HomeMy WebLinkAbout2020 AgreementSTORMWATER MASTER PLAN AGREEMENT
RFO 020-05: Sto master Master PlannhV & Professional Engineering Services J
This Agreement Is entered Into by the parties this 15th day of OCTOBER , 2lim.
1. Parties: .
City of Sebastian, a municipal mrpomlion of the State of Florida. (City).
and
Arcedis U.S., Inc. (Consulfeny.
2. Designated Contact Pereon as toW. 3. Designated Contact Peron u to ComultanC
Kenneth Griffin (PROJECT MANAGER) Melissa Ldent eomeles, PE, ENV SP, PMP
Public Works Director & City Engineer Vice Presi
1225 Main Street 2301 Maitland Cenlar Parkway, Suite 244
Sebastian, Florida 32958 Mettiand, FL 32761
Phone: 772-226.7056 Phone: 401-680.1133
Emetl: kgdflin®dtyofeebasdan.ore EMilt meliese.pomates@anadia.00m
4. Intent. City of Sebastian Is engaging the services of the Consultant to provide update to the Cltys
Stomiwater Strategic Plan and the Stormwater Master Plan. The Stomrweter Master Plan update
shall Identify and prioritize goals to be achieved by the Public Works Department - Stormwater
Division and provide strategies supporting achievement of mesa goals.
Stcrmwater Master Plan update shall provide Gear, comprehensive and forward -looking master plan
based on the goals and strategles of the Stormwater Strategic Plan. It shall present a detailed
Investigation Into key component of Citys Stonnwater program; establish goals and foundation for
future policy decision. Stonnwater Master Plan update shall be based on a 5-year program and
provide outlook for the following 5 years.
S. Services. Consultant shall provide Sfamwater master planning and prafesskmel engineering
services. In accordance with Section 287.056, F.S. Consultant's Competitive Negotiation Act
CCCNA'). Consultant shall ensure compliance with 2 C.F.R. §200.328 and 2 C.F.R. Pan 200,
Appendix I, FEMA Federal Requirements. The Services to be provided by Consultant are summarimd
in Exhflth'B', attached to this Agreement If City Identifies any additional Services to be provided by
Consultant that are not covered under the original Agreement, such additional services shall be made
a part of this Agreement by a written Amendment.
6. Agreement Document. In resolving conflicts, enora, discrepancies, and disputes concerning the
scope of services or other rights or obligations of the parties, precedence shall be given In the
following order (1) a fully executed Amendment to this Agreement, (2) provisions of this Agreemam,
(3) provisions of the Request for Qualifications, (4) provisions of Consultant's Proposal Submission,
(5) provisions of the Purchase Order, and (6) provistorrs contained In any governmental regulation
Incorporated herein by reference. Thera are no understandings or agreements except as herein
expressly stated.
1. -I&hibh'A' — Proposal submitted by Consultant
2. tkhIbk'B' — RFO 020-05 Solicitation Documents, including any addenda, plans and specifications
7. Term and Completion Thne. The duration of the Agreement shall be for a two (2) year period, with
the option to renew for four (4) — two (2) year tames Contingent upon Consultant's performance. The
Intent to extend the Agreement will be by written notification to the Consultant by the Procurement
Division 90 gave prior to agreement expiration.
NOTE: The City reserves the right to allow for any appraved extensions.
City or Sebastian, Ffodde / Arce,fs U.S., Ina
RFC # 0-05 Siotmwater Master Planning & Professional Engineering Services Page 1 of 8
8. Compensation. Compensation of professional services fees shall be proposed by way of CSA for
prior approval and possible negotiation. Maximum cost of all fees shall be set forth on CSA. All fees
will be mutually agreed upon by the City and Consultant through negotiations in accordance with
Section 287.055, F.S. CCNA. The fees the performance of scope cutlined in the CSA Includes, but
not limited to time charges, professional associates, and other direct costs with a not exceed the
estimated costs. If, as the actual work progresses, the Consultant has reason to believe that the coat
for the task will be greater than estimated, the Consultant shall notify the City in wilting to that effect
tinting the revised estimate of such coat for said work and, upon acceptance by the City In writing, the
revised estimate shall become the estimated cost which the Consultant will use In good faith effort not
to exceed. NOTE: The City shall not be obligated to ralmbune the Consultant for cost Incurred
In excess of the estimated costa set forth above.
Completed work must be inspected and accepted by the City of Sebastian's designated Project
Manager, Payments shall be made in accordance with the Florida Prompt Payment Act Section 21 a,
Florida Statues, NOTE: The City reserves the right to request additional Information or
documentation to detali Items on payment request
9. COVID-19 Disclaimer. Due to the public health and safety concerns relating to the COMD-19 Virus,
the Stakeholder may, in their sole discretion, unilaterally after the Tenn or other terms of the
Agreement(s) or purchase order(s) to ensure the safety and welfare of the Stakeholders residents
and employees. No prior written notice shell be necessary to modify the Tern pursuant to this
paragraph. Unless otherwise, explicitly stated, all other provisions of the Agreement or Purchase
Order shall be binding upon the parties.
10. Notices. All notices between City and Consultant, as required under the Agreement, shall be by
telephone, facsimile, a -mail, mail, or by personal delivery to the respective designated contact person
Identified above. Either designated recipient may notify the other, in writing, lf someone else is
designated to receive notice.
