond to the approved Supplemental Agreement from
Article 1, Section 1.2.1. The Consultant shall identify the PO number for the assigned work
on the invoices submitted to the Owner.
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3.3. COMPLETION. The Owner’s payment of the entire fee or lump sum amount for any
individual Supplemental Agreement to this Agreement is contingent upon Consultant’s final
completion of the entire Scope as specified in the Supplemental Agreement. The Consultant
must clearly state the Scope of Services of each Supplemental Agreement to be completed
when submitting the final invoice for the Supplemental Agreement. Final completion is
contingent on acceptance by the Owner. Such acceptance by the Owner may not be
unreasonably denied. In the event the Consultant does not complete the entire Scope for a
Supplemental Agreement using a lump sum fee, then the Owner will pro-rate the fee using the
percentage of the amount of work actually completed.
3.4. INVOICE PROCEDURE. Invoices shall be submitted by the Consultant monthly on an “as
incurred” basis and shall be reviewed by Owner in accordance with the Local Government
Prompt Payment Act (the “Act”). The Consultant shall submit invoices in accordance with the
Owner’s payment process to accountspayable@clayutility.org. Upon receipt of a proper
invoice, the Owner 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 the Owner. Each such invoice shall include PO number, project name, project
number, breakdown of charges, description of service(s), services 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 the Owner. Each invoice shall contain a statement that it
the document is made subject to the provisions and penalty of Section 837.06, Florida Statutes.
3.4.1. If Owner objects to any portion of an invoice, the Owner shall notify the
Consultant. The Owner 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 by direct negotiation between the parties within thirty
(30) calendar days after presentation of invoice shall be resolved in accordance with
the Dispute Resolution provision (Article 13) of this Agreement.
3.5. PROMPT PAYMENT TO SUB-CONSULTANTS. As, as a condition precedent to progress
and final payments to the Consultant, shall provide to the Owner, with its requisition for
payment, documentation that sufficiently demonstrates that the Consultant has made proper
payments to its sub-consultants from all prior payments that Consultant has received from the
Owner. The Consultant shall not unreasonably withhold payments to sub-consultants if such
payments have been made to the Consultant. If the Consultant withholds payment to its sub-
consultants, which payment has been made by the Owner to the Consultant, the Consultant
shall return said payment to the Owner. The Consultant’s failure to pay undisputed amounts
to the sub-consultants within thirty (30) business days, after the Consultant receives payment
from the Owner, shall be a breach of this Agreement and may result in termination of this
Agreement in the discretion of the Owner.
3.6. 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
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issuance of Supplemental Agreement(s) other than receiving the compensation set forth in
Article 3 3.3 and 3.4 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.
3.7. TRAVEL. The Owner shall not be billed or invoiced for time spent traveling to and from the
Consultant's offices or other points of dispatch of its sub-consultants, 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 Agreement or
Supplemental Agreement in a manner that expressly provides for the Owner to reimburse the
Consultant for the same, then the Owner 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, the Owner shall reimburse the Consultant for
its reasonable expense incurred thereby provided prior approval of the Owner is obtained.
3.8. REIMBURSIBLE. The Owner shall not be liable to reimburse the Consultant for any courier
service, telephone, facsimile, copying expenses or postage charges incurred by the Consultant.
ARTICLE 4 CONTRACT DURATION
4.1. INITIAL CONTRACT DURATION. The Owner and the Consultant agree to an initial
Agreement period of three (3) years from the date this Agreement is signed.
4.2. EXTENSION OF CONTRACT DURATION. Upon mutual written agreement between the
Owner and the Consultant, the Parties may extend the Agreement duration by two (2)
consecutive one (1) year terms.
4.3. NON-RENEWAL. 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.
ARTICLE 5 CONSULTANT’S PERSONNEL
5.1. QUALIFIED PERSONNEL. The Consultant agrees when the services to be provided and
performed relate to a professional service(s) that, 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.
5.2. PROJECT TEAM. The Consultant shall maintain a Project Team consistent with the
Statement of Qualifications (SOQ) provided to the owner in response to RFQ Number
2023/2024-A01. The Consultant’s Client Service Manager shall remain consistent across all
project assignments.
