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HomeMy WebLinkAbout2017 AgreementNON-EXCLUSIVE AGREEMENT for CONTINUING PROFESSIONAL ENGINEERING CONSULTING SERVICES t THIS AGREEMENT, entered into this _day ofV 2017 by and between CITY OF SEBASTIAN, a Florida municipal corporation, hereinafter referred to as the "CITY", and DMC 4643 S. Clyde Morris Blvd., Unit 302, Port Orange, FL 32129 hereinafter referred to as the "ENGINEER CONSULTANT" and also known herein as one of the "Continuing Consulting t Services Firms". 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 and in individual Work Orders. This agreement shall be referred to as the "MASTER AGREEMENT' under which future Work Orders will apply. The ENGINEER CONSULTANT shall provide the CITY with professional engineering services and such other related services as defined in specific Work Orders, in all phases of each project unless specified otherwise. The ENGINEER CONSULTANT shall serve as the CITY S professional representative for the project(s) as set forth in each Work Order, 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 shall be identified in individual Work Orders prepared by the ENGINEER CONSULTANT and approved by the CITY. Each Work Order will be sequentially numbered and initiation of work thereunder 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 individual Work Orders, 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. SECTION III - CITY'S ALLOTMENT OF PROJECT WORKLOAD TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS The CITY shall, in its sole discretion, distribute the project workload among the selected Continuing Consulting Services Firms as the CITY sees fit. The CITY'S decision may be based on project type, project continuity, available man-hours assigned to CITY projects by the selected Continuing Consulting Services Firms, and/or special expertise or knowledge possessed by one of the Continuing Consulting Services Firm that may be pertinent to the particular project, inter alia. ENGINEER CONSULTANT shall have no right to appeal or challenge the CITY'S decision(s) regarding distribution of work. 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 famish 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 famished to the ENGINEER CONSULTANT by the CITY pursuant to this Agreement, are 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. A schedule of approved hourly billing rates is included in "Exhibit A" attached, and will be included as part of each Work Order when approved. 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. Printing 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 firms 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 first, 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 ]NIC, �Iredye- 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 l NESS WHEREOF the parties hereto have executed these presents this eda�y o f 2017. 4.�nette-Wi EST (SEAL): /` THE C[TY OF S ASTI W /l By: l!iams,E'MC JKAph G 'fin, City Manager CiC� t Jerk Approved as to form and legality for Mcee City of S bastian only: Robert A. Ginsburg, City Att rney FOR ENGINEER CONSULTANT: DAFbGWCt 1r MAQPN6 GoNSvI.T}Y.tPSy LLC By: S Atc..F�- K. PATEL Title: n, 4As:sri4 c, n u"SER