11. Modification of Agreement The Agreement may only be modifed or amended upon mutual written
agreement of City and Consultant No oral agreements or representations shall be valid or binding
upon City or Consultant No alteration or modification of the Agreement terns, including substitution
of product, shall be valid or binding against City. Consultant may no unilaterally modify the terms of
the Agreement by stilling additional terms by incorporating such terms onto Consultant's documents
forwarded by Consultant to City for payment. CWs acceptance or product or processing of
documentation on forms furnished by Consultant he City for approval or payment shall not constitute
acceptance or the proposed modification to terms and conditions.
12. Clty's Project Manager. City shall designate a Project Manager. All work done by the Consultant
shall be subject to the review, Inspection and acceptance of the Project Manager and the City. Any
and all technical questions which may arise as to the quality, completeness and acceptability of work
performed, or work to be performed, Interpretation of plans/specifications and all technical questions
as to the acceptable fulfillment of the Agreement on the pad of the Consultant shall be referred to the
City Manager who will resolve such questions. All work Shea be subject at all times to inspection and
review by the Project Manager and the City.
13. Change Orders. City may at any time, as the need arises, order changes within the scope of the
services without invalidating the Agreement 0 such changes result in an increase or decrease in the Bid
Price(s), or In the time required for performance of the Servloes, an equitable adjustment shall be
authormed by way of a Change Order.
THIS SPACE INTENTIONALLY LEFT BLANK
sty ofSebesdFbt.r/AiwdbU.S..Inc
RFO e20-05 Stotammvatar Mosier Plerakig 8 Professional Engineering Services Pegs 2 or 8
14. Indemnification and Hold Harmless. The Consultant shall indemnify and hold the City harmless
from any and all personal Injury or property damage claims, liabilities, losses or causes or action
which may arm out of the use and occupancy of the property by the Consultant, its family,
associates, consultants, agents, employees, customers and attendees. Nothing In this agreement
shall be construed as the City waiving its Immunity pursuant to §768.28, at seq., Florida Statutes, or
any other sovereign or governmental immunity. The selected Proposer shall pay all claims and lasses
in connection therewith, and shall investigate and defend all claims, suds, or actions of any Idnd or
nature In the name of the City, where applicable, Including appellate proceedings, and shall pay all
costs, judgments, and attorneys fees which may be Incurred thereon. The selected Proposer
expressly understands and agrees that any Insurance protection required by this agreement or
otherwise provided by the selected Proposer shall in noway limit the responsibility to Indemnify, keep
and save harmless, and defend the City or its officers, employees, agents, and Instrumentalities as
herein provided.
16. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written notice. if either party defaults In the performance of this Agreement or
materially breaches any of Its provisions, the non-defauhing party may, at its option, terminate this
Agreement by giving written noffficabon thereof to the defaulting party. In the event of termination,
City will be responsible for compensating Consultant only for those Services satisfactorily completed
or partially completed up to the date of termination. Consultant shall not be minted to compensation
for lose of anticipated pmfit
16. Licenses and Certifications. Consultants, or its sub-consultent(s), shall possess and maintain
during the term of this Agreement any and all licenses required to perform the Services covered
under this Agreement, as stipulated by the State of Florida and The City of Sebastian.
17. Public Records: Consultant will keep and maintain public records required by the City to perform
the service.
If Consultant has questions regarding theapplication of Chapter 119, Florida Statutes, to the
duty to provide public records relating to this agreement contact Jeanatte Williams,
Custodian of Public Records, at(772)388.8216,IMlliams(o.cit,�ci.. o,n, or
1226 Main Street Sebastian, FL 32968.
18. Warranties:
18.1 Warranty of Ability to Perform. Consultant warrants that, to the treat of its knowledge, there
ere no pending or threatened actions, proceedings, investigations, or any other legal or furencial
conditions, that would in any way prohibit, restrain, or diminish Consultant's ability to satisfy its
obligations under the Agreement.
18.2 Warranty of Standard Cara. In the performance of professional services, Consultant will use
that degree or core and skill ordinarily exercised by other similar professionals In the field under
similar conditions in similar localities. Consultant will use due care In performing its Services and
will have due regard for acceptable professional standards and principles. Consultants standard
of care shall not be altered by the application, interpretation, or conalruction of any other
provision of this Agreement If any of the Services performed by Consultant do not comply with
the foregoing warranties and City notifies Consultant of such, then Consultant shall (at its sole
expense) promptly re-sxecule the nonconforming Services. AD such re -performed Services shall
be performed on a mutually agreed schedule. Consultant shall and does hereby assign to City
the benefits of any of Consultant's subs mrultsnfs or sub-oonsultant's wartanhes. Such
assignment shall not relieve Consultant of Its warranty obligations for performance or standard of
care to City under this Agreement
18.3 Warranty of Tltie. Title to any work product furnished by Consultant under the Agreement shall
pass ta City ta the extent of the payments made for such by City, or on the date that City accepts
the completed Services of Consultant When title pence to City in accordance with the
Agreement, Consultant warrants that the work product famished will be free and clear of all
security interests, liens and encumbrances or claims of any party.
City of Sebastian, Florida I Arcadb U.S.. Inc.