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5.2.1. Should the Consultant find the situation necessary to use different professional staff
than those provided in the referenced SOQ, the Consultant shall advise the Owner
in writing of the change in the Project Team. The Owner shall not unreasonably
withhold approval of changes in the Consultant’s professional staff.
5.3. 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 the Owner 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.
ARTICLE 6 USE OF CONSULTANT’S DRAWINGS, SPECIFICATIONS, AND OTHER
DOCUMENTS
6.1. The Owner 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.
6.2. The Consultant shall have the right to include representations of the design of a Project,
including photographs of the exterior and interior, among the Consultant's promotional and
Consultant materials with the Owner’s permission in each case. The Consultant's materials
shall not include the Owner's confidential or proprietary information, nor what the Owner
judges may present a security concern.
ARTICLE 7 RETENTION OF DOCUMENTS
7.1. 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.
7.1.1. Reasonably Accessible: To be considered reasonably accessible, such documents
must be reproduced, copied, scanned, emailed, etc. without significant time or cost.
7.1.2. Document Retention Policy: A written policy by which each employee or sub-
consultant 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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ARTICLE 8 ABILITY TO AUDIT RECORDS
8.1. The Consultant shall maintain during the term of the Agreement all books of account, reports,
and records in accordance with generally accepted accounting practices and standards for
records directly related to this Agreement. The Consultant agrees to make available to
Owner’s auditors during normal business hours all books of account, reports, and records
relating to this Agreement for the duration of the Agreement and retain them for a minimum
period beyond the last day of the Agreement term consistent with Internal Revenue Service
(IRS) regulations and the State of Florida’s Public Records Law.
ARTICLE 9 OWNER’S RESPONSIBILITIES
9.1. OWNER’S REQUIREMENTS. The Owner shall provide to the Consultant information
related to Owner requirements for individual assignments or Projects. The Owner
requirements shall be incorporated in each Supplemental Agreement outlined in Article 1
1.3.4.
9.2. PROJECT BUDGET. The Owner shall establish, manage, and update an overall budget for
the Project, including the Construction Cost, the Owner's other costs and reasonable
contingencies related to these costs.
9.3. OWNER’S REPRESENTATIVE. The Owner shall designate a representative authorized to
act on the Owner's behalf with respect to each Project. The Owner or such authorized
representative shall render decisions in a timely manner pertaining to documents submitted
by the Consultant to avoid unreasonable delay in the orderly and sequential progress of the
Consultant’s services.
9.4. TIMELINESS / SCHEDULE. The Owner shall review and approve or take other appropriate
action on all work submittals of the Consultant within the timeframes mutually agreed upon
in the Project schedule for such reviews and included in the Supplemental Agreement.
9.5. DOCUMENT REVIEWS. Review of the Consultant’s documents by the Owner shall be
solely for the purpose of determining whether such documents are generally consistent with
the Owner’s intent and such review shall not relieve the Consultant of any of its
responsibilities. Notwithstanding the foregoing, prompt written notice shall be given by the
Owner to the Consultant if the Owner becomes aware of any fault or defect in a Project or
non-conformance with the Agreement or related Contracts for Construction.
9.5.1. Owner’s Approval. Review, approval, or acceptance by the Owner of services or
Work Products furnished by the Consultant, or any sub-consultant(s) engaged by
the Consultant, shall 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 sub-consultant(s) engaged by the Consultant to provide and perform
services in connection with this Agreement. Neither the Owner’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 the Owner’s rights
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under this Agreement, or any cause of action it may have arising out of the
performance of this Agreement.
9.6. AS-BUILT / RECORD DRAWINGS / GIS DATA. The Owner will provide to the
Consultant available information in the Owner’s possession that may include As-Built
Drawings, Record Drawings, and GIS Data.
9.7. EXISTING SURVEYS. If required, the Owner will provide the Consultant existing survey
information if such information is in the possession of the Owner. Surveys may include, but
are not limited to, grades and lines of streets, alleys, pavements and adjoining property and
structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning,
deed restrictions, boundaries and contours of the site; locations, dimensions and necessary
data pertaining to existing buildings, other improvements and trees; and information
concerning available utility services and lines, both public and private, above and below grade,
including inverts and depths.
