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HomeMy WebLinkAboutContractNON-EXCLUSIVE AGREEMENT for CONTINUING PROFESSIONAL ENGINEERING CONSULTING SERVICES THIS AGREEMENT entered into this 14 day of MARCH, 2018 by and between CITY OF SEBASTIAN, a Florida Municipal Corporation, hereinafter referred to as the "CITY", and Applied Technology & Management (ATM) hereinafter referred to as the "ENGINEER CONSULTANT". ►.irr.�� I�hli. That the CITY and the ENGINEER CONSULTANT, in consideration of their mutual covenants, herein agree with respect to the performance of professional engineering services by the ENGINEER CONSULTANT, and the payment for those services by the CITY, as set forth below. This agreement shall be referred to as the "MASTER AGREEMENT" under which future Work Orders will apply. Whereas, the ENGINEER CONSULTANT was selected to provide a sole -source service to the CITY as part of a Cooperative Agreement with the SEBASTIAN INLET DISTRICT. The ENGINEER CONSULTANT shall serve as the CITY's professional representative for the Working Waterfront Park Shoreline Improvements Project as set forth in the Attached Work Order (EXHIBIT A), and shall give professional advice to the CITY during the performance of the services to be rendered and as to the fulfillment of project requirements. The ENGINEER CONSULTANT is retained by the CITY to perform these consulting services under this non- exclusive continuing contract with the CITY. SECTION I— SCOPE OF SERVICES The Scope of Services has been identified in the Attached Work Order (EXHIBIT A) prepared by the ENGINEER CONSULTANT and approved by the CITY. Initiation of work shall be subject to a Notice -to -Proceed being issued by CITY. Basic services required of the ENGINEER CONSULTANT for the project will be described in other appropriate sections of this Agreement and in individual Work Orders. SECTION II - CITY OBLIGATIONS The CITY agrees to provide the following material, data, or services as required in connection with the work to be performed under this Agreement: A. Provide the ENGINEER CONSULTANT with a copy of any pertinent preliminary data or reports available to the CITY. B. Provide the ENGINEER CONSULTANT with all available drawings, surveys, right-of-way maps, and other documents in the possession of the CITY that are pertinent to the project. C. The CITY shall be responsible for obtaining only those permits delineated in the Scope of Work, or those required to complete the project only if such permit requirements are made into law and established by regulatory agencies after the effective date of the Work Order. D. The CITY shall make all provisions for the ENGINEER CONSULTANT to enter upon public or private property as reasonably required for the ENGINEER CONSULTANT to perform its services. E. The CITY will promptly execute all completed permit applications necessary to expedite the acquisition of any local, state or federal permits made necessary by the project. �7 K�Vii7�S.fii1 • RA VY,�1•iAYII�\Nn-_1'�illlil�l T11w-CITY shak, in is atieu, JiriMat,c thr Fnjrcl iv Gentinaing-Cvigd7#i ,G gsmice^ >; Fms aq the rrry sees a. The GITv+c de it r«y `Aa:;� an prejeat 1yVrs prv,'M *j, v.'ri 6le man hours assigned to CITY p:tjaAs by the ..ete,.•vA n .....:....:.... C-an...t.:.,,. 9.....:,...6 Finut, m/ -13r ....,.,.:,,t ,..,..ei4ise er knowledge ........e....,.A by ene of e w rrrr�g gensulting E_miasc Firm that urry >tr plrtiir.r the paFtietilaf �on',r) r1gnr&it.-S iirtriLW.aon-ef-..o.-.r SECTION IV - SCOPE OF SERVICES The ENGINEER CONSULTANT agrees to perform all necessary professional engineering services, project design services, construction phase services, design -build services, and/or other services in connection with the assigned project(s) as required and as set forth in the following: A. General The ENGINEER CONSULTANT will endeavor not to duplicate any previous work done on any project. Before issuance of a Work Order and written authorization to proceed, the ENGINEER CONSULTANT shall consult with the CITY to clarify and define the CITY'S requirements for the project(s) and review all available data. 2. The ENGINEER CONSULTANT shall attend conferences with the CITY and its representatives, upon request. 3. In order to accomplish the work described under this Agreement under the time frames and conditions set forth in this Agreement, the ENGINEER CONSULTANT shall observe the following requirements: a. The ENGINEER CONSULTANT shall complete its work on the project(s) within the time allowed by maintaining an adequate staff of registered engineers, certified operators, draft person(s), and other employees and/or sub consultants on the work at all times. b. The ENGINEER CONSULTANT shall comply with all federal, state, and local laws applicable to the project(s). The ENGINEER CONSULTANT'S work product shall conform with all applicable federal, state and local laws applicable to the project(s). C. The ENGINEER CONSULTANT shall prepare and complete all necessary sketches, permit application drawings, calculations, and application forms to accompany the CITY'S applications for any required federal, state, or local permits. The ENGINEER CONSULTANT shall reply to all permitting agency's requests for additional information related to a permit application. d. The ENGINEER CONSULTANT shall cooperate fully with the CITY in order that all phases of the work may be properly scheduled and coordinated. e. The ENGINEER CONSULTANT shall provide the appropriate quantities of complete preliminary sets of construction plans to any city, county, state or federal regulatory agency from which a permit or other approval is required, prior to final approval of the design by the CITY MANAGER or his/her designate, and shall coordinate the project design with all agencies. f. The ENGINEER CONSULTANT shall contact all utility companies having installations in the vicinity of the proposed work to determine accurate locations and consider relocation of utilities, if necessary. The ENGINEER CONSULTANT shall provide the CITY with all known information relative to any required utility adjustments, relocations and