RFO e20-06 Stormwetar Master Planning 8 Profeasionel Engineering Services Page 3 of 8
19. Insurance. During the tend of the Agreement Consultant, at its sole expense, shall provide insurance
of such a type and with such terms and limits as noted below. Providing and maintaining adequate
insurance coverage Is a material obligation of Consultant. Consultant shall provide City a
certitloate(s) of insurance, evidencing such coverage. It is the Consultant's responsibility to ensure
that the City has current Certificate(s) of Insurance at all times during the duration of the agreement,
including renewal terms.
19.1 Minimum Insurance Requirements. The coverage's, limits or endorsements required herein protect
the primary interests of City, and these coverage's, Imes or endorsements shall in ml way be required
to be retied upon when assessing the rodent or derertnlnIng appropriate types and limits of coverage to
protect Consultant against any loss mgmures, whether as a result of the Project or otherwise The
requirements contained harem, as well as Cltys review or acknowledgement Is not intended to and
shall not In any mender limit or qualify the Debilities and obligations assumed by Consultant under this
Agreement.
General Liability Insurance Not less than $1.000,000 Combined Single Lima per each occurrence.
Professional Liability Not less then $500,000 per each occurrence, covering any damages
(Error & Omissions) caused by an error, omission or any negligent acts.
Automobile Liability Not less than $600,000 Combined Single Limit
In accordance with Florida Statutes 440, meintaln worker's
Worker's Compensation compensation Insurance to the indent required by law for all their
employees to be engaged In work under this Agreement.
192 Omer Insurance Provisions:
19.2.1 Cary cf Sebastian. Its council members, o/Ocem, employees and agents are to be covered
as an Additional Named Insured on all policies except Worker's Compensation. The
coverage shall contain no special Ilnnitation on the scope of protection afforded to the City,
he council members, officers, employees and agents. Consultant shell provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation andfor changes In policy
language, and ten (10) day notice a cancellation is for nonpayment of premium. The
certificate shell indicate if coverage Is provided under a "claims made" or "occurrence'
form.
19.2.2 For all policies of Insurance: Consultant and Its insurance carrier waive all subrogation
rights against City for all losses or damages that occur during the agreement and for any
events occurring during the agreement period, whether the suit is brought during the
agreement period or not The City requires General Liability policles to be endorsed with
CG 24 04 Waiver of Transfer of Rights of Recovery Against Others to Us or similar
endomement and a WC 00 0313 Waiver of Our Right to Recover from Others for Worked
Compensation coverage.
THIS SPACE INTENTIONALLY LEFT BLANK
City of Sebastian, Flodda/ Arcadia U.S., Ik
RFQ g205 Stemvmter Maetar Planning
8 Professional Enpinesdng Services Pepe 4 of 8
20. Additional Throws and Conditions (alphabetically listed(
20.1 Assignment Neither City nor Cmeupand shah cell, assign or transfer any of ce flow, turtles or obligations under fie
Agnme ent Wmput cal pdor vrtMen mrneM of this os er Party. In the event of any assignment, Consulting nunnaim
secondary gable M performance of the Agreement, untess CRY earnestly ssch se such secondary newly.
20.2 Bankruptcy or Inscwrtay. Consultant shall pmerplly notify City In acting of the Mrg of any valunrery or Involuntary
patiflon far bankrul andlor of any Imolwncy d Consultant or any of Its wbwautlXank WId are intchag in he
goaclon of too Samoa underha A,raanaM.
20.3 Compliance with Lave. CpnsuRad shag comply Wh all lass, rWea, codes, ardlmnme, and IRemirtg requUanents Mat
me opPfkwble W the conduct of Ins inner".. MiWing these of fecal, State and Fedorel... wlm Navin, jtWaditllon and
aModry. These laws, shall Include, but ran IN limited to, Chapter 287 of 9w Florida Statutes, to Utgam CammemJal
Cooks, IN Immgmuen and Nationati.t Ad, IN Amdmm Won Dismisses Act. to United Sure. OCpgallp191
Sssey and Hach Atl, IN Wool Skin EnvirmmCMal Preledn Agency, the State of Flame DepabrreM of
EnMmnmeMd Pmled c n, and all pmhmthow against disc iMmgm on he bell, of rem. rellgm. we wl national
poor, handicap, metal steam. newel owrhallm, gender Identify err course on or wmrn a stem. `AoleBpn of such
pews shall be gmuds la f linty s nn dthe Andorran.
"A Conflict of Interest ComulkM ce.mnm that R presently has no internal and shall not acquire arty IMered Which
word mntlid in any manner of degree vAlh the performance of the SeMcee coveted under ft ApeemeA
Fu memone, Consultant wanan a that R has not empkyed or retained any compa r, a canon, oher Men a bore We
employee woAing Sobty for Comuland to solxX or wave this Agreement and that it has rod paid or agreed to pay any
person, curnpeM, corporadon. Individual, or firm, der Man a bona fide emPWwa woMk9 soapily for CanubeM arty tea,
downessin, percentage, 91r or other consideration conce and upon or resulting fi en Ina awaM or making of this
Agreement Consistent, and he auhcaaurarag at any Om, ceNIY that they have red entered kdo any sower eM. sub,
concerning, or nanpamaM In comedson Wh me Project cohered under this Agreannt or of ere/ popery Induced or
planned W be Included In me, Noted, in Which any member, officer, of employee of Consultant a fie subsansu8ema,
dodo, Hs tenon, or for ono year thereafter, has any Interest dbeo or adlna.
