HomeMy WebLinkAbout2021 ContractOowSign Envelope 10: B3F1213F67C24593.9AOA-OF71F7496413
NON-EXCLUSIVE ENGINEERING CONSULTING SERVICES AGREEMENT - CITYWIDE
RFQ #21-01: Continuing Engineering Services (RE -BID)
AGREEMENT EFFECTIVE DATE: FEBRUARY 22. 2021
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Schulke, Bittle 6 Stoddard, LLC (Consultant).
2. Designated Contact Person as to Consultant:
Joseph W. Schulke, P.E.
Managing Member
1717 Indian River Blvd, Suite 201
Vera Beach, FL 32960
Phone: 772-770-9622
Email: jschulke@sbsengineem.com
3. Services. Services may include but are not limited to, preparation of plans, specifications and
estimates of costs for construction projects, detailed studies on specific items, conducting
investigations, and preparation of reports; land surveying activities, construction inspection, and
construction administrations.
Specific scopes of work will be assigned, on an as -needed basis, as individual Work Orders - in the
form of a Consultant Service Agreement (CSA) - prepared by the Consultant and approved by the
City for each assigned project. Each CSA will be numbered to track the issuance of a project.
Example: (RFQ#-Consultant-CSA#). I.e., 21-01 SBS-01. Commencement of work is subsequent to
the execution of the CSA and a Notice to Proceed from the City for all or any designated portion of
the CSA and shall be performed and comoleled by the acreed upon and snecified date within the
CSA and anv allowed C nse-out timo forma.
NOTE: An added CSA shall be submitted for additional work (i.e., 21.01SBS-01 ADD1).
4. Term. This agreement is valid for a three (3) year term, with the option to renew for two (2) — one (1)
year terms contingent upon Consultant's performance and budget availability. Proposed changes to
fees shall be communicated, in writing, to the City 90 days prior to agreement expiration. The intent to
renew the agreement will be by written notification to the Consultant by the Procurement Division 60
slave prior to agreement expiration.
NOTE: The City, at Its sole discretion, reserves the right to exercise this renewal option.
5. Compensation. The CSA shall include the total compensation. City shall pay Consultant for the
completion of the work, in accordance with EXHIBIT A: Fee Schedule and Company Information
and EXHIBT B: Community Development and Engineering Permit Fees - Engineering Review
(attached and made a part of this Agreement). In accordance with Florida Statutes Section 287.055,
Consultants' Competitive Negotiation Act (CCNA), if the City and Consultant cannot come to an
agreement upon a CSA's negotiated total compensation for a project, then the City will end
negotiations and move on to the next selected Consultant that was solicited from the Library based on
their discipline
6. Project Assignments. The City, at its sole discretion, assign projects amount the selected
Continuing Engineering Services Consultants as the City sees fit. EXHIBIT C: Expertise Areas will
be used to assign projects. The City's decision may be based on project type, project continuity,
available man-hours assigned to City projects by Consultant, andlor special expertise or knowledge
possessed by one of the Consultants that may be pertinent to the particular project. Consultants shall
have no right to appeal or challenge the Citys declsion(s) regarding distribution.
City of Sebastian, Florida / Schulke, Bittle 8 Stoddard, LLC
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 1 of 9
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7. COVID49 Disclaimer. Due to the public health and safety concerns relating to the COVID-19 Virus,
the Stakeholder may, in their sole discretion, unilaterally alter the Term 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 shall be necessary to modify the Term pursuant to this
paragraph. Unless otherwise explicitly stated, all other provisions of the Agreement or Purchase
Order shall be binding upon the parties.
S. Notices. All notices between City and Consultant, as required under the Agreement, shall be by
telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person
identified above. Either designated recipient may notify the other, in wining, if someone else is
designated to receive notice.
9. Modification of Agreement. The Agreement may only be modified 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 terms, including substitution
of product, shall be valid or binding against City. Consultant may not unilaterally modify the terms of
the Agreement by af0xing additional terms by incorporating such terms onto Consultant's documents
forwarded by Consultant to City for payment. City's acceptance of product or processing of
documentation on forms furnished by Consultant to City for approval or payment shall not constitute
acceptance of the proposed modification to terms and conditions.
10. City's Project Manager. City shall designate a Project Manager for each assigned project. 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 part of the Consultant, shall be referred to the City Manager who will resolve such questions. All
work shall be subject at all times to inspection and review by the Project Manager and the City.