installations, and shall show all known above and below ground utilities on the final design plans. g. The ENGINEER CONSULTANT shall report the status of the project(s) to the CITY MANAGER or his/her designee upon request and hold all drawings, calculations, and related work open to the inspection of the CITY MANAGER or his/her authorized agent at any time, upon reasonable request. h. Unless otherwise specified, the ENGINEER CONSULTANT shall be considered the Engineer -of -Record for the project(s) in accordance with all legal and administrative requirements and criteria 4. The ENGINEER CONSULTANT shall furnish additional copies of reports, drawings, specifications, bidding and construction contract documents, and other pertinent items as required by federal, state and local agencies from which approval of the project(s) must be obtained, prospective bidders, material suppliers, and other interested parties, but may charge only for the actual cost of providing such copies. The ENGINEER CONSULTANT shall furnish to the CITY the necessary number of sets of the drawings, bidding and construction contract documents, specifications, reports, and other pertinent items as set forth in individual Work Orders. The cost of these sets of documents are not included in the basic compensation paid to the ENGINEER CONSULTANT, but will be paid as a direct expense. All original documents, survey notes, field books, tracings, and the like, including all items furnished to the ENGINEER CONSULTANT by the CITY pursuant to this Agreement, is and shall remain the property of the CITY, and shall be delivered to the CITY upon completion of the work or at any time upon request. All items prepared by the ENGINEER shall be created, maintained, updated, and provided in the format as specified by the CITY. 5. All construction drawings prepared by the ENGINEER CONSULTANT shall be of sufficient detail to permit the actual location of the proposed improvements on the ground by a third party (i.e. the third party shall be able to accurately locate the proposed improvements on the ground using only the information contained in the ENGINEER CONSULTANT'S drawings). 6. The ENGINEER CONSULTANT acknowledges that preparation of all applicable permits for the CITY'S submittal to governmental regulatory agencies, and the ENGINEER CONSULTANT'S written responses to all regulatory agencies' questions, are included within the scope of basic compensation in each particular Work Order. Any additional work required by regulatory agencies which establish such regulations after the effective date of the particular Work Order, shall be an additional service, and the CITY shall compensate the ENGINEER CONSULTANT in accordance with Section VII - "Additional Work," of this Agreement, and in accordance with the fee schedule in an approved Work Order. Approval by the CITY shall be required prior to commencement of any additional work. 7. If the CITY proposes to construct the improvements in a phased manner, the ENGINEER CONSULTANT shall prepare detailed master plan drawings as required by the applicable Work Order. 8. Compensation to the ENGINEER CONSULTANT for basic services shall be in accordance with each Work Order, as mutually agreed upon by the ENGINEER CONSULTANT and the CITY. " sehed le ofappre ed vA{y 4illiag.&I- isa.elildei ui'14,iWtA" aRaehed SECTION V - TIME FOR COMPLETION The time for completion of each project shall be defined in the Work Order. SECTION VI — COMPENSATION The CITY agrees to pay, and the ENGINEER CONSULTANT agrees to accept, for services rendered pursuant to this Agreement, fees in accordance with the following: A. Professional Services Fee The basic compensation shall be mutually agreed upon by the ENGINEER CONSULTANT and the CITY prior to issuance of each Work Order and the amount shall be included in the Work Order to be formally approved by the CITY. B. Direct Payment for Additional Services The CITY agrees to pay on a direct basis for services or goods provided by others working in conjunction with the ENGINEER CONSULTANT, as follows: 1. Printine and Reproduction. The CITY shall make direct payment to the ENGINEER CONSULTANT for the cost of printing project plan sheets required for utility coordination. The maximum cost allowed per blueprint, mylar, sepia, and/or other media utilized for this purpose shall be set forth in the Work Order. 2. CITY does not foresee nor intend paying ENGINEER CONSULTANT any travel expenses under this Agreement. Any such payment shall not be made except as specifically authorized in extraordinary circumstances by prior approval of the CITY and, in any such case, bills for any travel expenses shall be submitted in accordance with the CITY travel policy as adopted by Resolution. SECTION VII - ADDITIONAL WORK Additional work occurs when the CITY requests changes after it has formally approved a Work Order. Additional work shall not commence until a further Work Order for the additional work has been formally issued by the CITY, and the additional work shall be performed in accordance with the fee schedule set forth in that Work Order. SECTION VIII—PAYMENTS The CITY shall make monthly partial payments to the ENGINEER CONSULTANT as provided for in the Work Order. Unless otherwise stated in the Work Order, the ENGINEER CONSULTANT shall submit duly certified monthly invoices to the CITY MANAGER or his/her designee or such City Staff or City Representative as designated by the CITY MANAGER. The Agreement shall be divided into units of deliverables, which shall include, but not be limited to, reports, findings, drawings, and drafts, that must be received and accepted by the CITY MANAGER or his/her designee prior to payment. SECTION IX - RIGHT OF DECISIONS All services shall be performed by the ENGINEER CONSULTANT to the satisfaction of the CITY MANAGER or his/her designee who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The CITY MANAGER or his/her designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and contract time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed by the CITY MANAGER or his/her designee, and require that a Change Order (a further