HomeMy WebLinkAbout2017-153 1
CONTINUING CONTRACT AGREEMENT for ENVIRONMENTAL
AND BIOLOGICAL SUPPORTSERVICES
THIS CONTINUING CONTRACT AGREEMENT for ENVIRONMENTAL AND BIOLOGICAL
SUPPORT SERVICES ("Agreement"), RFQ 2017053 entered into as of this lath
day of October . 2017 by and between INDIAN RIVER COUNTY, a
political Subdivision of the State of Florida, ("COUNTY"), and ECOLOGICAL ASSOCIATES;
INC., ("CONSULTANT").
BACKGROUND RECITALS:
A. In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, the COUNTY has selected the CONSULTANT to provide certain environmental and
biological support services for various and sundry civil and environmental engineering projects
("Services").
B. The CONSULTANT is willing and able to perform the Services for the COUNTY on the
terms and conditions set forth below; and
C. The COUNTY and the CONSULTANT wish to enter into this Agreement for the
CONSULTANT's Services for various and sundry civil and environmental engineering
projects.
NOW THEREFORE, in accordance with the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of 'which are hereby
acknowledged, the parties agree as follows:
1. GENERAL
1.1 Professional services provided by the CONSULTANT for the COUNTY shall be identified
in individual Work Orders prepared by the COUNTY. Purchase Orders may be issued by the
COUNTY and approved through the MUNIS system for proposed services that total less than
$15,000.00. For proposed services $15;000.00 and over, Work Orders shall be issued and
approved by the Indian River County Board of County Commissioners. For the purpose of this
document, Purchase Order shall be defined as a Work Order, however the amount will be less
than $15,000.00. Work Orders shall be performed in a timely, efficient, cost effective manner,
and in accordance with current professional standards.Work Orders shall include a description
of services to be performed; a statement of fees; a schedule of deliverables; proposed
schedule for compensation and whether compensation is lump sum, maximum amount not-to-
exceed, task based, or any combination of the foregoing; a budget establishing the amount of
compensation to be paid with sufficient detail so as to identify all of the various elements of
costs; a projected schedule for completion of the work to be performed by the CONSULTANT;
and any other additional instructions or provisions relating to the specific Services authorized
pursuant to each Work Order that does not conflict with the terms of this Agreement.
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1.2 Whenever the term "Work Order" is used herein, it is intended to mean that formal
document that is dated; serially numbered; and executed by both the COUNTY and the
CONSULTANT by which the COUNTY accepts CONSULTANT's proposal for specific
services and CONSULTANT indicates a willingness to perform such specific services for
the terms and under the conditions specified in this Agreement. Each Work Order must
be fully executed by the COUNTY prior to issuance of the related Notice-to-Proceed.
1.3 Services related to any individual Work Order which would increase, decrease or
which are otherwise outside the scope of Services or level of effort contemplated by a
Work Order shall be Services for which the CONSULTANT must obtain the prior written
approval of the COUNTY as provided by this Agreement. All terms for the performance of
such Services must be agreed upon in a written document prior to any deviation from the
terms of a Work Order; and when properly authorized and executed by both the
CONSULTANT and the COUNTY, shall become an amendment to the Work Order or a
new Work Order, at the sole option of the COUNTY. A separate Notice-to-Proceed may,
at the.sole option of the COUNTY, be given for each phase of the services contained in
any Work Order hereunder.
1.4 A Work Order shall not give rise to any contractual rights until it meets the foregoing
requirements. Each written Notice-to-Proceed and specific Work Order, as approved by
the COUNTY, shall be an addendum to this Agreement. Nothing contained in any Work
Order shall conflict with the terms of this Agreement, and the terms of this Agreement
shall be deemed to be incorporated into each individual Work Order as if fully set forth
therein.
1.5 A schedule of current hourly billing rates is set forth in Exhibit 1 attached to this
Agreement and made a part hereof by this reference. These hourly billing rates will remain
effective for the duration of this Agreement.
1.6 No representation or guarantee is made by Indian River County as to the minimum or
maximum dollar value, volume of work, or type of work, if any, that CONSULTANT will
receive during the term of this Agreement.