11. Materials, Services, and Facilities: It is understood that, except as otherwise speciflically stated in the
Agreement, Consultant shall provide and pay for all materials, labor, tools, equipment, water, light,
power, transportation, supervision, temporary construction of any nature, and all other services and
facilities of any nature whatsoever necessary to execute, complete, and deliver the Services within the
speed time. The City will provide Consultant with access to the Facilities so as to permit Consultant to
meet its obligations herein.
12. Documentation. Subject to payment of all amounts owed or due to Consultant, all tracings, plans,
specifications, maps, computer riles and/or reports prepared or obtained under this Agreement, as
well as all data collected, together with summaries and charts derived there from, will be considered
works made for hire and will become the property of City upon expiration or termination of the
Agreement without restriction or limitation on their use. Upon delivery to City of said document(s),
City will become the custodian thereof in accordance with Chapter 119, Flodda Statutes. Consultant
will not copyright any material and products or patent any invention developed under this Agreement.
Copies of these documents are not to be sold or distributed to third parties without the written consent of
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. If such changes result in an increase or decrease in the
CSA total, or in the time required for performance of the Services, an equitable adjustment shall be
authorized by way of a Change Order (CO).
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14. Insurance. During the term 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
certificate(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.
14.1 Minimum Insurance Requirements. The coverages, limits or endorsements required herein protect
the primary interests of City, and these coverages, limits or endorsements shall in no way be required
to be relied upon when assessing the extent or determining appropriate types and limits of coverage to
protect Consultant against any loss exposures, whether as a result of the Project or otherwise. The
requirements contained herein, as well as Citys review or acknowledgement, is not intended to and
shall not in any manner limit or qualify the (abilities and obligations assumed by Consultant under this
Agreement.
Comprehensive Liability Not less than $1,000,000 Combined Single Limit per each occurrence -
Professional Liability Not less than $1,000,000, covering any damages caused by an error,
(Errors 8 Omissions) omission or any negligent acts.
Automobile Liability Not less than $500,000 Combined Single Limit
Worker's Compensation In accordance with Florida Statutes 440, maintain workers
compensation insurance to the extent required by law for all their
employees to be engaged in work under this Agreement.
14.2 Other Insurance Provisions:
14 2.1 City of Sebastian, its councillmembers, officers, 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 limitation on the scope of protection afforded to the City,
its council members, officers, employees and agents. Consultant shall provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation and/or changes in policy
language, and ten (10) day notice if cancellation is for nonpayment of premium. The
certificate shall indicate if coverage is provided under a "claims made" or "occurrence"
forth.
14_2.2 Consultant has sole responsibility for all insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, co-insurance
penalty, or self -insured retention; including any loss not covered because of the operation of
such deductible, co-insurance penally, self -insured retention, or coverage exclusion or
limitation.
142.3 Consultant's insurance coverage shall be primary insurance as respects the City, its
officials, employees and volunteers. Any insurance or self-insurance maintained by the
City, its officials, employees or volunteers shall be excess of Consultant's insurance and
shall be non-contributory.
14.2.4 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 policies to be endorsed With
CG 24 04 Waiver of Transfer of Rights of Recovery Against Others to Us or similar
endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers
Compensation coverage.
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15. Indemnification. The Consultant shall indemnify and hold the City harmless from any and all
personal injury or property damage claims, liabilities, losses or causes of action which may arse 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 losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the
name of the City, where applicable, including appellate proceedings, and shall pay all costs,
judgments and reasonable attorney's 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 no way 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 -defaulting party may, at its option, terminate this
Agreement by giving written notification 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 entitled to compensation
for loss of anticipated profit.
17. Licenses and Certifications. Consultant, or its sub-Consultant(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.
18. Public Records: Consultant will keep and maintain public records required by the City to perform
the service. Upon request from the CiVs custodian of public records, Consultant will provide the City
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues,
or as otherwise provided by law. Consultant will ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the term of the Agreement and following completion of the
Agreement if Consultant does not transfer the records to the City. Upon completion of the
Agreement, Consultant will transfer, at no cost, to the City all public records in possession of the
Consultant or keep and maintain public records required by City to perform the service. If Consultant
transfers all public records to City upon completion of the Agreement, Consultant shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Consultant keeps and maintains public records upon completion of the Agreement,
Consultant shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that Is compatible with the information technology system of the City, If Consultant does
not comply with the City's request for public records, the City shall enforce the provisions of the
Agreement in accordance with the terms of the Agreement and may cancel the Agreement.
IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwilliams@cityofsebastian.org; PHONE: 772-38"215.
City of Sebastian, Florida / Schulke, Blue 8 Stoddard, LLC
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19. Payment of Payment Requests:
19.1 Prompt Payment. City shall make payment of a payment request in accordance with Chapter
218, Part VII of the Florida Statutes "Loral Government Prompt Payment Act" from the date
which a properly received payment requestlinvoice is recorded as received by City, for Services
completed to the satisfaction of City.
19.2 Form of Request. If the payment request is not received in proper order, City may reject the
payment request within ten (10) business days after the date on which the payment request is
recorded as received by City. City shall provide Consultant with a written notification of the
rejection specifying the deficiency and corrective measures necessary to make the payment
request proper. Upon receipt of a payment request that corrects the deficiency, City shall make
payment in accordance with Chapter 218, Part VII of the Florida Statutes "Local Government
Prompt Payment Act", or reject the payment request, within ten (10) business days after the date
on which the connected and proper payment request is recorded as received by City.
19.3 Resolution of Payment Request Disputes. In the event of a dispute between Consultant and
City concerning the full or partial payment of a payment request, such disagreement shall be
finally determined by City. If the dispute between Consultant and City involves a portion of a
payment request, the undisputed portion shall be paid by City in a timely manner, as long as the
payment request for the undisputed portion is in proper order. Proceedings to resolve the
dispute will be commenced within forty-five (45) business days after the date the payment
request in dispute was recorded as being received by City. The proceedings may include
meetings between the parties, telephone conferences or such other measures to clarify the
dispute and attempt to resolve the problem; they will be concluded by a final written decision by
City within sixty (60) business days after the date on which the payment request was recorded
as being received by City. Such procedures do not constitute an administrative proceeding that
prohibits a court from deciding de novo any action arising out of the dispute.
19.4 Payments to Sub -Consultants. When Consultant receives from City any payment for Services
covered under the Agreement, Consultant must pay such moneys received to each sub -
Consultant or supplier In proportion to the percentage of the Services completed by each sub -
Consultant or supplier within ten (10) business days after Consultants receipt of the payment. If
Consultant receives less than full payment, then Consultant shall be required to disburse only
the funds received on a pro rate basis to its sub -Consultants and suppliers, each receiving a
prorated portion based on the amount due on the payment. If a sub -Consultant receives
payment from Consultant for labor, services or materials furnished by sub -Consultants or
suppliers hired by the sub -Consultant, the sub -Consultant must remit payment due to those sub -
Consultants or suppliers within seven (7) business days after the sub -Consultants receipt of
payment from Consultant.
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20. Warranties
20.1 Warranty of Ability to Perform. Consultant warrants that, to the best of its knowledge, there
are no pending or threatened actions, proceedings, investigations, or any other legal or financial
conditions, that would in any way prohibit, restrain, or diminish Consultant's ability to satisfy its
obligations under the Agreement.
20.2 Warranty Against Defects in Workmanship. Consultant shall warrant its Services against
defects in materials and workmanship for a minimum period of one (1) year from acceptance of the
Services by City. Should any defects in materials or workmanship appear during the warranty
period, Consultant shall replace the materials or equipment, or repair or re -do the service,
immediately upon receipt of written notice from City, at no additional expense to City. Consultant
shall warrant such replaced materials or equipment, or repaired or re -done Services, for a period of
one (1) year after acceptance of such by City.
20.3 Warranty of Standard Care. In the performance of professional services, Consultant will use
that degree of care 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. Consultant's standard
of care shall not be altered by the application, Interpretation, or construction 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 -execute the nonconforming Services. All 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 sub consultant's or sub -Consultant's warranties. Such
assignment shall not relieve Consultant of Its warranty obligations for performance or standard of
care to City under this Agreement.
20.4 Warranty of Title. Title to any work product furnished by Consultant under the Agreement shall
pass to City to the extent of the payments made for such by City, or on the date that City accepts
the completed Services of Consultant. When title passes to City in accordance with the
Agreement, Consultant warrants that the work product furnished will be free and clear of all
security interests, liens and encumbrances or claims of any party.
