HomeMy WebLinkAboutService Agreement #3 PROFESSIONAL SERVICES AGREEMENT FOR NON-STRUCTURAL
STORMWATER PROGRAMS
THIS AGREEMENT made this 25th day of June, 2003, by and between the CITY OF
SEBASTIAN, a municipal corporation of the State of Florida, 1225 Main Street, Sebastian,
Florida, 32958, ("City") and CAMP, DRESSER & MCKEE, INC., a corporation authorized to
do business in the State of Florida, 1701 State Road A-l-A, Suite 301, Veto Beach, Florida
32963, ("Consultant"), provides that
WHEREAS, the City desires to engage a consultant who has special and unique
competence and experience in the public education and nonstmctural program~ in furtherance of
the City's stormwater program; and
WHEREAS, the Consultant represents that it has such competence and experience in
providing these services; and,
WHEREAS, the City in reliance on such representation has selected the Consultant in
accordance with the requirements of law; and,
WHEREAS, the City and the Consultant desire to reduce to writing their understanding
and agreements on such professional services.
IT IS, THEREFORE, AGREED as follows:
1. Recitals. The above recitals are incorporated herein as if set forth in their entirety.
2. Employmem of Consultant: The City hereby agrees that it does engage the
Consultant and the Consultant hereby agrees to perform professional services for the City in
public education and nonstructural programs in furtherance of the City's Master Stormwater
Management Plan 0VISWMP) in accordance with the Scope of Work attached hereto as Exhibit
"A" ("Work").
3. Project Schedules: The Consultant shall perform the services outlined under
Exhibit "A" of this Agreement in a timely manner consistent with the assignment schedules as
mutually agreed upon by the City and the Consultant.
4. Joint Cooperation: Close collaboration and cooperation shali be maintained by
the Consultant with representatives of the City, and the City will be entitled at all times to he
advised, at its request, of the status of Work and of the details thereof. The City shall furnish to
the Consultant all pertinent existing information deemed necessary by the Consultant to he
relevant to the execution of the Work.
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5. Termination: The provisions of this Agreemem may be terminated by the City
with or without cause. If terminated without cause by the City, at least five (5) days written
notice of such termination shall be given to the Consultant.
(1) In the event the City without cause abandons, terminates or suspends this
Agreement, the Consultant shall be compensated for services rendered up to the time of such
termination on the hourly basis established herein, and documents generated by the Consultant
shall remain the property of the City.
(2) In the event the Consultant terminates this Agreement without cause, all
work product and data prepared by the Consultant under this Agreement shall be considered
property of the City. The City may enter into an agreement with others for the completion of the
work under this Agreemem and seek such remedies as provided by law, however, Consultant
will be held harmless for the work of others.
6. Compensation: The City will pay the Consultant an hourly rate in general
accordance with the Project budget as described in Exhibit "B" attached hereto, with a maximum
cumulative fee capped at fourteen thousand eight hundred forty dollars ($14,840).
7. Payments: The Consultant shall submit monthly statements for services rendered.
8. Reimbursement of Costs: The Consultant's general operational expenses are
included within the agreed hourly; itemized specially-incurred expenses shall be reimbursed if
approved in writing by the Project Manager prior to incurring the same.
9. Term: This Agreement shall commence on the day it is executed by both parties
and the term of the Agreement shall extend until the Project is complete.
10. Right to Work Products: The City or its assigns shall have the unrestricted
authority to use, in whole or in part, any reports, data, programs or other material prepared under
this Agreemem, and said work product shall be the property of the City. Any use of any plans
and specifications by the City, except the use reasonably contemplated by the City at the time the
City entered this Agreemem, will be at the City's risk and Consultant, its officers, directors and
employees will be held harmless bom such use. Notwithstanding any of the provisions set forth
above, pre-existing proprietary programs or materials owned by Consultant shall remain the
exclusive property thereof; however, City is granted a perpetual license for use of the same to the
extent necessary to utilize the Work.
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11. Personnel: Except for those tasks delineated as the responsibility of City or some
other entity, Consultant represents that it will secure at its own expense all personnel and sub-
consultants required for rendering services as described under Exhibit "A" of this Agreement. Ail
such services shall be performed by the Consultant or sub-consultant, and all persons engaged in
work under the Agreement shall be qualified to perform such services and authorized under
federal, state and local laws to perform such services. Personnel who perform such services
under this Agreement shall not be employees of the City.
12. Responsibility of the Consukant:
(a) The Consultant shall be responsible for the professional quality, technical
accuracy, timely completion, and the coordination of meterials, work product and other services
furnished by the Consultant under this Agreement. The Consultant shall, without additional
compensation, correct or revise any errors or deficiencies in his drawings, specifications, reports
and other services.
(b) Approval by the City of work materials furnished hereunder shall not in any way
relieve the Consukant of responsibility for the technical adequacy of the Work unless work
product was based upon errant information provided by the City or its representatives. The
City'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 the Consultant shall be and remain liable
in accordance with applicable law for damages to the City caused by the Consultant's negligent
performance of any of the services furnished under this Agreement.