20.5 Corrections of Serakae.c"omX anell Pompey mnove ran he prpnam elf Senlom mjadd by CRY ror boas to mmpy
Win fie Agmelnaa, vrtwher Incorporated Into he Prdjm or not and Colonel shall pmmpdy replace and meusuk the
SvAme in apewdalm N1th the Aprarnal wlhod ddttimal ergese W Cry, and shall bear the a }+ems of round od all
Serviced adtlIX constsars, wpek deslroyd or came,d try such removal or nplacemerd. All removal and replacement of
Seraces chat W time et Consubal mpema If Caadkrd tines not take calm tp nano. euoh re,eeed Services With
an (10) agenda days alter ncelpl of oaken moves open Coy, City nary ram,. sigh Ssl on their cast and owe he
maalak adthe apnso of Consistent.
20.6 City Funds. If eufidem funding b net available for Command to ceramic he Seniors, City reserves and right to mddiy
r 1 he tern lad cdgRbns of the Agreement to change Res Scope of Services to reduce the cod W match any a.eapa
funding. XecohmdXimtbm to ha Spice MSeMces an col aaaLe, or Hhmdkp hm been totally exnaustetl pedalo
1 Camtioal conpeuen of Its Senlcos, fire Agreement snag bar hennaed n then, Maaonably acceptable to both
paNn. Additionally, In eoconan. Wh Section 218.317, Radm $aides, end es pnWdd lwrai , Coneutlanl nary not
ehpnd srg' Coy Ounces I. the purpose of kbbykg he lapkatun, or local, aete or federal agencies.
20.7 Dabarni ComWtard reNfies to man bass of their kno.Wedge end belief that they and their pnnelpals 1) an not
preluaMly tlabamtl, suspended, proposed for deb anent dodwtu Ineligible, or wankdty asaWd Own comma
banesdpu by any Municipal, My, State or Federal department or agenry, 2) how rod, whhln a hreayear perld
remain. emotion d We Aoreemed. been comicled of or had a dal ludomanl rumored pretest them farremmadon
!lad for oifeoffs c
of env off fin mn
20.9 Dadminauary Vemor. CpwdWd cwWm that may pie rod sbjsd to Section 281.13e (2)(a) Which apaches Ina an
dirty or a w. abo we been pared an tin aepIndndpey vendpe oat may not submR a bitunld on a 4rasmaM W
provide cry gods or seams k a pubic arlBy, nary col submit a BiaBW on a agreeme0 %41 a pWfie entity for pie
euuWaabn a orco d e publa buNg rsreent wen, mar real bpi awarded or pagan lamb e e conshWM. angry.
eWoansWnt orconsWmN utlae eprenenl wrh aw Iwda archly, and may rod tremad buekem With Public erdXY.
0.9 Dlepum Resolution. For arty f " rarcantmil Perform x d tin A9reanent, ami inedes w nsfi IIMRdn
rontldwro196 based upon breech of apaemaa, m6take, adanpeaenaGon, or offer cows, for apeament mdiRcaBon
or resolution, City shall starlit to recch a mutual casement as la Me ceNemnt and nspucon of tlw declare WM
Consultant. Should a mutual agreement not be matted, City shall order a decision and reduce such a ewRhg and
tare a copy on Comumud. The decision that bpi Mal and careful
20.10 Documeaatien. Ali bacings, pans, epecifimtlom, maps, answer rice anchor re ions pampered or okaIned under We
A,munem, as .9 as an data collected, register Wh uanmenea and eMrb ded.d Mere rose Mt nd axweend
aooM made for hire and Will dcoma fire property of City upon expiration a lamtimen of IN Agreement WMouf
melrktionorlbnaaaononhalrwa. Upon dell—, to City ofsae dowmanl(s), Cry 1l become tin cueWdian flwreef in
ancor elm with Chapter 110, Florida Secret. Consultant WHO not ancient M any material and producer a patent any
mwMbn devalopad under We AOawrrnt. Copes of tape occurrence pie cot a be used a dabirebed W mind pWec
W Mote pie weRkn taus! d CRy.
city or saber an, Florida I AlradLa U.S., Inc. - -
RFD 820-05 Sbnmvaser Masser Planning & Professional Engineering Services Pape 5 of 8
20.11
Drug Free alla0: Consultant coddw Net It has in mace a Orhg•Frse Workplace Prepare In awanoa da-M flea
DregFree WOrkplas Ad of 1885 (41 U.S.C. 702-706). Refer W Farm FsubmNW a" Sld.
w.12
Elecherdc 91gW We(cl• CanauXan4 ff and by offering an abcimcdc cignaWle in any farm wtats0avar, Wit accept and
agree to be bound by sold electronic signature W all terms and wrdNme W this Agreement. Fumes, a Weida or copy
ofNe Agreement Net comade a esteemed or nonudelnal algnehae core be treated to fame ea an original• signed copy
of this original Agreement Wl all purposef.