1.7 The Background Recitals are true and correct and form a material part of this
Agreement.
2.COUNTY OBLIGATIONS
2.1 The COUNTY will provide the CONSULTANT with a copy of any preliminary data or
reports available as required in connection with the work to be performed under this
Agreement, together with all available drawings, surveys, right-of-way maps, and other
documents in the possession of the COUNTY pertinent to a Project. The CONSULTANT shall
satisfy itself as to accuracy of any data provided. The CONSULTANT is responsible for
bringing to the COUNTY's attention, for the County's resolution, material inconsistencies or
errors in such data that come to the CONSULTANT'S attention.
2.2 The COUNTY shall arrange for access to, and make provisions for the CONSULTANT to
enter upon, public and private property (where required) as necessary for the CONSULTANT
to perform its Services, upon timely written request ofCONSULTANT to COUNTY.
2.3 The COUNTY shall promptly execute all permit applications necessary to the Project.
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2.4 The COUNTY shall examine any and all studies, reports, sketches, drawings,
specifications, proposals and other documents presented by the CONSULTANT, and render,
in writing; decisions pertaining thereto within a reasonable time.
2.5 Approval by the COUNTY of any of the CONSULTANT's work, including but not limited to
drawings, design specifications, written reports, or any work products of any nature whatsoever
furnished hereunder, shall not in any way relieve the CONSULTANT of responsibility for the
technical accuracy and adequacy of the work. Neither the COUNTY's review, approval or
acceptance of, or payment for, any of the Services furnished under this Agreement shall be
construed to operate as a waiver of any rights under this Agreement or of any cause of action
arising out of the performance of this Agreement. The CONSULTANT shall be and remain
liable in accordance with all applicable laws for all damages to the COUNTY caused by the
negligent performance by the CONSULTANT of any of the Services furnished under this
Agreement.
2.6 The COUNTY reserves the right to appoint one or more Project Managers for the specific
Services in connection with any Work Order. The Project Manager shall:
(a) act as the COUNTY's agent with respect to the Services rendered hereunder; (b) transmit •
instructions to and receive information from the CONSULTANT; (c) communicate the
COUNTY's policies and decisions to the CONSULTANT regarding the Services; and (d)
determine, initially, whether the CONSULTANT is fulfilling its duties, responsibilities, and
obligations hereunder.
2.7 The COUNTY shall give prompt written notice to the CONSULTANT whenever the
COUNTY observes or otherwise becomes aware of any development that affects the timing or
delivery of the CONSULTANT's Services. If the CONSULTANT has been delayed in
completing its Services through no fault or negligence of either the CONSULTANT or any sub-
consultant, and, as a result will be unable to perform fully and satisfactorily under the provisions
of this Agreement, then the CONSULTANT shall promptly notify the Project Manager. In the
COUNTY's sole discretion, and upon the submission to the COUNTY of evidence of the causes
of the delay, the Work Order shall be modified in writing as set forth in this Agreement, subject .
to the COUNTY'S rights to change, terminate, or stop any or all of the Services at any time in
accordance with this Agreement:
2.8 The CONSULTANT shall not be considered in default for a failure to perform if such
failure arises out of causes reasonably beyond the CONSULTANT's control and through
no fault or negligence of the CONSULTANT. The parties acknowledge that adverse
weather conditions, acts of God, or other unforeseen circumstances of a similar nature,
may necessitate modifications to this Agreement. If such conditions and circumstances do
in fact occur, then the COUNTY and CONSULTANT shall mutually agree, in writing, to the
modifications to be made to this Agreement.
3. RESPONSIBILITIES OF THE CONSULTANT
3.1 The CONSULTANT agrees to perform all necessary environmental and biological
support services, and other Services in connection with the assigned .Project(s) as set
forth in the Work Orders and in this Agreement.
3.2 The CONSULTANT will endeavor not to duplicate any previous work done on any
Project. Before execution of a Work Order, the CONSULTANT shall consult with the
COUNTY to clarify and define the COUNTY's requirements for the Project.