(c) Evaluations of the City's Project budget, preliminary or detailed estimates of
Project or operational cogs, if any, prepared by the Consukam, represent the Consultant's best
judgment as a designed professional familiar with the construction industry. It is recognized,
however, that neither the Consultant nor the City has control over the cost of labor, materials or
equipment, or over market conditions. Accordingly, the Consultant cannot and does not warrant
or represent that bids or negotiated prices will not vary fi.om the City's Project budget or fi.om
any estimate of costs or evaluation prepared or agreed to by the Consultant.
(d) The rights and remedies of the City provided for under this Agreement are in
addition to any other rights and remedies provided by law.
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13. Subcontracts and Assignability: This is a personal services contract based upon
the unique qualifications of Consultant, and 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 City. Any mb-contracts or other work which is performed by persons or firms
other than the Consultant under this Agreement or any work orders shall have prior written
approval of the City.
14. Compliance With the Law: The Consultant expressly agrees to comply with all
known laws and regulations relating to providing services under this Agreement. The failure of
the Consultant to adhere to any known law or regulation pertaining to furnishing services under
this Agreement shall constitute a material breach of this Agreement.
15. Waiver: The waiver by the City of any of the Consultant's obligations or duties
under this Agreement shall not constitute a waiver of any other obligation or duty of the
Consultant under this Agreemem.
16. Public Entity: The Consultant shall file a sworn statement with the City which is
Attachment I, 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.
17. Indemnification: The Consultant shall indemnify and save harmless the City, its
agents, servants, and employees from and against claims, liability, losses, or causes of action to
the extent arising from any misconduct, negligent act, or omission of the Consultant, its agents,
servants or employees hi the performance of services under this contract.
18. City's Responsibilities:
(a) The City designates the City Engineer as its representative authorized to act on the
City's behalf with respect to the Project. The City shall render decisions hi a timely manner
pertaining to documents submitted by the Consultant in order to avoid unreasonable delay in the
orderly and sequential progress of the Consultant's services.
(b) Prompt written notice shall be given by the City to the Consultant if the City
becomes aware of any defect in the Project or nonconformance with the Contract Documents.
(c) If the Project is suspended by the City for more than thirty (30) consecutive days,
the Consultant shall be compensated for services performed prior to notice of such suspension.
When the Project is resumed, the Consultant's compensation shall be equitably adjusted to
provide for expenses incurred in the interruption and resumption of the Consultant's services.
(d) Failure of the City to make payments to th~ Consultant in accordance with this
Agreement shall be considered substantial nonperformance and cause for terrrfination.
(e) In the event of termination not the fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination, together with Reimbursable Expenses
then due.
(f) Payments are due and payable thirty (30) days from the date of the Consultant's
invoice. Amounts unpaid sixty (60) days after the invoice date shall bear interest at the legal rate
prevailing from time to time at the principal place of business of the Consultant.
19. This Agreement shall be governed by the laws of the State of Florida. The parties
expressly waive all rights to trial by jury as to any dispute related to this Agreement.
20. This Agreement shall not be construed agaln.qt the party who dratted the same, as
beth parties have obtained experts of their choosing to review the legal and business adequacy of
the same.
1N WITNESS WHEREOF, the parties hereto have caused these presents to be executed,
the day and year first above written.
ATTEST (SEAL):
City Cleric
,SEBASTIAN
Approved as to form and legality for
reliance by the City of Sebastian only:
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igned, sealed and delivered
in the presence of:
CONSULTANT:
CAMP, DRESSER & MCKEE, INC.
SWORN STATEMENT UNDER FLA. STAT. 287.133(3)(a),
1. Tlfis sworn statement is submitted with the PROFESSIONAL SERVICES
AGREEMENT FOR NON-STRUCTURAL STORMWATER PROGRAMS for the City of
Sebastiar~
2. This sworn statemem is submitted by CAMP, DRESSER & MCKEE, INC., a corporation
authorized to do business in the State of Florida, 1701 State Road A-l-A, Suite 301, Vero Beach,
Florida 32963, and its Federal Employer Idemification (FERN) is OM2~cl-/~,~O
v3e.~IVlynameis~ ~.~[fl~.~,~. ~ and my relationship to tbe entity named
4. I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g),
Florida Statutes, means a violation of any state or federal law by a person with respect to and
directly related to the transaction of business with any public entity or with an agency or political
subdivision of any other state or with the United States, including, but not limited to, any bid or
contract for goods or services to be provided to any public entity or an agency or political
subdivision of any other state or of the United States and involving antitrust, tiaud, thett, bribery,
collusion, racketeering, conspiracy, or material misrepresentation.