Work Order) be processed in accordance with the CITY'S legal and administrative procedures. If the ENGINEER CONSULTANT does not concur in the judgment of the CITY MANAGER or his/her designee as to any decisions made by him/her, it shall present written objections to the City Manager, who shall make a decision, and the ENGINEER CONSULTANT shall abide by the City Manager's decision. SECTION X - OWNERSHIP AND REUSE OF DOCUMENTS A. Ownership and Copyright Ownership and copyright of all reports, tracings, plans, specifications, field books, survey information, maps, contract documents, and other data developed by the ENGINEER CONSULTANT pursuant to this Agreement, shall be vested in the CITY. Said materials shall be made available by the ENGINEER CONSULTANT at any time upon request of the CITY. On or before the tenth day after all work contemplated under a Work Order is complete; all of the above materials shall be delivered to the CITY MANAGER or his/her designee. B. Reuse of Documents All documents, including but not limited to reports, drawings and specifications, prepared by the ENGINEER CONSULTANT pursuant to this Agreement, are related exclusively to the services described herein. They are not intended or represented to be suitable for reuse by the CITY or others on extensions of this project or on any other project. The CITY'S reuse of any document or drawing shall be at the CITY'S own risk. SECTION XI - NOTICES Any notices, reports or other written communications from the ENGINEER CONSULTANT to the CITY shall be considered delivered when posted by certified mail or delivered in person to the CITY MANAGER or his/her designee. Any notices, reports or other communications from the CITY to the ENGINEER CONSULTANT, shall be considered delivered when posted by certified mail to the ENGINEER CONSULTANT at the last address left on file with the CITY or delivered in-person to said ENGINEER CONSULTANT or its authorized representative. Any notices in either direction made by email transmittal shall be considered delivered as of the time of transmittal upon confirmation of the receipt of such email transmittal. SECTION XII — TERMINATION Either party may terminate this agreement upon seven (7) days' written notice to the other party, except that in the event ENGINEER CONSULTANT terminates this agreement such termination shall not be effective, absent the CITY'S consent, until ENGINEER CONSULTANT'S completion, to the CITY'S satisfaction, of any pending Work Order. SECTION XIII - AUDIT RIGHTS The CITY reserves the right to audit the records of the ENGINEER CONSULTANT related to this Agreement at any time during the prosecution of the work included herein and for a period of three years after final payment is made. SECTION XIV — SUBLETTING / OUTSOURCING / TRANSFER The ENGINEER CONSULTANT shall not sublet, assign, outsource or transfer any work under this Agreement without the written consent of the CITY. When applicable and upon receipt of such consent in writing, the ENGINEER CONSULTANT shall cause the names of the engineering and/or surveying funis responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. Any such assignment / outsourcing shall not release the ENGINEER CONSULTANT from its role, duties, responsibilities, and obligations as Engineer -of -Record for the project work performed. SETION XV — WARRANTY The ENGINEER CONSULTANT warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the ENGINEER 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 ENGINEER CONSULTANT any fee, commission, percentage fee, gift(s) or any other consideration(s), contingent upon or resulting from the award or making of this Agreement. For the ENGINEER CONSULTANT'S breach / violation of this warranty, the CITY shall have the right to annul this Agreement without liability. SECTION XVI - DURATION OF AGREEMENT This Agreement shall remain in full force and effect for a period of three years after the date of execution thereof, or until completion of all project phases as defined by the CITY MANAGER or his/her designee, whichever occurs fust, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section XII. This Agreement may be extended for a period of two additional years at the discretion of the CITY. SECTION XVII — INSURANCE At least ten days prior to commencement of the first work authorization, ENGINEER CONSULTANT shall provide the CITY with a certificate of insurance from a company rated A+ VII or better, per the Best's Key Rating Guide for the following: 1) Worker's Compensation — Coverage to apply to all employees for Statutory Limits in compliance with the applicable state and federal laws. In addition, the policy must include Employer's liability with a limit of $1,000,000 each accident and disease. 2) Commercial General Liability — Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, on an occurrence basis, filed by the Insurance Services Office and must include: Minimum limits of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Premises and Operations. Independent Contractors Products and completed Operations — Consultant shall maintain in force until at least five (5) years after completion of all services required under the Contract, coverage for products and completed operation. Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and/or indemnification agreement. 3) Business Auto Policy — Coverage must be afforded on a form no more restrictive than the latest edition of the Business Auto Policy filed by the Insurance Services Office and must include: Minimum limits of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Owner Vehicles Hired and Non -Owned Vehicles. 4) Professional Liability — The Consultant shall maintain a professional liability insurance policy in the amount $1,000,000 during the term of this Contract. Such coverage shall be maintained for a period of five (5) years following completion and acceptance of any work performed under this agreement. In the event the Consultant fails to secure and maintain such coverage, Consultant shall be deemed the insurer of such professional liability insurance and shall be responsible for all damages suffered by the City as a result thereof, including attorney's fees and costs. In the event an atypical large-scale project is proposed, the individual work order for the project may designate that a higher liability policy be obtained. 