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3.3 The CONSULTANT agrees to complete the Project within the time frame specified in
the Work Order.
3.4 The CONSULTANT will maintain an adequate staff of qualified personnel.
3.5 The CONSULTANT will comply with all present and future federal, state, and local
laws, rules, regulations, policies, codes, and guidelines applicable to the Services
performed under this Agreement.
3.6 The CONSULTANT, as a part of the consideration hereof, does hereby covenant and
agree that: (1) in connection with the furnishing of Services to the COUNTY hereunder,
no person shall be excluded from participation in, denied the benefits of, or otherwise
subjected to discrimination in regard to the services to be performed by CONSULTANT
under this Agreement on the grounds of such person's race, color, creed, national origin,
religion, physical disability, age, or sex; and (2) the CONSULTANT shall comply with all
existing requirements concerning discrimination imposed by any and all applicable local,
state, and federal rules, regulations, or guidelines; as such rules, regulations, or guidelines
may be from time to time amended.
3.7 The CONSULTANT shall during the entire term of this Agreement, procure and keep
in full force, effect, and good standing any and all necessary licenses, registrations,
certificates, permits, and any and all other authorizations as are required by local, state,
or federal law, in order for the CONSULTANT to render its Services as described in this
Agreement. The CONSULTANT shall also require all sub-consultants to comply by
contract with the provisions of this section.
3.8 The CONSULTANT will prepare all necessary sketches and completed application
forms to accompany the COUNTY's applications for any required federal, state, or local
permits. The CONSULTANT will reply, in writing, to all regulatory agencies' requests for
additional information related to a permit application. The CONSULTANT will document
all meetings, conversations, etc. with permitting agencies. The CONSULTANT will provide
the COUNTY with copies of all permit applications, including attachments, and all related
correspondence. The CONSULTANT acknowledges that preparation of all applicable
permits for the COUNTY's submittal to regulatory agencies, and the CONSULTANT's
written responses to all regulatory agencies' questions until the permit is issued or denied,
are included within the scope of basic compensation in each particular Work Order. No
additional service work related to permitting will be approved for any reason, except in the
case where new permitting requirements become effective after the effective date of a
Work Order.
3.9 The CONSULTANT will cooperate fully with the COUNTY in order that all phases of
the work may be properly scheduled and coordinated.
3.10 The CONSULTANT will cooperate and coordinate with other COUNTY
CONSULTANTS, as directed by the COUNTY.
3.11 The CONSULTANT shall report the status of the Services under this Agreement to
the County Project Manager upon request and hold all drawings, calculations and related
work open to the inspection of the County Project Manager or his authorized agent at any
time, upon reasonable request.
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3.12 All documents, reports, tracings, plans. specifications, field books, survey notes and
information, maps, contract documents, and other data developed by the CONSULTANT
for the purpose of this Agreement, are and shall remain the property of the COUNTY. The
foregoing items will be created, maintained, updated, and provided in the format specified
by the COUNTY.When all work contemplated under this Agreement is complete, all of the
above data shall be delivered to the County Project Manager. •
3.13 The.CONSULTANT will confer with the COUNTY during the further development of
improvements for which the CONSULTANT has provided design or other services, and
the CONSULTANT-will interpret plans and other documents; correct errors and omissions;
and prepare any necessary plan revisions not involving a change in the scope of the work
required, at no additional cost to the COUNTY, within thirty (30) calendar days of notice
by the COUNTY, or upon a determination of the CONSULTANT of the existence of such
errors or omissions, whichever event shall first occur. The foregoing is not intended to
include construction management services provided by the CONSULTANT.
3.14 The CONSULTANT agrees to maintain complete and accurate books and records
("Books"), in accordance with sound accounting principles and standards for all Services,
costs, and expenditures under this Agreement. The Books shall identify the Services
,rendered during each month of the Agreement and the date and type of each Project-
related expense. The COUNTY shall have the right at any reasonable time and through
any of its designated agents or representatives, to inspect and audit the Books for the
purpose of verifying the accuracy of any invoice. The CONSULTANT shall retain the
Books, and make them available to the COUNTY as specified above, until the later of .
three (3) years after the date of termination of this Agreement, or such longer time if
required by any federal, state, or other governmental law, regulation, or grant
requirement.