21. Additional Terms and Conditions (alphabetically listed):
21.1 Assignment. Neither City nor Consultant shall sell, assign or transfer any of his rights, edged or obligations under the
Agreement without the prior variant consent of the other Party. In the event of any assignment, Consultant remains
secondarily liable for performance of the Agreement, unless City expressly waives such secondary liability.
21.2 Bankruptcy or Insolvency. Consultant shall promptly notify City in visiting of the filing of any voluntary or involuntary
petition for bankruptcy, and/or of any insolvency of Consultant or any of it sub -Consultants who are involved in the
provision of the Services under this Agreement.
21.3 Compliance with Laws. Consultant shall comply with all laws, rules, codes, ordinances, and licensing requirements that
are applicable to the conduct of its business, including Mesa of Local. Stele and Federal agencies having jurisdicfion and
authority. These laws, shall include, but not be limited to, Chapter 287 of Me Florida Statutes, the Uniform Commercial
Coca. the Immigration and Nahonsllratien Act, the Americans with Diseblbfies Act, the United Slates Occupational
Safety and Health Act, the United States Environmental Protection Agency, the Slate of Fonda Department of
Environmental Protection, and all prohibitions against discrimination on the basis of race, religion, sex, dead, national
origin, handicap, marital staus, sexual orientation, gentler identity or expression or veterans statusr violation of such
laws shall be grounds for termination of the Agreement.
21.4 Canadian of Services. Consultant shell promptly remove frem the premises all Services rejected by City for failure to comply
With the Agreement, whether incamorated into the Projed or not, and Consultant shall promptly replace and m-execute the
Services In accordance with the Agreement. Wheat additional expense to City, and shall bear the expense of making good all
Services of other Consultant's work destroyed or damaged by such removal or replacement All removal and replacement of
Services shell be done at Consulhdnns expense. If Consultant does not take action to remove such rejected Services within
ten (10) calendar days after receipt of wdften notice from City, City may remove such Services on their own and store the
materials at the expense of Consultant.
21.5 City Funds, If sufficient funding is not available for Consultant to complete the Services. City reserves the right to modify
the terms and conditions of the Agreement to change the Scope of Services to reduce the cost to match any available
funding. If such modifications to the Scope of Services are not feasible, or if funding has been totally exhausted prior to
Consultant's completion of its Services, the Agreement shall be terminated on terms reasonably acceptable to both
patties. Additionally, in accordance with Section 216.347, Florida Statutes, and as provided herein, Consultant may net
extend any City funds for the purpose of lobbying the legislature, or local, state or federal agencies.
City of Sebastian, Florida / Schulke, Birds 8 Stoddard, LLC
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21.6 Discriminatory Vendor Consultant certfes 01at they are not subject to Section 287.134 (2)(a) which spenfiea Nat an
entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid/bid on an agreement to
provide any goods or services to a public entity. may not submit a BidlBid on an agreement with a public entity for the
cons mellon or repair of a public building or public work, may not be awarded car adorn work as a Consultant, supplier,
sub-Consuftpi or consultant under an agreement with any public antuy, and may not transact business with public
entity.
217 Dispute Resolution. For any dispute concerning performance of the Agreement which Includes without limitation
controversies based upon breach of agreement, mistake, misrepresentation, or other cause for agreement modification
or rescission, City shall attempt to reach a mutual agreement as to the settlement and resolution of the dispute with
Consultant The City Manager or 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 became necessary
or be deemed as the work progresses shall be reviewed by the City's assigned Project Manager and will require that a
Change Order be processed In accordance with the City's legal and administrative procedures, If the Consultant does
not concur in the judgment of the Project Manager, It shall present written objections to the City Manager, who shall
make a decision, and the Consultant shall abide by the City Manager's decision. The decision shall be final and
conclusive.
21.8 Disposal of Wastes. Consultant shall handle any waste materials generated In the performance of the Services in full
compliance with all laws, regulations, and requirements of all governmental authorities and these of City. Consultant
shall use only disposal facilities which have proper permits and are in full compliance with all Laws. Consultant agrees
that City has the right to reject, forany reason, Consultants use of any particular disposal faculty. All unusable materials
and debris shall be disposed of in an appropriate manner.