20.13
Employees, Sub aultents and Agents, NI Conaultem employeea, subcomWams, and agents perfamW2 say of
Non Servims finer Ne Agreement shin be pepeM reined to nasal peuzed arty aDetlBed tarklbh99uaI18wSms. Upon
request, Casuhsm area fun f a wyy of Meleager Or none proof of 9va'ifiwtia1 All empbyew, albumdWNa,
and agent of ComWonl moat comply with aY seamy and admbist ative requirements of Coy. City may, polio, and
Consultant shall c0000eb b, a aecuMy be4ground tletk or odheWse assess any employee, subVprSukat, and
agentNCOmullanl CM may rearae aassa to.wreq,ae Rp!acamem of,emof Camhltsnt§employee, ahbwrhWleM
oral agent for ruse, Irdaing. bin mat fanned W. tedvhbal or mur"i g quahficatlaas, 9uahry of wMcea, change h
.enaOy aWlus, or nontomptenwwMh Cerya.eallNya dharrequrrements. Surlyfowl flop rot rells+a CaaWlant of
Xe OdgWon to pardom eA SeMsa In cpmpeanw wiN the Agreement. CM may re),Wt end bar tram anry kiddy (or
cause phY a Cpnaul-nYo employees, nub-wnadWms. or agents. uty shoo have 9m to nvbw ate approve any
subamuXant used by Con4uXant. Caretllem shaI be etsv re.poreible W Cityfor Ne ode and pml.9lpm IN Xs sub-
comusams,sealparooretlirecttyaing yore ad by lnem. itIsCon.WanYahaapmflNltlyWemureOutNeirsub-
id
wmupnma theprepay IWereed W tlo to�, a In Os. Stets IN Fbdtle ant CM of Sebeid W re9uitW by Ipv.
All xoa+nan must have euf8dent anwMOdga, sun and arpor. to property, perform me wok assigned W Nam. All
.flme t must have proper FOOTaeary vest ar eatery slide during any mowing, staging of MOT Br cbanwp caparison.
M.14
Eralmran+nta Issues. M no11(WWoni regaining emironmemal Maroon or ra9Wrenhante shop be arena enmarciateN to
CIA Cooled Parson. Unless dlreded off erwh a by City. Camuaad to not W earned pry loud. ante a fosses
gommnental agerhdes canoemirp amerwvnmlal Issues involving Non Projed Sol
20.15
Equei Employment OppwWnlry. Consu!IeM ahNl rot dlealMmu m inn bob of law. calm, M alp, nai ori9le
reigim, antl tltsab,liry ahpdkap in accordarrca cold the Provlabm of. Ttlk N of the Give Rgme Ad IN 1g04 (42 U.B.C.
g 2000 MagU. Tine VII IN tie CMl Rlghls Ad of 1888 (42 U.B.C. § 3801 t(pg•], Fbdtle Che Rights Ad of 19U IS
Ta0.10 t{att). Ttlb 41 CFR Peri BO for wmpparca wph EluwWa Ordarro 71246 and 11376, Tate 49 CM 23 and Tits
49 CFR 28 Wr DtsedvenWBad 8ueiness Ememriaep. Age DltaiWnW m Ad of 1616 (42 U.B.C. S 6101, SUegJ, Tab 49
CFR 21 erq Tlee 4g CFR 29, NadtsmWmWn m tls beole 0f radiwp,'Nlle 49 CFR 27. American, uth Dtsabeleee
Ad a(1990 (42 U.B.C. 12102, e4 sq.), Fetlaet Fab lobs 6tanddNa Act (2g U.B.C. § 201. Ss. and any other
Faderel ant Stain tltsafmlmtlsn elallamCmauXpt frog WmIsh pertimM information Moment Xis employment
pohdw erW pmdca6 one weA a. owe IN Nelr prepwetl eub<OreukaM. a. the Some of Fladde Depadmem of
r '
TrempOnetlon. Ne Saoelery IN tabor, or Cly may eghtlre. The above shall be e0uired of pry nub-mneWbM Ned by
fanalYprd. AI Equal FmDOymeM Opppmavy IBpulremata shall be Indneed In all nonaampt subepreemmts
+' )',
erdaed Imo by Cauuaent. Suaagreemema enWmtl hto by CoreufteM Of alao include ell other ePPAwble abor
prevbbm. No aubepreemen( spit be awarded la army nmcanplylrg eubconots ent Additional, Co slant shag
NeM W Its subapteanhenR o dawn rdrybbsg 4ubtansuaanffi W Imdudp these prmAOf hh eery lower gar sub-
egneam,mtsNamaYNlumbermde. Cfmullenl shellcanpNvsh WadWiawa pal ease metal.
20.16
E-Verlgcadc n System. Cmwaart shall campy wtN the Erascudw order No. 12989 as ameated, and EmatlHe Order
No. 11-tt8, and eam" to uo'ae tlr Fb U.S. Wareham of melard Sammy. E-Verily system, i!spJla
r.. 'y 10 vadly the employment plastery op. (1) W persons yetl eMWby Consultant during Non
egresmem teen t0 perform pry autlea wham Florida, and; (2) of persons. Inducing sub-wmuaanN, assigned by
ConauasM to pedam cosh pWsvam W the,Agreement Contestantsmeetrg tea Mtm+and wmdMds W the E4"
System are deemed W ebe In cement, With NIs provision.