3.15 The CONSULTANT shall not assign or transfer any work under this Agreement without
the prior written consent of the COUNTY. When applicable and upon receipt of such consent
from the COUNTY,the CONSULTANT shall cause the names of the engineering and surveying
firms responsible for the major portions of each separate specialty of the work to be inserted
on the reports or other data.
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3.16 All documents. including but not limited to drawings and specifications, prepared by the
CONSULTANT pursuant to this Agreement are related exclusively to the Services described
herein and are not intended or represented to be suitable for reuse by the COUNTY or others
on any other project. Reuse of any document or drawing shall be at the COUNTY's own risk.
The CONSULTANT shall not be held liable for any modifications made to the documents by
others.
4.TERM; DURATION OF AGREEMENT
4.1 This Agreement shall remain in full force and effect for a period of two (2)years after the
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date of execution thereof, or until completion of all project phases as defined by the
COUNTY, whichever occurs first, or unless otherwise terminated by mutual consent of the
parties hereto, or terminated pursuant to Section 8 "Termination", This Agreement may be
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extended fortwo additional two(2)year renewal atthe discretion of the County.
5. . COMPENSATION
5.1 The COUNTY shall pay to the CONSULTANT a mutually agreed upon lump sum or
maximum amount not-to-exceed professional fee for each task in the Work Order,to be paid in
monthly installments or on a deliverable basis, all as set forth in a Work Order. Duly certified
invoices, in triplicate phased as per the Work Order shall be submitted to the County
Project Manager, in detail sufficient for proper prepayment and post payment audit. Upon
submittal of a proper invoice the County Project Manager will determine if the tasks or portions
thereof have been satisfactorily completed. Upon a determination of satisfactory completion,
the County Project Manager will authorize payment to be made. All payments for services
shall be made to the CONSULTANT by the COUNTY in accordance with the Florida
Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida
Statutes, et seq.). Payment for Purchase Orders will be included in the proposal for
Purchase Order.
5.1.1 The CONSULTANT shall include on the invoices any identifiable per diem, meals
and lodgings, . taxi fares and miscellaneous travel-connected expenses for
CONSULTANT's personnel subject to the limitations of F. S. section 112.061, as may be
amended from time to time. Travel expenses, if any, shall not be on a direct pay basis by.
the COUNTY. Notwithstanding the foregoing, the CONSULTANT acknowledges and
agrees that it will not be reimbursed for any travel within Indian River County, both after a
CONSULTANT arrives from outside of Indian River County, and where a CONSULTANT
maintains an officein Indian River County.
5.1.2 The COUNTY shall make direct payment of all permit fees paid to regulatory
agencies for approvals directly attributable to the Services under the Project. These permit
fees do not include those permits required for any construction contractor.
5.2 The COUNTY may at any time notify the CONSULTANT of requested changes to the
Services under an existing Work Order, and thereupon the COUNTY and the
CONSULTANT shall execute a mutually agreeable amended Work Order or a new Work
Order.
5.3 The COUNTY shall have the sole right to reduce or eliminate, in whole or in part, any
portion of the Services under any Work Order at any time and for any reason, upon written
notice to the CONSULTANT specifying the nature and extent of the reduction. In such
event, the CONSULTANT shall be paid for the Services already performed and also for the
Services remaining to be done and not reduced or eliminated, upon submission of invoices
as set forth in thisAgreement.
5.4 The COUNTY may, at any time and for any reason, direct the CONSULTANT to
suspend Services, in whole or in part under this Agreement. Such direction shall be in
writing, and shall specify the period during which Services shall be stopped. The
CONSULTANT shall resume its Services upon the date specified, or upon such other date
as the COUNTY may thereafter specify in writing. Where the COUNTY has suspended the
Services under this Agreement for a period in excess of six (6) months, the compensation
of CONSULTANT for such suspended Services may be subject to modification. The period
during which the Services are stopped by the COUNTY shall be added to the time of
performance of this Agreement.