5) Additional Insured — The City is to be specifically included as an additional insured. Consultant's insurance including that applicable to the City as an Additional Insured shall apply on a primary basis and any other insurance maintained by the City shall be in excess of and shall not contribute with Consultant's insurance. Consultant's insurance shall contain a severability of interest provision, providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured in the same manner as if separate policies had been issued to each. 6) Notice of Cancellation and/or Restriction — Each policy must be endorsed to provide the City with a minimum of forty-five (45) days notice of cancellation and/or restriction. 7) Certificates of Insurance — Certificates of insurance evidencing the Insurance coverage specified in this section shall be filled with the City before operations are begun. The required certificates of insurance shall name the types of policies provided. If the initial insurance expires prior to the completion of the work, renewal certificates of insurance and required copies of policies shall be furnished thirty (30) days prior to the date of their expiration. SECTION XVIII— INDEMNIFICATION The ENGINEER CONSULTANT shall Indemnify and hold harmless the CITY, and the CITY'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 ENGINEER CONSULTANT and other persons employed or utilized by the ENGINEER CONSULTANT in the performance of this contract agreement. The CITY shall Indemnify and hold harmless the ENGINEER CONSULTANT, and the ENGINEER CONSULTANT'S officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the active negligence, recklessness, or intentionally wrongful conduct of the CITY and other persons employed or utilized by the CITY in the performance of this contract. SECTION XIX — SAFETY The ENGINEER CONSULTANT is responsible for safety training for the ENGINEER CONSULTANT'S employees and their activities on the CITY'S property and construction sites. However, in accordance with generally accepted practices, the ENGINEER CONSULTANT may report any observed job site safety violations to the CITY. SECTION XX - CHOICE OF LAW AND VENUE This Agreement shall be governed by 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 Contract Agreement shall be in Indian River County, Florida, or in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. The parties hereto specifically waive any and all rights to trial by jury. SECTION XXI - ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. SECTION XXII — SEVERABILITY In the event any provision, section, or paragraph of this agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. IN WIC NESS WHEREOF the parties hereto have executed these presents this day of /� �, 2018. PUBLIC RECORDS FORM Contract Name: Project Description: WA TMT-(%,ONT Nklf S4+a(LtU.sN1£ ZMPMV+EMIFNTS In accordance with the requirements of Chapter 119 Florida statutes, as amended, the contract between the City of Sebastian and the Contractor shall require the contractor to: a) Comply with the public records law of the State of Florida, as the same may be amended from time to time. b) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform services, and C) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law, and e) Meet all requirements of retaining public records and transfer, at no cost, to the City all public records in possession of the contractor upon termination of the contact and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. r Authorized Signature: A--� Date: 3 /14 IS Go, STAT V1V TN�� e Print I�rtUArLt �s 7it0lcrri Title: PdXnnsoAL- Company/Firm: APPLXIED TFcooioLotrY � MANn&antr,NT ATTEST (SEAL): jJette Williams,MMC Clerk Approved as to form and legality for reliance by the City of Sebastian only: A . it James. W it Att FOR CONSULTANT: THE CITY OF SEBASTIAN By: Joseph 6riffin,�City Manager Attest: By: 12--, -, (/' (seal) Michael G. Jenkins Title: Coastal Engineering Principal ATTEST (SEAL): bd 4eJ�tte Williams,RC ClIM erk Approved as to form and legality for reliance by the City of Sebastian only: James Des City Attorney FOR CONSULTANT: THE CITY OF SEBASTIAN By: fe Joseph Griffin, City Manager Attest: By: (seal) Title: EXHIBIT A ATM ENGINEERING Marine Design & Planning Services Waterfront Park Shoreline Improvements PREPARED FOR: The City of Sebastian 12 FEBRUARY 2018 REVISED 13 MARCH 2018 U'\C'\C'.APP1.1I{D'rM.('0\I Imoortant Notice: The information contained in this proposal is proprietary to Applied Technology & Management, Inc. and is intended solely for the lawful use of the persons named above; it must not be used for any other purpose other than its evaluation; and it must not be divulged to any otherthird party, in whole or in part, without the prior written permission of ATM. Page 1 of 4 Applied Technology & Management (ATM) is pleased to submit this proposal to The City of Sebastian (City) for marine planning and design services associated with the reconstruction of the shoreline adjacent to the Waterfront Park in Sebastian, Florida. Based on an initial site visit with the City, we understand that the existing shoreline consists of the un -engineered placement of construction debris, remnant bulkhead and other miscellaneous materials. The project involves designing a suitable revetted stabilization system to protect the shoreline and be aesthetically appealing to match the goals of the City. This design scope is predicated on a series of necessary, early assumptions which are described herein. This scope and associated fees in the detailed design phase may need to be revisited as the project progresses, if the agreed concept plan approved by the Client differs significantly from that described herein. TASK 1 — SITE SURVEY & GEOTECHNICAL INVESTIGATION • Provide requirements for geotechnical testing/reporting and surveys (surveys and testing and associated costs by others) to the