20.17
Fora Malauro Event Neither pant slash he wmdered to be In defaWl in the pedormahs of W abll atlane under No
Agra..M..swot ObvgWom W make Ps)leaas s reaped W amounts already acauad, W rho ddem ter
padam. of pry, sucr abpralbm Is prevented or delayed by ON sme, adaeng a hoes, vMch Is beyond the
eaopmda wind, ant to result doe WWt ar negli9once of. the Oriented party (a -Few MWoury Event', ff a party Is
aavatad a dauyed N One parlumam of ON such clOgetwo by a Fors ta4MWe Evans. such party shin immediately
pmdde notes to the other pant d me dreurnsunws prevervirg or deteybg pedonnmm and the eapefted duetan
,heated. Such rusts shelf be M,,had 0 vapbg as .0m as reaamBdy IWaeNe. Tha party so abadetl by a Fars
Melehw S.M soon one aver,1. the seem moSenWle, to ,move me obaiedea .wach pevenl pedamonca and Of
resume penlomhans of Xis aengaliom u "m as raesorasbN peWcable. A Fares Ma)epar Event shall ihduds, but rust
be emtW W acts of clod or ormary authority (Including win or reg.18" arcamWs), ad of DCd (eatlutlb8 normal or
month ranter ooMrtaro), vnr, ,I,ah, y Wuma4on. Mebhmy b oule. regWmd pamb a PCMMea. hem0m. anon
swmawda.
20,18
Goveming l.aw antl Venue. The Agreemam Woe be tavanW W aaardans w8h aPe laws, aloe Stste of Flarltla. In
the event 0 segptm with rasped Woe obligation Oita paleesW W Apartment, Ne debddon and Mass of.uch
sdm area be an am mpdale 81st, Court W Impose Rho Cahn,. plans.
20.19
Governments] ReatrlNbne. If Consultant be6avq that any goveram"l psbldena have been Impesed that require
,,,MUM of No maudeb used, tas money. wodm rants p or pedormanw of Ma SOMwa offered under the Agreement.
consumers shah el mens" wdy Cgy P easing, Inciwtllg pas Wedeo reatlkOan City reserves area right and the
esmplee tltscredon W ecoad ant such allereden or town tel Ne Agreement at no hatlureypem s W Cry.
City of Sebastian, y AradW UIna
hFlorida
RFOf2D05 SWmawaWr Mandate Planning BPmfesbnal Engineering Sarvbm P.ge 6o18
M20 Immigration and Naflona8ty Aeb CoeuBant shot Mail vtf al Immigration laws as ObWas, in 8 USC S 1324a -
Un iul Smoldered of atom City Pill hot inientionatly award Coy 3gha mend 10 arry Consultant ere krdSi
Mal unsugeriae! Allen workers. Any violation of Me employment provisions outEned in the Ireogation and
MNstionaii(y Act Mmtghml tle term or any Agreement Win City may result in bnfirsi a ferminoWn of the Agreement.
xis "Z the employment of aemAorize0 aliens 8 videtion of Sedan 27L (a) of se Immigration and
Nelbnalty, Ad Such violation wgl nd cause for unllateml cencelialion of the Agreement, by Clay, If Coneutteni kmowingly
employs unau horlael Slane.
20.21 ImPoceal, Po OWnm, Sup.ndalon. City reserves the right to Inspect Me SeMces pidvMetl by Consultant, vMSher
Partially or fully canpleted, at ary tine, ea deemed apprariSa by City far the purpose Or ensuring ConaidenYa
performance under Me Agreement Such Inspection performed by Cary, shell not he cwnslnad as a Anal approval of
Consultants SeMm, end .hall not mlleve Cofi.UIWM from he obligations, under the Agreement CM resems the aunt
to Inspect, al any mesmuhu, Um N1M prior rim ce. (io11aI111aNh faculties t0 assess contact, ty Of Me pmYla!M Of the
Senvhser writ Me Agreement rM uleamems. City recene 0e 09M 10 Mvestgate or Inspect, at any Has, whetter are
pevebn dMe Services complies vnft Ile Ag nsufli regNtemare. red, ff ant shall et ell turret dudes sa Ageemeor
team remem nasty, end and msparelbe s Verl as 2 aunt tea prepared, lt aqu Cous by City, to present eNOence al
eaperienw, ability, and financial wand u e wag as a atatam ea la cepedly of Ct Mewnt for W ft h 6 run of ory
proNalon at fie Services cowed under either
Agm, Or a Ted d at as .has ref mean m Yki 8nd it te PblM —
upon CRY to make an invasigelion sinter bebre a after award N Ue Assessment. fed eM1aultl CM wd in do rn
rma90aa. Consultant vAl employ and mauntain at Me Pm)ect Site a qualified Supervisor or supedMondant wte shall here
Sudan emigrated In en1!rg by CgmWtam as the Consultants rep esena0ve M Me PnoW, Ste. The eupenMor rc
superabundant shall haVa full atMndy t0 ad an behalf Of Consultant and all communications gim le Has Supervisor or
Superintendent shall be as binding 98 n gryen all b ConBWMN. lFq BUpeNiaO!Of BUpelhtaM&II shall Ile pm MAte
Project Site 01 all times an regdred to peadm amgreb supervision end coomphatbri of the Cosusentg swroes.