5. I understand that "convicted" or "conviction" as defined in Paragraph
287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime,
with or without an adjudication of guilt, in any federal or state trial court of record relating to
charges brought by indictment or information after July 1, 1989, as a result of a jury verdict,
nonjury trial, or entry of a plea of guilty or nolo contendere.
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6. I understand that an "affiliate" as defined in Fla. Stat. 287.133(I)(a), means:
(1) A predecessor or successor ora person convicted of a public entity crime; or
(2) An entity under the control of any natural person who is active in the
management of the entity and who has been convicted of a public entity crime. The term
"affiliate" includes those officers, directors, executives, partners, shareholders, employees,
members, and agents who are active in the management of an affiliate. The ownership by one
person of shares constituting a controlling interest in another person, or a pooling of
equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that one person controls another person. A person who
knowingly enters into a joint venture with a person who has been convicted of a public entity
crime in Florida during the preceding 36 months shall be considered an atTfliate.
7. I understand that a "person" as defined in Fla. Stat. 287.133(1)(e), means any
natural person or entity organi:red under the laws of any state or of the United States with the
legal power to enter into a binding contract and which bids or applies to bid on contracts for the
provision of goods or services let by a public entity, or which otherwise transacts or applies to
transact business with a public entity. The term "person" includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in
management of an entity.
8. /~ased on information and belief, the statement which I have marked below is true
in relation t/orthe entity submitting this sworn statement. (Please indicate which applies.)
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~/ Neither the entity submitting this sworn statement, nor any officers, directors,
executives, partners, shareholders, en-sployees, members, or agents who are active in
management of the entity, nor any affiliate of the entity have been charged with and convicted of
a public entity crime subsequent to July 1, 1989.
__ The entity submitting this sworn statement, or one or more of the officers, directors,
executives, partners, shareholders, employees, members or agents who are active in management
of the entity, or an affiliate of the entity has been charged with and convicted of a public entity
crime subsequent to July 1, 1989, AND (Please indicate which additional statement applies.)
There has been a proceeding concerning the conviction before a hearing officer of
the State of Florida, Division of Administrative Hearings. The final order entered by the hearing
officer did not place the person or affiliate on the convicted vendor list. (Please attach a copy of
the final order.)
__ The person or affiliate was placed on the convicted vendor list. There has been a
subsequent proceeding before a hearing officer of the State of Florida, Division of
Administrative Hearings. The final order entered by the hearing officer determined that it was in
the public interest to remove the person or affiliate fi.om the convicted vendor list. (Please attach
a copy of the final order.)
__ The person or affiliate has not been placed on the convicted vendor list. (Please
describe any action taken by or pending with the Department of General Services.) _
STATE OF FLO?4DA
COUNTY OF ~\t~ ~>q tx~[-,~
(date)
The foregoing instrumel~t was acknowledged before me this day of~m~, ~003 by
~t~ ~ I~\e¢[ , ~0o 0t~ ,; (~{h ~- (title) on behalf of CAMP, DRESSER & MCKEE,
INC. He/she is .e~onally known to'm~r has produced as
identification and did take an oath.
(Notary Si~gnature)
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ATTACHMENT A
SCOPE OF SERVICES
CONSULTING ENGINEERING SERVICES FOR
CITY OF SEBASTIAN
STORMIArATER MASTER PLAN
BACKGROUND
The City of Sebastian (CITY) partnered with the St. Johns River Water Management District
(S~RWMD) to develop a Master Stormwater Management Plant (MSMP) in September 2000. The
CITY contracted with Camp Dresser & McKee Inc. (CDM) in April 2001 to develop the MSMP
for the study area. CDM completed the MSMP in Ianuary 2003 and was adopted by CITY
Council in March 2003. Since that time, SJ~RWMD has reviewed the MSMP and endorsed the
plan with several comments. CITY and CDM staff have met with SJRWMD staff to discuss their
comments and/or concerns regarding the MSMP. CITY staff requested additional services to
allow CDM to address the following tasks: 1) Provide additional services for response to
SJRWMD comments regarding conversion of canal system to wet detention, 2) Provide
assistance to CITY staff in preparation and submittal of grant funding applications, and 3)
Assist CITY staff with public education/non-structural improvements associated with
implementation of the MSMP and geographical information systems assistance.
SCOPE OF SERVICES
CDM will provide the following services to address Task 3:
Task 3 - Public Education/Non-Structural Improvements
CDM shall assist CITY staff with public education efforts associated with implementation of the
MSMP improvements and best management practices. Services to assist the CITY would entail
video preparation for public service network, workshops with public, pamphlet preparation
assistance, and/or newsletter incorporation.
CDM staff will prepare and conduct one technical training session (6 hours) for CITY staff on
the software systems uHlized in geographical information systems.
DELIVERABLES 1. CDM will provide one copy of video tapes of training sessions and applicable
media required for public education/use.
2. CDM will provide a/-day workshop with associated handouts.
COMPENSATION
The estimated fees for this agreement to the City of Sebastian MSMP are presented in Table 1.
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