9.7.1. If adequate survey information does not exist for an assignment or Project, the
Owner and Consultant will determine the appropriate Scope of Work related to
surveying to be included in a Supplemental Agreement.
9.8. EXISTING GEOTECHNICAL INFORMATION. If required, the Owner will provide the
Consultant existing geotechnical information, if such information is in the possession of the
Owner. Such services may include but are not limited to test borings, test pits, sub-surface
imaging, determinations of soil bearing values, percolation tests, evaluations of hazardous
materials, ground corrosion and resistivity tests, including necessary operations for
anticipating subsoil conditions, with reports and appropriate Consultant recommendations.
9.8.1. If adequate geotechnical information does not exist for an assignment or Project,
the Owner and Consultant will determine the appropriate Scope of Work related to
geotechnical investigations to be included in a Supplemental Agreement.
9.9. TESTS. The Owner will provide the Consultant existing test information if such information
is in the possession of the Owner. Such testing maybe structural, mechanical, chemical,
gaseous, biological, hydraulic, environmental, etc. in nature.
9.9.1. If adequate test information does not exist for an assignment or Project, the Owner
and Consultant will determine the appropriate Scope of Work related to testing to
be included in a Supplemental Agreement.
ARTICLE 10 PUBLIC FUNDS
10.1. ANNUAL APPROPRIATIONS. The Owner’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 Owner.
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ARTICLE 11 CONFIDENTIALITY AND PUBLIC RECORDS COMPLIANCE
11.1. 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, consultant or organization, without the Owner’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
sub-consultant(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 the Owner, 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 the Owner’s custodian
of public records, Consultant shall provide the Owner 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 its employees and those of its sub-consultant(s) to
comply with the 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
ARTICLE 12 INSURANCE
12.1. INSURANCE. The Consultant shall carry insurance as prescribed herein. All insurance
policies shall be with a company or companies lawfully authorized to do business in Florida.
All insurance policies shall be issued and countersigned by duly authorized representatives
of such companies and shall be written on ISO standard forms or their equivalents. Such
insurance coverage shall commence with Owner’s assignment of a Project to Consultant and
shall remain in place for three (3) years following completion of such Project.
12.1.1. The Consultant shall carry a policy or policies covering their liability under this
Agreement for any and all errors or omissions committed by them. The policy or
policies shall have limits of liability not less than the amounts set forth in Exhibit
C. For any Claims Made Form policy, the policy retroactive date will coincide with
or precede the start of services being provided hereunder (including subsequent
policies purchased as renewals or replacements) and must provide coverage for
three (3) years following the conclusion of the Project.
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12.1.2. Consultant shall carry policies covering General Liability Automotive Liability),
and Worker’s Compensation per the requirements of Chapter 440 of the Florida
Statutes. General and Auto Liability policies shall provide cross liability coverage.
12.1.2.1. General liability coverage shall apply to “bodily injury” and to “property
damage” occurring on, about, or in transit to the Owner’s premises for the
covered operations or professional services to be performed for the Owner
by or on behalf of the additional insureds. Such insurance shall be no more
restrictive than that provided by the most recent version of the standard
Commercial General Liability Form (ISO Form CG 00 01) as filed for use
in the State of Florida without any restrictive endorsements other than those
reasonably required by Owner. An Excess Liability policy or Umbrella
policy can be used to satisfy the above limits.
12.1.2.2. Automobile insurance shall apply to all automobile which are owned, hired,
or non-owned and used in the performance of this Agreement. Such
insurance shall be no more restrictive than that provided by the most recent
version of the standard Business Auto Coverage Form (ISO Form CA0001)
as filed for use in the State of Florida without any restrictive endorsements
other than those which are required by the State of Florida.
12.1.2.3. The Workers’ Compensation and Employer’s Liability Insurance shall cover
the Consultant (and, to the extent they are not otherwise insured, its sub-
consultants) for those sources of liability which would be covered by the
latest edition of the standard Workers’ Compensation policy, as filed for use
in the State of Florida by the National Council on Compensation Insurance
(NCCI), without any restrictive endorsements other than the Florida
Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those
which are required by the State of Florida, or any restrictive NCCI
endorsements which, under an NCCI filing, must be attached to the policy
(i.e., mandatory endorsements). In addition to coverage for the Florida
Workers’ Compensation Act, where appropriate, coverage is to be included
for the Federal Employers’ Liability Act, USL&H and Jones, and any other
applicable federal or state law.