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6. ADDITIONAL WORK
6.1 If services in addition to the Services provided hereunder are required or desired
by the County in connection with the Project, the COUNTY may, at the sole option of the
COUNTY: separately obtain same outside of this Agreement; or request the
CONSULTANT to provide, either directly by the CONSULTANT or by a sub consultant,
such additional services by a new Work Order or by a written amendment to a specific
Work Order.
7. INSURANCE AND INDEMNIFICATION
7.1 The CONSULTANT shall not commence work on this Agreement until it has obtained
all insurance required under this Agreement and such insurance has been approved by
the County's Risk Manager.
7.2 CONSULTANT shall procure and maintain, for the duration of this Agreement, the
minimum insurance coverage as set forth herein. The cost of such insurance shall be
included in the CONSULTANT's fee:
7.2.1 Workers' Compensation: Workers' Compensation as required by the State of Florida
Employers' Liability of $100,000 each accident, $500,000 disease policy limit, and
$100,000 disease each employee.
7.2.2 General Liability: commercial general liabiiity coverage, including contractual liability
and independent contractor, with a minimum combined single limit of $300,000 per
occurrence.
7.2.3 Business Automobile Liability: owned, hired, and non-owned vehicles at a minimum
combined single limit of$300,000 per occurrence.
7.2.4 Professional Liability Insurance: providing coverage for negligent acts, errors, or
omissions committed by CONSULTANT with a limit of $1,000,000 per claim/annual
aggregate. This insurance shall extend coverage to loss of interest, earning, profit, use, and
business interruption, cost of replacement power, and other special, indirect, and
consequential damages.,
7.3 CONSULTANT's insurance coverage shall be primary.
7.4 All required insurance policies shall be placed with insurers licensed to do business in
Florida and with a Best's rating of A-VII or better.
7.5 The insurance policies procured shall be occurrence forms, not claims made policies
with the exception of professional liability.
7.6 A certificate of insurance shall be provided to the County's Risk Manager for review
-and approval, ten (10) days prior to commencement of any work under this Agreement.
The COUNTY shall be named as an additional insured on all policies except workers'
compensation and professional liability.
7.7 The insurance companies selected shall send written verification to the County Risk
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Manager that they will provide 30 days prior written notice to the County Risk Manager of its
intent to cancel or modify any required policies of insurance.
7.8 CONSULTANT shall include all sub-consultants as insured under its policies or shall
furnish separate certificates and endorsements for each sub consultants.All coverages for sub-
consultants shall be subject to all of the requirements stated herein.
7.9 The COUNTY, by and through its Risk Manager, reserves the right periodically to review
any and all policies of insurance and reasonably to adjust the limits of coverage required
hereunder,from time to time throughout the term of this Agreement. In such event,the COUNTY
shall provide the CONSULTANT with separate written notice of such adjusted limits and
CONSULTANT shall comply within thirty (30) days of receipt thereof. The failure by
CONSULTANT to provide such additional coverage shall constitute a default by CONSULTANT
and shall be grounds for termination of this Agreement by the COUNTY.
7.10 The CONSULTANT shall indemnify and hold harmless the COUNTY, and its 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.
8. TERMINATION
8.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30)
days' prior written notice to the CONSULTANT; or (b) by the CONSULTANT, for any reason,
upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of
the parties; or d) as may otherwise be provided below. In the event of the termination of this
Agreement, any liability of one party to the other arising out of any Services rendered, or for
any act or event occurring prior to the termination, shall not be terminated or released.
8.2 In the event of termination by the COUNTY, the COUNTY's sole obligation to the
CONSULTANT shall be payment for those portions of satisfactorily completed work previously
authorized by approved Work Order. Such payment shall be determined on the basis of the
hours of work performed by the CONSULTANT, or the percentage of work complete as
estimated by the CONSULTANT and agreed upon by the COUNTY up to the time of
termination. In the event of such termination, the COUNTY may, without penalty or other
obligation to the CONSULTANT, elect to employ other persons to perform the same or similar
services.
