CITY OF PALM COAST AGREEMENT RELATING TO Assisted Living Facility Construction Documents and Construction Assistance , and phase services

WITH

ARCADIS G&M, Inc.

THIS AGREEMENT made and entered into the day of , 2006 by and between the City of Palm Coast, Florida, 2 Commerce Boulevard, Palm Coast, Florida 32164, a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "CITY" and Arcadis G&M, Inc., whose principal and local address is 630 Plaza Drive, Suite 200, Highlands Ranch, Colorado 80129, hereinafter referred to as to as the “CONSULTANT”. The CITY and the CONSULTANT are collectively referred to herein as the Parties.

WITNESSETH :

WHEREAS, the CITY desires to retain the CONSULTANT for services relating to the CITY’s Community Development Block Grant (CDBG) program and specifically relating to the proposed assisted living facility construction documents and construction bid Assistance; and

WHEREAS, the CITY desires to retain the CONSULTANT to perform the services as set forth herein in Section 2 of this Agreement; and

WHEREAS, the CONSULTANT hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality services to the CITY; and

WHEREAS, all submissions submitted by the CONSULTANT in the proposals/bid submitted to the CITY are hereby incorporated herein to the extent not inconsistent with the terms and conditions as set forth herein; and

WHEREAS, this Agreement is not subject to the provisions of the Consultants Competitive Negotiations Act; and

WHEREAS, the CITY desires to use the expertise and knowledge of the CONSULTANT.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

SECTION 1: GENERAL PROVISIONS.

(a). The term "CONSULTANT" as used in this Agreement is hereby defined herein as that person or entity, including employees, servants, partners, principals, agents and assignees providing services under this Agreement.

(b). The CONSULTANT acknowledges that the CITY may retain other service providers to provide the same services for CITY projects.

(c). The CONSULTANT agrees to provide and ensure coordination between services providers.

(d). The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied.

(e). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The person(s) executing this Agreement for the CONSULTANT certify that he/she/they is/are authorized to bind the CONSULTANT fully to the terms of this Agreement.

(f). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement.

(h). When the term “law” is used herein, said phrase shall include statutes, codes, rule and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction.

(i). Packages must be plainly marked with the shipper’s name and the Purchase Order Number; charges are not allowed for boxing or crating unless previously agreed upon in writing.

(j). All materials must be shipped by the CONSULTANT to the CITY. The CITY will not pay shipping, freight or express charges. The CONSULTANT shall prepay shipping charges. Delivery must actually be affected within the time stated on the respective Purchase Order. The CITY reserves the right to cancel purchase orders and purchase elsewhere if delivery is not timely as stated on the Purchase Order. Deliveries shall be made between 8:00 A.M. and 5:00 P.M., Monday through Friday, unless otherwise stated. In case of default by the CONSULTANT, the CITY may procure the articles or services covered by a Purchase Order from other sources and hold the CONSULTANT responsible for any excess expense occasionally thereby.

(k). The CONSULTANT shall furnish the CITY with a current Material Safety Data Sheet (MSDS) on or before delivery of each and every hazardous chemical or substance purchased. Appropriate labels and MSDSs shall be provided for all shipments.

(l). The CONSULTANT hereby guarantees the CITY that all material, supplies, services and equipment as listed on a Purchase Order meet the requirements, specifications and standards as provided for under the Federal Occupations Safety and Health Act of 1970, from time to time amended and in force on the date hereof.

(m). It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the CONSULTANT (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. The CONSULTANT is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement.

(n). Persons employed by the CONSULTANT in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers’ compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY’s officers and employees either by operation of law or by the CITY.

(o). No claim for services furnished by the CONSULTANT not specifically provided for herein shall be honored by the CITY.

SECTION 2: SCOPE OF SERVICES.

(a). The CONSULTANT shall diligently and in a professional and timely manner perform and provide the services set forth in this Section.

(b). Unless modified in writing by the parties hereto, the duties of the CONSULTANT shall not be construed to exceed the provision of the services pertaining to this Agreement.

(c). The CONSULTANT shall provide the following services:

Project Overview / Scope of Services

Preparation of all contract documents for the purposes of obtaining construction bids on the CITY’s CDBG project. An overview of services is set forth below.

Task 1: Preparation of Construction Documents/Specifications/Supplemental Conditions

The CONSULTANT shall prepare the front end documents for the CITY’s CDBG Benton Village project based on the boiler plate documents provided by Kaye Tucker provided to the CONSULTANT and attached hereto as Exhibit “A”. The documents shall be prepared using the specific language that the Florida Department of Community Affairs requires in the bidding of CDBG grant projects. Wage decisions for the project will be as provided by Kaye Tucker and shall be included in the documents.

Task 2 – Limited Construction Assistance & Construction Certification

The CONSULTANT shall provide limited construction services. The level of services will be limited to a level required for agency certification related to water, sewer and drainage systems. The CONSULTANT shall perform the following duties:

· Attendance at a pre-construction conference.

· Attendance at the bid opening.

· Review and recommend award from bids.

· Respond to Construction Contractor’s Request for Additional Information (RAI).

· Review of Construction Contractor’s shop drawings.

· Confirm and prepare change orders to the Construction Contractor’s agreement.

· Provide review of the contractor’s monthly pay request.

· Review testing results.

· Provide record drawing review, a final construction inspection to allow for the Certification of Construction.