12.1.3. For all insurance types:
12.1.3.1. Consultant shall notify Owner immediately if any policy required by this
Agreement is cancelled or not renewed for any reason or is modified in any
way that would cause it not to be compliant with the requirements of this
Agreement. Insurance policies shall require that the insurer endeavor to
provide at least thirty (30) calendar days written notice to Owner if a policy
is to be canceled, modified, or the coverage thereunder reduced before the
expiration date thereof. Consultant shall provide Owner with a copy of
endorsement(s) to the policies and cancellation and/or non-renewal notices
evidencing the same.
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12.1.3.2. The Certificates of Insurance shall be dated and show the name of the
insurer, the number of the policy, its effective date, and its termination date.
12.1.3.3. The Owner shall be named as additional insureds on General and Auto
Liability policies.
12.1.3.3.1. All insurance except Worker’s Compensation and Professional
Liability shall be endorsed to name of the Owner and their respective
members, officers, officials, employees, and agents as Additional
Insured. Additional Insured for General Liability shall be in a form
no more restrictive than CG2010 and CG2037.
12.1.3.4. Carrier Qualifications. The above insurance shall be written by an insurer
holding a current certificate of authority pursuant to Chapter 624, Florida
Statutes or a company that is declared as an approved Surplus Lines carrier
under Chapter 626 Florida Statutes. Such insurance shall be written by an
insurer with an A.M. Best Rating of A- VII or better.
12.1.3.5. All policies shall include a waiver of subrogation endorsement and a
severability of interests endorsement.
12.1.3.5.1. All required insurance policies shall be endorsed to provide for a
waiver of underwriter’s rights of subrogation in favor of the Owner
and their respective members, officers, officials, employees, and
agents.
12.1.3.6. Consultant’s Insurance Primary. The insurance provided by the Consultant
shall apply on a primary basis and shall not require contribution from any
other insurance or self-insurance maintained by the Owner and their
respective members, officers, officials, employees, and agents.
12.1.3.7. Owner shall not be liable for amounts that may represent a deductible in any
insurance policy, and the payment of such deductibles shall be the sole
responsibility of the Consultant or sub-consultant providing such insurance.
Consultant and its sub-consultants shall reveal the amount of such
deductibles, if any, for each policy.
12.1.3.8. Insurance Additional Remedy. Compliance with the insurance requirements
of this Agreement shall not limit the liability of the Consultant or its sub-
consultants, employees, or agents to the Owner and its respective members,
officers, officials, employees, and agents and shall be in addition to and not
in lieu of any other remedy available under this Agreement or otherwise.
12.1.3.9. Insurance on Sub-consultants and Sub-subcontractors. Consultant shall
establish, require, and review evidence of reasonable insurance
requirements for all its sub-consultants and its sub-subcontractors. Except
to the extent required by law, or as otherwise specifically provided by this
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Agreement, this Agreement does not establish minimum insurance
requirements for Consultant’s sub-consultants or sub-subcontractors.
12.1.4. The Consultant shall provide copies of each insurance coverage policy required by
this Agreement, including all endorsements, riders, etc., in order to verify that
contractual insurance requirements are being satisfied. Consultant shall provide
such within 30 calendar days of the execution date of the Agreement and, thereafter,
on or before the expiration date of an expiring policy or upon Owner’s request.
12.1.4.1. Certificates of Insurance. Prior to commencing work, Consultant shall
deliver to Owner Certificates of Insurance that shows the corresponding
Agreement, RFQ Number, or PO if applicable in the Description. The
certificates of insurance shall be made available upon request of Owner.
ARTICLE 13 MEDIATION OF DISPUTES
13.1. All claims, disputes, and other matters in question between the parties to this Agreement
shall be determined under the judiciary system of the State of Florida. As a condition
precedent to any party filing any action for a claim, dispute or other matter arising out of or
related to this Agreement, the parties shall submit the dispute to mediation pursuant to the
American Arbitration Association Construction Industry Mediation Rules currently in effect.