20.V
Lawful Claims and DSeanda. Should any outstanding claims by sub-comultanis or suppliers Incurred In tie
Naomi Plane SeMces meluriefa alter C'Ty has made Payment to Consulmnt COMUMMH vdll Indemnity and Haw
Cary hmm ar" from such dame. Acceptarrn by consWtanl of payment dhdl be antl stroll operea es a relese to Ciry of
all claims end all Mab!IMbS to Consultant, other Nan asters In stated amounts es may be spedficaly escepled by
Consultant for things done or fumGhed in mnndon win Ito provlslon d ere Semems, and for every ad and neglect d
Ciy we dihas elating to or with, ten d1 the proasiun of Me Servlcee covered under Ws Aoeement. Any Wyment.
whether Gel or dhmwbe, shall not release Consultant or his suetde from .1 obligations under the Agreement.
2OIn
Lobbyhg. Consultant shall not. in wruxctlon V, th the Agreemen, directly u indirectly (1) offer, confoq or egae to
r
Owner any Pecuraary banrn on sayom a com8ideadun for my Ciy or. or arnploym's dedsbn, Poll
recommendaton, vote, other emrdae of dtevetion, or Wolalion of a known legal duy, or (2) offer, give, m agree to glue
t
tin
W alwha any grrtudy Ire the benefit of, ar al his, direction or request of, any City ofear or emps"s. For pvpores Or
clause(2)rgrem ymew; any payment Of mare Men rwepais momsry ei In the Wm a wM, a,m, MMahunent
gild, mob. Iodgln, loan., subscriptions, edwnree. depmb of motet, SmNme, ampkrym0l or egreemeMs Of any
Mad.
201a
Nc nC.Ilui Coal agrees that neither it, nor sly orb of ows. pandas, agenda aremployees have entered Into
and agreement, participated In any collusion, Or o herwise Wish any sawn yMent d in restraint of a free campati,w
sdiWUn in mnndion w1b MIa A;,WwV m, and that Consultant Intends to do the erotic WM He rem NOW fide
employees Or au4e0r1sllanG and hoe nol provided 0 eODONe far Me benefit 0f angler consultant FurthetmoR.
Consultant mN "that 16 artistes, Subsidiaries. Sadom, olflcere, antl employee are net surreally under iamstipflon
by any gainmmantal auMwlry and haw nat M tie feel ten (10) yearn been mmided ar hurt aside for any ad
proNPited by law In any luradidan, hVia" ce Pkary a pMuebn with raped to aubffditg a mapplee an any p Ule
agreement
2013
Non wding Clause. in Me event sNfident budgeted (aide me rid evabi or depbl0d. Cry Meg ugly CM , M, of
SUM oaurrenm and mremnat "II Iemmab wghaA lowest, or serene to Me Coy.
20.26
NanPaaomene Clause. The CwH UAML erns Wm and due to the nabes, Or the Basses to be MIS
PedOrmed under
Agreamm, it S essential Met Me W be d Mpked He a limey maser, In accordance wMfit live ached ors, appmved by
tie Coy. NorilwiomanceldefiOMndm es UmN by the City to ON Consultant shall be addressed 1. verbally 2.
Hidden Notlm. If the deficiency has not bean conedad to IN Satisedlon of the City within tie tlme tame prodded, the
City may hew Me Bark par ore by Serer its mental pcaa Surd remel a play and Marge the post against payments
due the Cotuulait Repebd defiderrdea may reeull In the femaskon Pratte Age rot.
20.21'
P;mda. The Can.uaant Shall apply nor o9 agWred buildup, PamMs from Cory o/ aebmwn and G responsible fist any
a000dafed fees.
20.28
Prwled She Londfgane. Consultant ahSl be deernm a haw anmand Project Stie(e), If eDpleabas and to raw
reared NO knurdadge of aU mndtbm under all tie SeMms are to be earke ee and mmpebd.
20.29
ra aetlon of PoRem. Consultant Vill be responertte for Me as" N by anpbyre. and fire empbyem d as sub-
coet0vb, during the pmvisim of Me Services. Consultant A be atoms®b fro "dean, me,,,ft and
--lealrsng ail eatery pre,. In connect.. VIM Ma pmvislcn a inMOOPS lm wa a appihadefety sa
�M�e,� �S�am��.�
slandNa en eguletom, ar premugesd by Me United SWISS OMcaWN Salary and fleefih All Cwuhn, dell
.Pan P-191 to Guy arty, evident Or wuaWdl wavnan. daft pMemenm el fire aemods. W,Vd,, peawnd coley
or demh b mry Comdlem aaplgm, ;ubaaeuifad esnbwe a mry member of fete Wbib, or any, damage l0 a, of
Con". Properly, the Proled sae, or selamm properly.
__ _ _. —.. _ —.._-. .._s
aryOfsamm�an,FlOs iiiAramL.S!.In".