City. TASK 2 — CONCEPT DESIGN & COST ESTIMATE • Review field survey and geotechnical interpretive report (provided by others). • Review City's available as -built and design information related to the existing shoreline stabilization at the site. It is assumed that this information will be very limited. • ATM understands that the City does not have documentation of the existing or previously planned shoreline protection design. Thus, ATM will determine depth -limited wave conditions at the site for revetment design. This does not include field data collection or numerical modeling, and it will rely on readily available public data sources and analytical calculations. • Complete a site visit with the team to ground truth surveys and wind -wave review findings and observe existing conditions. • Work with the team to develop a concept plan and cost estimate for the proposed shoreline stabilization (revetment assumed herein). Stormwater or building modification permitting requirements, if any, associated with the project are not part of this scope. • One (1) 2 -hour meeting or presentation if required with the City is included, in addition to the site visit. • Task 2 deliverable to be completed before March 30, 2018. Page 2 of 4 TASK 3 — PERMIT & CONSTRUCTION DOCUMENTS • It is ATM's understanding that the City currently has a valid FDEP and USACE Nationwide Permit #13 for Bank Stabilization for a 197 feet long vinyl sheet pile wall at this location. The expiration date for this Permit is March 18, 2022. Based on ATM's experience, modification to this Permit will require preparation of new drawings depicting the intended revetment system and submittal to the appropriate agencies. ATM will assist the City with applications for modifications to the FDEP and USACE permits for the work. Permit fees, wetland delineations, and addressing any potential contamination/remediation issues are not included. An allowance of one (1) 2 -hour pre -application meeting with Florida Inland Navigation District (FIND) is included. • ATM will provide 30% plans, technical specifications and an opinion of probable costs for the shoreline revetment to meet the approved concept plan developed in Task 2. The revetment design will be based on depth -limited wave heights and the existing finished floor elevation of the adjacent building. • Construction Document progress submittals will be made to the City at 60% and 90%, including ATM's applicable drawings and technical specifications, and cost estimate input as required. Our assumption is that these plans and specifications will be incorporated into the overall bid package by the Client. TASK 4 — BID DOCUMENTS AND SUPPORT SERVICES Upon completion of the Technical Package, ATM will assist the City with development of a Bid Package to be distributed electronically to pre -qualified contractors. In an effort to facilitate solicitation and evaluation of competitive, qualified bids for the construction, ATM will provide the City with the following bid support services: • Provide 100% level construction drawings, technical specifications and bid form for the applicable Task 3 elements to the Client following City review comments. • Attend one (1) on-site pre-bid conference with the City. • Issue addenda as appropriate to clarify, correct, or change the Bid Documents. 1 Addendum is assumed for costing. • Assist the City with their contractor selection. Support City's contract review. It is assumed that the City will employ their own attorney to review the draft and final contract. It is assumed that the City will provide the following: • Overall bid package documentation. o Instructions to Bidders o Form of Bonds o Form of Contract o Supplementary Conditions o Form of Application and Certificate for Payment o Compile related appendices—geotechnical reports, permits, etc. • Advertisement for and solicitation of compgtitive bids for the work. 0 Schedule on-site pre-bid conference. Page 3 of 4 • Review and tabulation of bids, bonds, and certificates of insurance This task is shown as an initial allowance due to uncertainty in number of bidders, number of bid packages, bid phasing (if any), etc. The allowance is based on 1 bid package. It is assumed that the City will be responsible for distribution of the bid package and payment for copying/printing and postage fees. TASK 5 — CONSTRUCTION PHASE SERVICES Following award of the project to a qualified Contractor, ATM will provide limited Construction Phase services to provide the City with technical support and observations of work in progress. Under this Task, ATM will provide technical support on a limited basis for the waterside construction elements. To this end ATM will: • Provide technical review of Contractor's submittals (design submittals for applicable elements, shop drawings, materials, and installation submittals for all related construction items). • Provide technical RFI responses, as required. • Maintain ongoing coordination with the City's project manager and the Contractor to resolve design/construction issues and facilitate completion of the works. • Conduct technical construction phase site visits to support the City's on-site project manager as requested. ATM visits would occur twice per month depending on stage of construction. Site visits are based on 1/2 day of total time each, including travel. Summary memos will be provided to the project manager following each visit. • Review and certify Contractor's once monthly applications for payment via coordination with the City (2 hrs/month plus support staff) • Conduct one site visit at substantial completion to provide a punch list to the City. • Assist the City with review of as -built drawings and close-out submittals as provided by the Contractor to the City at the completion of construction. Note that the above scope and associated fees for construction phase services are subject to variation based on how many contractors are retained for the work, duration of the construction, phasing of construction, extent of changes/deviations, etc. and may have to be adjusted at a future date. Page 4 of 4 Task I Estimated Professional Fee 