Either party may file a written request for mediation with the American Arbitration
Association and serve a copy on the other party. The mediation shall be concluded within
sixty (60) days of the request, unless otherwise agreed or ordered by the court. Any legal or
equitable proceedings shall be stayed pending conclusion of the mediation. The parties shall
share the mediator’s fee and other administrative costs of the mediation equally. The
mediation shall be held in Clay County, Florida, unless the parties agree upon another
location. Agreements reached in mediation shall be enforceable in any court of competent
jurisdiction as settlement agreements. The mediation proceedings shall be confidential and
shall be privileged from disclosure in any subsequent proceedings as settlement discussions.
ARTICLE 14 TERMINATION AND SUSPENSION
14.1. TERMINATION BY OWNER FOR DEFAULT. If the Consultant defaults by failing to
substantially perform, in accordance with the terms of this Agreement, as reasonably
determined by Owner, the Owner may give written notice to the Consultant: (i) terminating
this Agreement effective seven (7) calendar days from the date of notice; or (ii) setting forth
the nature of the default and requesting the Consultant initiate cure within seven (7) calendar
days from the date of notice. At any time thereafter, if the Consultant fails to initiate cure
upon the request of the Owner and continue such cure until complete, the Owner may give
notice to the Consultant of immediate termination. If the Owner terminates this Agreement
pursuant to this paragraph, and it is subsequently determined by a court of competent
jurisdiction that the Consultant was not in default, then in such event said termination shall
be deemed a termination for convenience as set forth in Paragraph 14.3.
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14.2. TERMINATION BY THE CONSULTANT FOR DEFAULT. If the Owner defaults by
failing to substantially perform in accordance with the terms of this Agreement, the
Consultant shall give written notice the Owner setting forth the nature of the default and
requesting cure within seven (7) calendar days from the date of notice. If the Owner fails to
cure within seven (7) calendar days from the date of notice may give notice to the Owner of
immediate termination.
14.3. TERMINATION BY OWNER FOR CONVENIENCE. The Owner may at any time give
written notice to the Consultant terminating this Agreement or suspending a Project, in whole
or in part, for the Owner’s convenience and without cause. If the Owner terminates this
Agreement or suspends a Project, the Consultant shall immediately reduce its staff, services,
and outstanding commitment in order to minimize the cost of termination or suspension.
14.4. TERMINATION COMPENSATION. If the Agreement is terminated by the Owner
pursuant to Paragraph 14.3, no further payment shall be made to the Consultant until
completion of the Project. At such time, the Consultant’s compensation shall, at Owner’s
option, be calculated: (i) on the basis of services actually performed and expenses actually
incurred prior to the effective termination date; or (ii) on the basis of the payment terms set
forth elsewhere herein. In either case, the Consultant’s compensation shall be reduced by all
costs and damages incurred by Owner as a result of the default of the Consultant.
14.4.1. If the Agreement is: (i) terminated by the Consultant pursuant to Paragraph 14.2;
(ii) terminated by the Owner pursuant to Paragraph 14.3; or (iii) suspended more
than ninety (90) days by the Owner pursuant to Paragraph 14.3, the Consultant’s
compensation shall be calculated on the basis of services actually performed and
expenses actually incurred prior to the effective termination or suspension date and
reasonable costs associated with the termination or suspension.
ARTICLE 15 SPECIAL PROVISIONS
15.1. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida without regard to its choice of law provisions and venue
shall lie in the courts in Clay County, Florida.
15.2. CAPITALIZED TERMS. Capitalized terms used herein but not expressly defined herein
shall have the meaning ascribed thereto in Owner’s General Terms and Conditions as
referenced above.
15.3. SUCCESSORS AND ASSIGNS. The Owner and Consultant, respectively, bind
themselves, their partners, successors, assigns and legal representatives to the other party to
this Agreement and to the partners, successors, assigns and legal representatives of such
other party with respect to all covenants of this Agreement. Neither Owner nor Consultant
shall assign this Agreement without the written consent of the other.