8.3 The obligation to provide services under this Agreement may be terminated by
either party upon seven (7) days prior written notice in the event of substantial failure by the
other party to perform in accordance withthe terms of this Agreement through no fault of the
terminating party.
8.4 In the event that the CONSULTANT merges with another company, becomes a subsidiary
of, or makes any other substantial change in structure, the COUNTY reserves the right to
terminate this Agreement in accordance with its terms.
8.5 In the event of termination of this Agreement, the CONSULTANT agrees to surrender any
and all documents prepared by the CONSULTANT for the COUNTY in connection with this
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Agreement.
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8.6 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow
public access to all documents, papers, letters, or other material subject to the provisions of
Chapter 119 Florida Statutes and made or received by the CONSULTANT in conjunction with
this Agreement.
8.7 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT
submits a false invoice to the COUNTY.
9. TRUTH-IN-NEGOTIATION CERTIFICATE:CONTINGENCY FEES.
9.1 Execution of this Agreement by the CONSULTANT shall act as the execution of a truth- in-
negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement are accurate, complete and current as of the date
of the Agreement and no higher than those charged the CONSULTANT's most favored
customer for the same or substantially similar service. The wage rates and costs shall be
adjusted to exclude any significant sums should the COUNTY determine that the wage rates
and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to
inaccurate representations of fees paid to outside CONSULTANTs. The COUNTY shall
exercise its rights under this"Certificate"within one (1) year following final payment. COUNTY
has the authority and right to audit CONSULTANT's records under this provision. The COUNTY
does not hereby waive any other right it may have pursuant to Section 287.055, Florida
Statutes, as it may be from time-to-time amended.
9.2 Pursuant to the CONSULTANTS' Competitive Negotiation Act, Section 287.055, Florida
Statutes, the CONSULTANT warrants that it has not employed or retained any company or
person other than a bona fide employee working solely for the CONSULTANT to solicit or
secure this Agreement and that it has not paid or agreed to pay any company or person other
than a bona fide employee working solely for the CONSULTANT any fee, commission,
. percentage fee, gifts or any other considerations, contingent upon or resulting from the award
or making of this contract. For breach of violation of this provision, the COUNTY shall have the
right to terminate this Agreement without liability and, at its discretion, to deduct from the
contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift,
or consideration.
10. MISCELLANEOUS PROVISIONS
10.1 Independent Contractor. It is specifically understood and acknowledged by the
parties hereto that the CONSULTANT or employees or sub-consultants of the
CONSULTANT are in no way to be considered employees of the COUNTY, but are
independent contractors performing solely under the terms of the Agreement and not
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otherwise.
10.2 Merger; Modification. This Agreement incorporates and includes all prior and
contemporaneous negotiations, correspondence, conversations, agreements, or
understandings applicable to the matters contained herein and the parties agree that there
are no commitments, agreements, or understandings of any nature whatsoever
concerning the subject matter of the Agreement that are not contained in this document.
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Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon.
any prior or contemporaneous representations or agreements, whether oral or written. No
alteration, change, or modification of the terms of this Agreement shall be valid unless
made in writing and signed by the CONSULTANT and the COUNTY.
10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be
construed according to the laws of the State of Florida. Venue for any lawsuit brought by
either party against the other party or otherwise arising out of this Agreement shall be in
Indian River County, Florida, or, in the event of federal jurisdiction, in the United States
District Court for the Southern District of Florida.
10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed
cumulative and additional, and not in lieu or exclusive of each other or of any other remedy
available to either party, at law or in equity. Each right, power and remedy of the parties
provided for in this Agreement shall be cumulative and concurrent and shall be in addition
to every other right, power or remedy provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise. The failure of either party to insist
upon compliance by the other party with any obligation, or exercise any remedy, does not
waive the right to so in the event of a continuing or subsequent delinquency or default. A
party's waiver of one or more defaults does not constitute a waiver of any other delinquency
or default. If any legal action or other proceeding is brought for the enforcement of this
Agreement or because of an alleged dispute, breach, default, or misrepresentation in
connection with any provisions of this Agreement, each party shall bear its own costs.