1. Site Survey and Geotechnical I $800 2. Concept Design and Cost Estimate (before March 30, 2018) $6,000 3. Permit and Construction Documents $3,500 4. Bid Documents and Support Services I $2,700 (Allowance) 5. Construction Phase Services $6,500 TOTAL:I $19,500 Notes: ' 1. Reimbursable expenses associated with travel, express postage, oversize reproductions, etc. have not been included herein and will be invoiced at cost + 10%. The following are not included in ATM's scope, in addition to anything listed above: • Meetings and/or presentations other than those identified. Additional meetings will be billed on an hourly basis, as necessary. • Environmental Assessments or detailed Environmental Studies. • New Permit applications if plans deviate from original permitor require additional permitting. MASTER PROFESSIONAL SERVICES AGREEMENT APPLIED TECHNOLOGY AND MANAGEMENT, INC. THIS AGREEMENT made this t5th day of July, 2oi6, by and between the SEBASTIAN INLET DISTRICT, hereinafter referred to as "District" and APPLIED TECHNOLOGY AND MANAGEMENT, INC., hereinafter referred to as "Consultant". WHEREAS, the District desires to engage a consultant who has special and unique competence and experience in providing services in the field of coastal engineering; and, WHEREAS, the Consultant represents that it has such competence and experience in providing these services; and, WHEREAS, the District in reliance on such representation has selected the Consultant in accordance with its procedure for selection of technical consultants; and, WHEREAS, the District and the Consultant desire to reduce to writing their understanding and agreements on such professional services. IT IS, THEREFORE, AGREED as follows: 1. Agreement: Consultant and the District understand and agree that this Agreement shall cover all of the services of Consultant which Consultant is providing the Sebastian Inlet District. This Agreement is not an exclusive agreement and the District may employ other consultants, professional or technical personnel to furnish services for the District as the District in its sole discretion finds is in the public interest. 2. Emolovment of Consultant: The District hereby agrees that it may engage Consultant and Consultant hereby agrees to perform professional services for the District in accordance with this Agreement. The professional services which Consultant may perform are as follows: 1. The Consultant shall perform such professional services as the District shall assign in the field of coastal engineering. 2. The Consultant shall attend meetings of the District's Commission and shall render reports to the District as requested by the Commission or the Inlet Administrator. 3. The Consultant on receipt of written Work Orders and Notice To Proceed, may be engaged to perform professional work as follows: Preparation of coastal engineering studies or analyses; planning and design of improvements at the Sebastian Inlet including but not limited to jetties, walkways, navigation channel and markers, dredging projects for the channel and sand trap, sand bypassing systems, erosion control, erosion control beach nourishment, environmental and permit monitoring, sediment transport, construction design and permitting, regulatory matters and/or other matters involving the law or litigation in the field of coastal engineering, basic research in the field, cost estimating, preparation of specifications, determination of sand budgets, assistance in overall long-range planning, and such other duties as shall be required by the District. 4. The Consultant shall perform such other professional engineering work as requested and directed by the District Commission or Inlet Administrator. 3. Work Orders: Consultant and the District shall enter into written Work Orders which shall set out the scope of work, time schedule and compensation schedule for each work assignment. Consultant shall not commence work on any project until a Work Order and Notice To Proceed is executed by the Commission or Inlet District Administrator for such assignment. 4. Time: Consultant shall commence work on the scope of work upon receipt of a written notice from the Inlet District Administrator. 5. Payments: Consultant shall submit timely invoices for payment for the work covered by this Agreement. The requests for payment shall be in the form and the manner required by the District. Consultant and the District understand and agree that no work shall be compensated for under this Agreement unless such work is covered by a written Work Order which is executed by Consultant and the District and contains a scope of work, time schedule, and compensation and cost schedule. 6. Reimbursement of Costs: Consultant shall obtain approval from the Inlet District Administrator prior to incurring any travel or lodging expenses on behalf of the District. Travel 2 expenses for Consultant, when authorized, shall be paid in accordance with the U.S. General Services Administration—Per Diem Rates for Florida (http1/wwwgsa.gov/portal/content/to48�) and all other policy established by the SID Board of Commissioners' Resolution No. 2005-1. 7. Term: This Agreement shall commence on August 10, 2016 and remain in full force and effect for a period of four (4) years unless this Agreement is terminated by mutual consent of the parties as otherwise provided herein. The District and the Consultant acknowledge that the performance of specially and properly authorized projects may extend beyond the Agreement's four (4) year effective term and shall be compensated in accordance with the Work Order for each project. A Work Order may establish a shorter period for furnishing services, but ordinarily no services under a Work Order shall be furnished beyond the term of this Agreement. 