15.4. INTEGRATION AND EXTENT OF THE AGREEMENT. This Agreement, together
with the Request for Qualifications (“RFQ”), Addendums, Consultant’s SOQ, all
attachments and forms, represents the final and completely integrated agreement between
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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 the Owner.
15.5. PROHIBITION AGAINST CONTINGENCY 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 Consultant, 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, the Owner 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.
15.6. INDEPENDENT CONSULTANT. The Consultant is and shall be at all times during the
term of this Agreement an independent consultant and not an employee of the Owner.
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 consultant. Consultant is responsible for providing the office space and
administrative support necessary for the performance of services under this Agreement. The
Owner 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.
15.7. STATUS. Any pre-printed provisions of the Consultant’s written materials, contract forms,
or documents to the contrary notwithstanding, the Owner’s entry into the contract or
supplemental 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 supplemental agreement to provide other goods and/or services to the Owner.
15.8. 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
sub-consultants, 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 sub-consultant under this Agreement, then it will promptly bring such conflict of
interest to Owner’s attention, in writing. The Owner will advise the Consultant, in writing,
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within ten (10) business days if such a conflict of interest exists. If the Owner determines
that there is a conflict of interest, Consultant or such sub-consultant shall decline the
representation upon written notice by the Owner. If the Owner determines that there is no
such conflict of interest, then Owner shall give its written consent to such representation. If
Consultant or sub-consultant accepts such a representation, without obtaining the Owner’s
prior written consent, and if the Owner subsequently determines that there is a conflict of
interest between such representation and the work being performed by Consultant or such
sub-consultant under this Agreement, then the Consultant or such sub-consultant agrees to
promptly terminate such representation. Consultant shall require each of such sub-
consultants to comply with the provisions of this Section. Should the Consultant fail to
advise or notify the Owner 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, the Owner may consider such failure as justifiable cause to terminate this
Agreement.
15.9. 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 the
Owner or Consultant. Notwithstanding the foregoing, the Owner shall be an intended third-
party beneficiary of the Consultant’s contracts with its sub-consultants, if any.
15.10. HAZARDOUS SUBSTANCES. Unless otherwise provided in this Agreement, the
Consultant and its sub-consultants shall have no responsibility for the discovery, prior
presence, handling, removal or disposal of or exposure of persons to hazardous substances
in any form at a Project site regulated by federal law or the laws of the State of Florida or
Clay County, including but not limited to asbestos, asbestos products, polychlorinated
biphenyl (PCB) or other toxic substances (collectively, “Hazardous Substances”).
Notwithstanding the foregoing, the Consultant shall immediately notify the Owner both
orally and in writing of the presence or suspected presence and location of any Hazardous
Substances on the Site of which it becomes aware.
15.11. 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 the Owner, any property damage arising out of, or caused
by, the willful or intentional misconduct or negligent acts of the Consultant, or its sub-
consultants. The Consultant’s obligation under this subsection does not apply to property
damage caused in whole or in part by any other consultant engaged directly by the Owner.
The Owner 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 the Owner directly for all such costs and expenses.
15.12. PUBLIC ENTITY CRIME. The Consultant represents and warrants that it is not on the
convicted vendor list for a public entity crime committed within the past thirty-six (36)
months. The Consultant further represents and warrants that it will neither utilize the
services of, nor contract with, any supplier, subcontractor, or sub-consultant for an amount
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in excess of $15,000.00 in connection with a Project if such supplier, subcontractor, or sub-
consultant is on the convicted vendor list for a public entity crime committed within the
past thirty-six (36) months.
15.13. WAIVER OF CERTAIN CLAIMS, DAMAGES. The Consultant shall not be entitled to,
and hereby waives, any monetary claims for or damages arising from or related to, lost
profits, lost business opportunities, unabsorbed overhead or any indirect or consequential
damages.
15.14. 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.
15.15. BREACH REMEDIES. Owner’s selection of one or more remedies for breach of this
Agreement shall not limit the Owner’s right to invoke any other remedy available to the
Owner under this Agreement or by law.
15.16. INDEMNIFICATION. The Consultant shall indemnify and hold harmless the Owner, and
the Owner’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 the Owner
provided under the Agreement 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 the Owner’s sovereign immunity.