RFO 420-05 Saommater Meader Planning & Professional Erglneering Showrooms Page 7 of 8
20.30 public EMby Crime. A person a sfiSae who has been pound on are comfded vador let following a conddlon for a
public erey come may not wank a bid, bid, or ropy an a agreement b provide any goods or eaMcae to a public many,
may no orders a to. bid, or spy on a agreement with a public entry for the mmtmetlon or regal of a public Wgtlbe or
Voted walk: may not submit bide, dabs, or floods to least of real on" to a public smly: my not be awarded or
net seemed bulnossnwM�msPuubeoa" In commnitnwlloomki mount Prro� In �017, FloridaFSbiN si«
CATE(10RY TWO for a pedo l a3e moMte NAaMng Me doe aInside placed on the mnWged vmtlarl4.
2031 pGletlaeNP. CoreupeM ts an LdepaMent cams*nt b Coy in tin provbion Mite Services uMa Wa Agnenet entl
Y nca it erroloYea• egot.laintrenbre, a paNwra Cby.
20.32 Ron adles. If any event of default codas, CJry shell have the right d Me option of Cny, b pursue all remedies nations
4 new or ".try, Including Me larmination o1 We Admornent and ell rights a Consul hereada. Ieoewid eandre
Clye lermo al a the Agreement
. Consultant dal remade We W City for as, chains for darnamon m, es, a a1lomV.
man arWr* fraud so chle rdidemon.
20.33 Schedules, Repores and Records. Consultant shall wbmlt b City coal sdndules, progress scheduled. Polbnabs,
mmrds. repo*. and ply other data, as, mated to the nodded of the Services covered under the AgmdmeM
FuMermom, City re6ene9 the right a Inspect and audit Cooullamb boob and mead$ reraMg to the Assonant, when
deemed apprapdele by City. As, acledoe$, reports add recatls of Co*utlerR, u they aloe to Me Aglmm¢M, shad bs
mleaed by ConsJlem for a pedod of Ihrea (3) room from the date of final payment under do, AgnemaM.
20.L Security and Confidentiality. Coneuttane sag compy filly won all aewriy promda OR Of City In the POnOrmarxn of the
Agmemem Colnubanl e*a not divulge to thiN parties any hHonnadon obtained by Conedtant or he agenda,
dbblb4ors, msellere, sibcoreuleMs, officers or employees in the course of the prmdslm of to Services wyJwd tre
vMtlen consent or City. Hnvever, Conw*nl shell be permMed to release *planets to third p4tiee if such honnaeon
Is publlay ava bble through no fault of Consultant, Information that Consultant detracted hdmpendenpy wflhoa rehire
on Ohre InfcrmaVen, or b acuma an that k mh unwise oblolreble undo Stele and Federal law as a public record. To
bsmrm omad"noty. CMudsm sal lain eppnpr.Ia measures as to he pattered, agnda, and sub -,cm dards. The
wemMlsa of" paragraph elan sun0ve the Agreement.
20.35 Ssvarebli ty. If a mud deems any preoslun of to Agrou nag vole or unanfameble, Met pmNalon shall W stranded
only, to the a tent M4a Is not In 0ofa0on of few or la not Othamnae unammeable and of other anotdans and amain It
Nllbrcn entl e*ct.
20.313 Sumlval. As, asoese repres"Oft, vw M. IndaMnMce *And Prontons of eabNty sxiWed a tie AGAMMM we
eurvlve ttmpledon or hi mrinothw of the Agreement for any seem.
2037 Teams. Connuhw1 .hall pay as sales, comumer, use and came Nmler taxes reptlred b to pod by Co*unent h
accordance with the Iowa and regulations of the Sate a FbMs Mirk et aPPlidable a the PlQAI a not Stool
under the Agmem ot. Cay, will not pay fa any petorel Property mama l veal on Co*ubM or for any tame Wed en
Consultants emooyees' wages. Coy is, a Pollscal eubcaWaon of ter Sale of Forst mad hold' a Sete of Florida Scree
Tax Exemption Genacere (No. 858m2621TySG1). M pushes made by City dreNy front a dealerdiebibulor or
menulaouar br m4Mae, eeapmem or Buppaes Costa purchM') MSWW atNough the 0sm4tant are examil from
min, fAlBuma, no and other aMiler tams.
20.30 Weiner. The delay a allure by City to auncee or enforce any a ice term under ale Agreement shop no ecn$M4e or
be dmmed a water of Cate dght Mereaner to enrorm Vern dehts, or shag say shale on padal nerolam Of any such
data prelude Vn Coy of any other or Nnhor aerobe Menem or use earrLa of any caner right.
21. Authority. mach person signing the Agreement warrants that he or she Is duly authadned to do so
and to bind the respective parry to the Agreement.
IN WITNESS WHEREOF, the Pattern hereto have mused these presents to be executed, the day and
year noted above.
ATTEST (SEAL):
nette Williams, NIMC f-
,TV ---
THE CITY OF SEBASTIAN, FLORIDA:. -
BY
Cm MANAOFR
Approved as to form and legality for ARCADIS U.S, INC
feNance by the City of SebamVonF,�_ -
Manny Anonr�`=° �..�._.,�, saw BY:
„�,,' Melbas L Pamelea
Jr MOE PRESIDENT
Manny Anon —Jr.
CITYATTORNEY
Coysetlen. Flwmede ltlayAU.S., Inc.
#20-0-�
flF0 k20-05 Smmwetm Master Planning 8 Prohmbrml Enpbnef(rg Services Pape 8 of 8