8. Termination/Modification of Aereement: (a) The District may terminate this Agreement for any reason upon thirty (30) days written notice. The Consultant may terminate this Agreement for any reason upon thirty (30) days written notice, provided that any outstanding approved Work Orders are completed by the Consultant. (b) In the event of termination by the District, the District's sole obligation to the Consultant shall be payment for those portions of satisfactorily completely performed 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 completed as estimated by the Consultant and agreed upon by the District up to the time of termination. In the event of such termination, the District may, without penalty or other obligation to the Consultant, elect to employ other persons to perform the same or similar services. (c) The terms of this Agreement may be modified upon the mutual agreement of the Consultant and the District as confirmed in writing. (d) In the event that the Consultant changes its name, merges with another 3 company, becomes a subsidiary or makes other substantial change in structure, principle or project managers, the District reserves the right to terminate this Agreement subject to the terms prescribed above. 9. Covenant Against Contingent Fees: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for 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 this paragraph, the District shall have the right to terminate the Agreement without liability and, at its discretion, deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 10. Right to Work Products: No reports, data, programs or other material produced in whole or in part under this Agreement shall be subject to copyright by Consultant, in the United States or in any other country. The District or its assigns shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, programs or other material prepared under this Agreement. Consultant may publish reports, data or other material resulting from work with the District, upon written approval by the District. Consultant may retain its original notes, working documents, design calculations and computations, provided the District shall be entitled to a copy of such materials on request. All final writings, maps, charts, reports, computer program out -puts, and base maps prepared under this Agreement shall become the property of the District after final payment. 11. Personnel: Consultant represents that it will secure at its own expense all personnel required for services which are necessary under this Agreement. All services under this Agreement shall be performed by Consultant and all persons engaged in work under the Agreement shall be qualified to perform such services and authorized under State and local laws to perform such services. The District shall have the right of approving the professional personnel to be employed by Consultant for the services to be rendered under this Agreement. Personnel who perform services under this Agreement shall not be employees of the District. 12. ReSDonsibility of Consultant: (a) Consultant shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports and other services furnished by Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors or deficiencies in its drawings, specifications, reports and other services. (b) Approval by the District of drawings, specifications, reports and incidental work or materials furnished hereunder shall not in any way relieve Consultant of responsibility for the technical adequacy of the work. The District's review, approval or acceptance of or payment for, any of the services shall not 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, and Consultant shall be and remain liable in accordance with this agreement and applicable law for all damages to the District caused by Consultant's negligent performance of any of the services furnished under this Agreement. (c) The rights and remedies of the District provided for under this Agreement are in addition to any other rights and remedies provided by law. 13. Subcontracts and Asshmability: Consultant shall not assign any interest in the Work Orders or this Agreement and shall not transfer any interest in the same without the prior written consent of the District. Any sub -contracts or other work which is performed by persons or firms other than Consultant under this Agreement or any Work Orders shall have prior written approval of the Inlet District Administrator. Any subcontracts or outside associates or consultants required by Consultant in connection with services covered by this Agreement or any Work Orders must be specifically approved by the Inlet District Administrator. 5 14. Insurance: Consultant shall maintain during the term of this Agreement general liability insurance in an amount of not less than $t,000,000.00. Work Orders for tasks requiring professional liability insurance will not be issued under this agreement. Consultant shall provide a copy of its certificate of insurance, upon request of the District, evidencing such coverage to the Inlet District Administrator of the District. The Consultant shall also provide Workers' Compensation insurance to all of the Consultant's employees. 15. Conflict of Interest: The District recognizes that Consultant serves other clients whose interests may, on occasion, conflict with the interests of the District. Accordingly, the Consultant shall not, during the term of this Agreement, accept any Work Orders under this Agreement which in good faith the Consultant believes would create a conflict of interest or the appearance of a conflict of interest between the District and the Consultant's other clients. The Consultant shall notify the District in writing within ten (to) days of receipt of a Work Order if it believes such a conflict exists. During the term of this Agreement and for six (6) months thereafter, the Consultant shall not accept any work where the Consultant would be retained as, or voluntarily agree to testify, as an expert witness against the District in any litigation or administrative proceeding. Any such retention shall be considered a conflict of interest. If however, Consultant is subpoenaed to testify, it shall not be considered a voluntary act and shall not violate this prohibition. 16. Interest of Members of District and Others: No officers, members or employees of the District and no members of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest, or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. 