15.17. SOVEREIGN IMMUNITY. The Consultant acknowledges and agrees that nothing
contained herein shall be construed or interpreted as: (i) denying to Owner any remedy or
defense available to it under the laws of the State of Florida; (ii) the consent of the Owner
or their agents and agencies to be sued; or (iii) a waiver of sovereign immunity of the
Owner or of the State of Florida beyond the limited waiver provided in Section 768.28,
Florida Statutes.
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15.18. 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 the Owner 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).
15.19. AMENDMENTS. This Agreement may be amended only by written instrument
specifically referring to this Agreement and executed with the same formalities as this
Agreement.
15.20. COUNTERPARTS, ELECTRONIC TRANSACTION, 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 contract. 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.
15.21. SURVIVAL OF REMEDIES. The parties’ remedies shall survive the termination of this
Agreement.
15.22. 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.
15.23. FINANCIAL CONSEQUENCES. Should the Consultant fail to comply with any term of
this Agreement, Owner shall take one or more of the following actions, as appropriate in
the circumstances:
15.23.1. Temporarily withhold payments pending correction of the deficiency,
15.23.2. Disallow all or part of the cost of the activity or action not in compliance,
15.23.3. Wholly or partially suspend or terminate this Agreement,
15.23.4. Withhold further awards to the Consultant, and/or
15.23.5. Take further remedies that may be legally or equitably available.
15.24. EXHIBITS. The parties acknowledge and agree that all exhibits referenced in this
Agreement are attached hereto and incorporated herein by reference.
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15.25. MODIFICATIONS. Additional modifications to this Agreement are set forth in the
Supplemental Agreement process in Article 1 1.3.
ARTICLE 16 NOTICE
16.1. The parties hereto agree and understand that written notice, mailed or delivered to the last
known mailing address, shall constitute sufficient notice to the Owner and the Consultant.
All notices required and/or made pursuant to this Agreement to be given to Owner and the
Consultant 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:
Owner: Clay County Utility Authority
Attention: Angelia Wilson, MPA
Procurement Manager
3176 Old Jennings Road
Middleburg, Florida 32068
CONSULTANT: Jacobs Engineering Group Inc.
Attention: Michael Dykes,
Vice President/Principal-In-Charge
200 West Forsyth Street, Suite 1520
Jacksonville, Florida 32202
And
Jacobs Engineering Group Inc.
Attn. Legal Dept.
1999 Bryan St., Suite 3500
Dallas, TX 75201
ARTICLE 17 CLIENT SERVICE MANAGERS
17.1. The Owner and the Consultant have identified individuals as “Client Service Managers”,
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 Consultant to
serve as the Client Service Manager for this Agreement, or any replacement thereof, is
subject to prior written approval and acceptance by the Owner. If the Owner or Consultant
replace their own current Client Service Manager with another individual, an amendment to
this Agreement shall not be required. The Owner will notify the Consultant, in writing, if the
current Owner Client Service Manager is replaced by another individual.
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Owner’s Client Service Manager’s contact information is as follows:
Paul Steinbrecher, PE
Chief Engineer
Clay County Utility Authority
3176 Old Jennings Road
Middleburg, Florida 32068
Phone: 904-213-2408
Email: psteinbrecher@clayutility.org
The Consultant’s Client Service Manager’s contact information is as follows:
Michael Dykes, PE
Vice President/Principal-In-Charge
Jacobs Engineering Group Inc.
200 West Forsyth Street, Suite 1520
Jacksonville, Florida 32202
Phone:904-607-2763
Email: mike.dykes2jacobs.com
ARTICLE 18 SIGNATORY
18.1. Each signatory below represents and warrants that he or she has 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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EXHIBIT A
Supplemental Agreement X.X to Professional Engineering Services Agreement
2023/2024-A01 to provide Professional Engineering Services to provide consulting services
to …
Engineer: Consultant Name Owner: Clay County
Utility Authority
Date: Month, Day, Year
Item: Description of Services:
Task 1
Task 2
Task 3
Task 4
Task 5
Task 6
Task 7
Task 8
Total Time and Material Fee Not to Exceed Without Prior Authorization $0.00
The Agreement time shall commence on Month, Day, Year. This document, along with the Scope
and Fee Proposal, shall become an amendment to the Professional Engineering Services
Agreement and all provisions of the Agreement will apply hereto.