10.5 Severability. If any term or provision of this Agreement or the application thereof to
any person or circumstance shall, to any extent, be held invalid or unenforceable for the
remainder of this Agreement, then the application of such term or provision to personsor
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected, and every other term and provision of this Agreement shall be deemed valid and
enforceable to the extent permitted by law.
10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are
subject to the availability of funds lawfully appropriated for its purpose by the Board of
County Commissioners of Indian River County.
10.7 No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's credit or
make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien,
or anyform of indebtedness.
10.8 Survival. Except as otherwise expressly provided herein, each obligation In this
Agreement to be performed by CONSULTANT shall survive the termination or expiration
of this Agreement.
10.9 Construction. The headings of the sections of this Agreement are for the purpose of
convenience only, and shall not be deemed to expand, limit, or modify the provisions
contained in such sections. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties
or parties may require. The parties hereby acknowledge and agree that each was properly
represented by counsel and this Agreement was negotiated and drafted at arm's-length so
that the judicial rule of construction to the effect that a legal document shall be construed
against the draftsperson shall be inapplicable to this Agreement.
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10.10Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original copy and all of which shall constitute but one and the
same instrument.
10.11 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The
Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County 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 or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the records
to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in •
possession of the Contractor or keep and maintain public records required by the County to
perform the service. If the Contractor transfers all public records to the County upon completion of
the contract, the Contractor shall destroy any. duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the contractor keeps and
maintains public records upon completion of_the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to the
County, upon request from the Custodian of Public Records, in a format that is compatible with the
information technology systems of the County.
B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
(772) 226-1424
publicrecords(a.ircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of
this Agreement.
[Remainder of page intentionally left blank; signature page to follow.]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
first written above.
ECOLOGICAL ASSO ATES, INC. INDIAN RIVER COUNTY •��'co mi*"*..
By its Board of County Commissioner§ .• ''
•'J� o,.•..
BY By � ;*�'• ���
. D-�orest, CEO J i _ ' •
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ph E. Flescher, C airman : r
Date Approved by BCC: October 10, -"`•�PRCOUNrt.,
Date 09A$/x'1017
Witness: Attest: Jeffrey R. Smith, Clerk of Court
A Comptroller
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By LK •_ _SII -A . _ 1.1 By A' 4f
IDe.uty CI= .
Printed Name (CJ i wJ'- -l"``__�) Rel fly
Appr•.
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Lair Ll•
Jason:. Br. n
County Ad nistrator
Approved as to form and leg
isitycly±,
William K. DeBraal
Deputy County Attorney
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ECOLOGICAL ASSOCIATES, INC.
RATE AND FEE SCHEDULE FOR INDIAN RIVER COUNTY
Effective Dates: October 1, 2017— September 30, 2019
1) Personnel (Hourly Rates, Inclusive of Overhead and Profit):
Professional Title Rate
Principal (President/Scientific Director) $130.00
Project Manager $115.00
Senior Scientist II $105.00
Senior Scientist I/Gopher Tortoise Specialist $95.00
Biologist 11 $90.00
Biologist I $80.00
Lab/Field Technician $55.00
Associate Scientist (Specialist) $150.00
Scientific Diver $195.00
2) Equipment Usage Fees:
Boat Fees:
16-20ft EAI vessel - $450/day (operations exclusive of crew)
21-25ft EAI vessel - $720/day (operations exclusive of crew)
Leased Vessel —Cost plus $160/day (insurance coverage and operations)
Kayak - $55/day (exclusive of crew)
Diving Operations (gear, safety plan, and operational expenses, excluding
personnel) - $160/person/day
Precision GPS (sub-meter accuracy) - $265/day
ATV and trailer- $80/day
Water quality meter - $135/day
Other Equipment Usage Fees— Quoted on project-specific basis
3) Travel:
Mileage (Applicable GSA mileage rate) $ 0.535/mile (current)
Per diem (Quoted on project-specific basis): Cost
4) Direct Expenses: Cost
5) Sub-contractors: Cost Plus 8.5%
Authorized by:
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