17. Interest of Contractor: Consultant covenants that it presently has no interest and 6 shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant further covenants that in the performance of future work orders, no person having any such interest shall be employed without being disclosed to the District. 18. ComDliance with the Law: Consultant expressly agrees to comply with all applicable federal, state and local laws, rules and regulations in providing services to the District. The Consultant acknowledges that this requirement includes compliance with all applicable federal state and local health and safety rules and regulations. The failure of Consultant to adhere to any law or regulation pertaining to furnishing services under this Agreement shall constitute a material breach of this Agreement. 19. Document and File Retention: Pursuant to Florida's Public Records Act, Chapter 119, F.S., including specifically section 119.0701(2), Sebastian Inlet District requires consultants/contractors to: 1. Keep and maintain public records that ordinarily and necessarily would be required by a public agency in order to perform the service. 2. Provide the public with access to public records on the same terms and conditions that a public agency would provide records and 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. 4. Meet all requirements for retaining public records and transfer, at no cost, to the Sebastian Inlet District all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Sebastian Inlet District in a format that is compatible with the information technology systems of the District. 7 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 321-724-5175, DKERSHAW@SITD.US, 114 SIXTH AVENUE, INDIALANTIC, FLORIDA 32903. 20. Waiver: The waiver by the District of any of Consultant's obligations or duties under this Agreement shall not constitute a waiver of any other obligation or duty of Consultant under this Agreement. 21. Public Entitv: Prior to the execution of this Agreement Consultant shall file a sworn statement with the District on a form furnished by the District stating whether a person or affiliate as defined in Section 287.133 (1), Florida Statutes, has been convicted of a public entity crime subsequent to July 1, 1989, in accordance with the provisions of Section 287.133 of the Florida Statutes. 22. Releases: Upon the satisfactory completion of any work performed under a Work Order and prior to final payment under such Work Order for the work, or prior to settlement upon termination of this Agreement and as a condition precedent thereto, Consultant shall execute and deliver to the District a release of all claims against the District arising under or by virtue of the Work Order. 23. Indemnification: Consultant shall indemnify and save the District harmless from any and all claims, liability, losses and causes of actions arising solely out of any negligent act, error or omission of Consultant related to the performance of Consultant's professional services under this Agreement. Consultant's liability amount shall be limited to the $1,000,000.00 limits of its general liability insurance. Indemnification shall include reasonable attorney's fees in the initial litigation and appeals which shall survive this Agreement 24. Reduction in Fundin¢: Consultant and District understand and agree this is a multi - 8 year Agreement. The District levies taxes and appropriates money on an annual basis. If the District determines there is a reduction in funding from its sources of revenues or funds, the District may furnish Consultant thirty (3o) days written notice and cancel this Agreement or any of its outstanding Work Orders. Consultant, on receipt of such notice, shall be entitled to compensation for its work and costs incurred prior to the date of the cancellation of this Agreement or the Work Order. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this 15th day of July, 2o16. WITNESSES: 0 SEBASTLAN�TLET DISTRICT Attest: in S. Smithson, Administrator APPLIED TECHNOLOGY AND MANAGEMENT, INC. By: / r\ Name: til i G6 L/ 1rA r n t Coosa/ Attest: l� Name: /JCteel-CNf 15fD ? 4 APPLIED TECHNOLOGY He MANAGEMENT 2016 LABOR RATES Labor Rates by Job Classification Job Classification 2016 Labor Rate Coastal Team Leader/Principal Project Manager/Sr. Engineer Staff Engineer Junior Engineer/Engineer Tech. Professional Surveyor/Mapper AutoCAD Drafter/GIS Tech. Administrative/Clerical Sebastian Inlet District 2016 Rate Sheet $170/hr $135/hr $120/hr $90/hr $120/hr $85/hr $75/hr Applied Technology & Management 1485 N Atlantic Ave Ste 115, Cocoa Beach, FL 32931 Phone: (321) 799-2332 SEAN HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetine Date: 14 March 2018 Aeenda Item Title: Working Waterfront Shoreline Protection Recommendation: Approve Work Authorization for Consultant Services utilizing the Cooperative Agreement with Sebastian Inlet District. Backeround: The Community Development Department wishes to submit an application for funding to Florida Inland Navigation District (FIND) on 30 March 2018 for assistance with Shoreline Protection and Parking & Drainage at the Working Waterfront (WWF). In keeping with the natural fishing theme of the Working Waterfront, Staff desired to secure the services of an engineering firm knowledgeable in Coastal Engineering to provide shore hardening services for the protection of the historic structures located at the WWF. The Sebastian Inlet District has vetted Applied Technology & Management (ATM) through their continuing services contract selection process. The District has agreed to the City's use of their Master Agreement (Attachment 3) in order to obtain a sole source contract with ATM through a Cooperative Agreement with the District. If Aeenda Item Requires Expenditure of Funds: Total Cost: $19,500 Amount Budgeted in Current FY: $400,000 Fund to Be Utilized: CRA Administrative Services Department/CFO Review: Attachments: 1. Continuing Engineering Services Agreement — ATM 2. Exhibit A; ATM Scope and Fee 3. Sebastian Inlet District/ATM Agreement — 15 July 2016 City Manager Authorization: /ic.�—� UL Date: 13 March 2018