Accepted by: Date:
Engineer:
Name
Company
Accepted by: Date:
Owner:
Jeremy D. Johnston, MBA, PE
Executive Director
Clay County Utility Authority
Exhibit B - Jacobs Billing Rates for Clay County Utility Authority
RFQ No. 2023/2024-A01 - Civil and Environmental Professional Engineering Services Date:
7/12/2024
≥Min Raw Rate <Max Raw Rate Multiplier
$0.00 $70.00 2.9
$70.00 $90.00 2.8
$90.00 2.7
Employee Classification
Raw Labor
Multiplier Billing Rate
Billing Rate
Established
Date
Mike Dykes, PE Principal-In-Charge * 275.00$ July 2024
Christine Ellenberger, PE Project/Design Engineer 2.70 272.82$ July 2024
Janeane Giarrusso, IAM Senior Asset Manager 2.70 263.25$ July 2024
Jaynelle Pemberton, PE Project Manager 2.70 253.02$ July 2024
Marcel Dulay, PhD, PE Senior Technical Consultant/QC 2.70 252.03$ July 2024
Matt Tennant, PhD, PE Process Engineer 2.70 244.86$ July 2024
Scott Carter, PE MOT/Traffic Control 2.70 243.59$ July 2024
Employee Classification
Raw Labor
Multiplier Billing Rate
Billing Rate
Established
Date
Larry Gunn, PE Client Service Manager 2.80 248.61$ July 2024
Erik Svenson, PG Hydrogeologist/Wellfield Services 2.80 241.73$ July 2024
Alan Cyrier Health & Safety 2.80 235.42$ July 2024
David Nicholson, PE Electrical Engineer 2.80 230.85$ July 2024
Rich Morrison, PE Civil Engineer 2.80 215.68$ July 2024
David Everson, PE Structural Engineer 2.80 214.39$ July 2024
Employee Classification
Raw Labor
Multiplier Billing Rate
Billing Rate
Established
Date
Chris Reichart Construction Services 2.90 198.45$ July 2024
Cyrus Saharkhiz, PE I&C Engineer 2.90 196.88$ July 2024
Dustin Dykes, PE Project Manager/Wellfield Services 2.90 189.62$ July 2024
Samantha Hanzel, PE Project Manager 2.90 176.67$ July 2024
Samantha O'Farrell, PE Project Manager 2.90 160.39$ July 2024
Blake Roberts, PG Hydrogeologist/Wellfield Services 2.90 144.56$ July 2024
Parker Dykes, PE Field Testing Support/Wellfield Services 2.90 134.37$ July 2024
Sherry Malloy Project Assistant 2.90 93.62$ July 2024
* Prinicipal-in-Charge will have a billing rate capped at $275/hr for year 1.
** Additional staff added on future task orders will be assigned billing rates based on their raw rates and the associated multiplier in the
above table.
Basis of Billing Rates**
Clay County Utility Authority
RFQ No. 2023/2024-A01
Page 27
EXHIBIT C
Insurance Requirements
Minimum Limits:
General Liability Each Occurrence Limit $1,000,000
Personal & Advertising Injury Limit $1,000,000
Medical Expense Limit (any one person) $10,000
General Aggregate $2,000,000
Products and Completed Operations Aggregate
Limit
$2,000,000
Auto Liability Combined Single Limit $500,000
Worker’s Compensation Florida Statutory Limits
Employer’s Liability
(Project cost under $200,000)
Each Accident $100,000
Disease Policy Limit $500,000
Each Employee/Disease $100,000
Employer’s Liability
(Project cost $200,000 or
higher)
Each Accident $1,000,000
Disease Policy Limit $1,000,000
Each Employee/Disease $1,000,000
Professional Liability
(Project cost under $200,000)
Per Claim/Annual Aggregate $1,000,000
Professional Liability
(Project cost $200,000 or
higher)
Per Claim/Annual Aggregate $2,000,000
Crime/Fidelity (only for
Information Technology
services or required by Project)
Third Party Employee Dishonesty $1,000,000