· Provide the Certification of Construction and assist in the sign-off acceptance by the regulatory governmental agencies.

(d). The CONSULTANT shall complete all engineering and surveying necessary for final engineering design.

(e). The CONSULTANT shall prepare and submit to the City all necessary design documents including, but not limited to drawings, specifications, maps and other documents appropriate for this project. Completion of plans and specifications for all work to be addressed, placing the work out for bids, make recommendations to the City, regarding bids submitted and provide any necessary aid in negotiating of finalizing a construction contract for work to be done. Engineering plans shall be completed within seventy five (75) calendar days exclusive of any time delays caused by governmental agencies as part of the permitting process.

(f). The CONSULTANT shall submit to the City an estimate of the probable cost for construction.

(g) The CONSULTANT shall provide assistance to the CITY shall in filing for any and all approval of any portion of the project.

(h). The CONSULTANT shall observe of the construction phase of the work. Construction phase of this Agreement will commence on the date the Construction Contract is awarded for actual construction of the improvements and will terminate thirty (30) days after the CONSULTANT has certified that all construction work under the Construction Contract has been satisfactorily completed. The observation of the work by the Engineer shall include, but not be limited to, the following:

(1). Making on-site inspection at appropriate intervals to determine that work is being done as agreed under the Construction Contract and to be knowledgeable in the progress and quality of the construction work. Continuous on-site inspections are not required. Engineer shall report promptly to the City any defects or deficiencies in construction work or materials or noncompliance with the Construction Contract and shall keep the City informed on a regular basis of both the progress and quality of work and shall take steps necessary and reasonable to assure that all construction work is completed properly and timely.

(2). The CONSULTANT shall not have control or charge of, and shall not be responsible for construction means, methods, techniques, or procedures, or for omissions or for the safety precaution and programs incident to the work of the Construction Contractor, subcontractor or any other persons performing any of the construction work or for the failure of any of them to carry out the work in accordance with the Construction Documents, Plans and Specifications.

(3). The CONSULTANT shall determine the amounts owing to the Construction Contractor based on inspections at the site and on evaluations of the Construction Contractor’s Applications for payment, and shall issue Certificates for Payment in such amounts only after Contractor has furnished a Contractor’s affidavit that all labor material and supplies have been fully paid for or set forth amounts still due and to whom and have complied with all terms required by the CDBG.

(4). The issuance of a Certificate for Payment shall constitute a representation by the CONSULTANT to the City based on the CONSULTANT’s inspections at the site as provided in this Agreement and on the date composing the Construction Contractor’s Application for Payment, that, to the best of the Engineer’s knowledge, information and belief, the work has progressed to the point indicated; the quality of the work is in accordance with the Construction Documents subject to an evaluation of the work conformance with the Construction Contract Documents upon substantial completion, to the results of any subsequent tests required by or performed under the Construction Contract Documents, to minor deviations from the Contract Documents correctable prior to the completion, and to any specifications stated in the Certificate for Payment; and that the Construction Contractor is entitled to payment in the amount certified. The CONSULTANT shall require the Contractor and each of its subcontractors and/or suppliers of materials, if any, to sign a waiver of lien of properly completed, prior to payment of any funds assuring the City that both materials and labor have been paid for and that no liens will be filed against the City.

(5). The CONSULTANT shall have authority to reject work which does not conform to the Construction Documents and will have authority to require special inspection or testing of the work whenever in the Engineer’s reasonable opinion it is necessary or advisable for the implementation of the intent of the Construction Contract Documents. The CONSULTANT shall prepare Change Orders for the City’s approval and execution, and shall have authority to order minor changes in the work not involving an adjustment in the Construction Contract Sum or an extension of the Construction Contract time.

(6). The CONSULTANT shall conduct inspections to determine the Dates of Substantial Completion and Final Completion and shall issue a Final Certificate for Payment.

(7). The CONSULTANT shall conduct on site interviews as required to meet DCA and HUD requirements for Federal hour and wage compliance.

SECTION 3 : CONSULTANT UNDERSTANDING OF SERVICES REQUIRED.

Execution of this Agreement by the CONSULTANT is a representation that the CONSULTANT is familiar with the services to be provided and/or performed and with local conditions. The CONSULTANT shall make no claim for additional time or money based upon its failure to comply with this Agreement. The CONSULTANT has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and providing the services and/or goods described in this Agreement , and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinance, rules, regulations or orders of any public authority or licensing entity having jurisdiction over the CITY's Projects. Execution of this Agreement shall be an affirmative and irrefutable representation by the CONSULTANT to the CITY that the CONSULTANT is fully familiar with any and all requisite work conditions of the provisions of the services.

SECTION 4 : CHANGE ORDERS.

Revisions to the scope of services shall be authorized in writing by the CITY as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement. Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An Agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged work, including all direct and indirect costs of whatever nature, and all adjustments to the CONSULTANT’s schedule.

SECTION 5 : CONSULTANT RESPONSIBILITIES.

(a). The CONSULTANT shall be responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by the CONSULTANT under this Agreement as well as the conduct of its staff, personnel, employees and agents. The CONSULTANT shall work closely with the CITY on all aspects of the provision of the services. With respect to services, the CONSULTANT shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by the CONSULTANT under this Agreement. The CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. The CONSULTANT’s submissions in response to the subject RFP are incorporated herein by this reference thereto.