Consultant shall readare in an acceptable manner or replace all property, both public and private, which has been
displaced or damaged by the Consultant during the execution of the work. Consultant shall leave the Woreaps
unobstructed and in a neat and presentable condition. The team "profai shall include, but is not limited to, roads,
sidewalks, curbs, driveways, walls, fences, landscaping, awnings, ubuties, footings and drainage structures.
21.9 Electronic Signature(s). Consultant, 8 and by offering an electronic signature in any form whatsoever, will accept and
agree to be bound by said desirable signature to all terms and conditions of this Agreement. Further, a duplicate or may
of the Agreement that contains a duplicated or non -original signature vali be Vested the same as an original, signed copy
of this original Agreement for all purposes.
21.10 Employees, Sub-0onsultants and Agents. All Consultant employees, sub -Consultants, and agents performing any of
the Services under the Agreement shall be properly trained to meet or exceed any specified mining qualifications. Upon
request, Consultant shall famish a copy of certification or other proof of qualification. All employees, sub -Consultants,
and agents of Consultant must comply with all security and administrative requirements of City. City may conduct and
Consultant shall cooperate in, a security background check or otherwise assess any employee, sub -Consultant and
agent of Consultant. Coy may refuse access to, or require replacement of, any of Consultant's employee, sub
Consultant and agent for muse. including, but not limited to, IecAnical or training qualifications, quality of services,
change in sermity status, or non-compliance with City's security or other requirements. Such refusal shall not relieve
Consultant of its obligation to pedorn all Services In compliance with the Agreement City may reject ant bar from any
facility for muse any of Consultant's empoyeea, sub-Consuttams, or agents. City shall have ilia right to review and
approve any sub -Consultant teed by Consultant. Consultant shall be fully responsible to City for Vie acts and omissions
of its subConsultanis, and persons directly or indirectly employed by them. It is Consultant's reswnsibilityto ensure fat
their sub-0onsultants are properly licensed to do business In fie State of Florida and City of Sebastian, as required by
law.
All wademen must have sufficient knowledge, skill and experience to prepedy perform the work assigned to them. All
workmen must have proper FDOT safety vest or safety shirts during any mowing, staging of MOT or clean-up operation.
21.11 Environmental Issues. All drumbeats regarding environmental issues or requirements shall be sent Immediately to
City's Conant Person. Unless directed otherwise by City, Consultant is not to contact any local, stale or federal
governmental agencies romancing environmental issues involving the Project Site.
21.12 Equal Employment Opportunity. Consultant shall net discriminate on the basis of race, color, sex, age, national origin,
religion, and disability or handicap In accordance with the Provisions of: Title VI of the Civil Rights Act of 19M (42 U.&C.
§ 2000 at seal, Title VII of the Civil Rights Act of 1968 (42 U.S C. § 3601 of say.), Flodda Civil Rights Act o11992 (§
760.10 at mi Title 41 CFR Pad 60 for compliance with Executive Orders 11246 and 11375, Tile 49 CFR 23 and The
49 CFR 26 for Disadvantaged Business Enterydses, Age Discrimination Act of 1975 (42 U S.C. § 6101, at sea.), Title 49
CFR 21 and True 49 CFR 23, Nondiscrimination on the basis of handicap. True 49 CFR 27, Amedmns with Disabilities
Act of 1990 (42 U.S C. 121OZ at. seq.), Fa l Fair later Standards Ad (29 U.S.C. § 201, at am. , and any other
Federal and State discrimination statutes. Consultant shall furnish pertinent Information regarding its employment
pounds and practices as well As those of their proposed sub-Consmpts as fie Slate of Florida Department of
Transportation, fie Secretary of tabor, or City may require. The above shall be required of any sub -Consultant hired by
Consultant All Equal bnploymenl Opportunity, requirements shall be Induced in all non-exempt subsegreemeriN
entered into by Consultant. Sub -agreements entered into by Consultant shall also include all other applicable labor
provisions. No sub -agreement shall be awarded to any noncomplying sub{bnsubant. Addilionally, Consultant shall
Insert in its sub -agreements a clause requiring sub -Consultants to include these provisions in any lower tier sub
agreements that may in vim be made. Consultant shall comply with all state laws and local ordinances.
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21.13 Farce Majeure Event. Neither Party shall be considered to be In default in the performance of its obligations under this
Agreement, except obligations to make Payments with respect to amounts already accrued, to the extent that
performance of any such obligations is prevented or delayed by any cause, extsdrig Or future, which is beyond the
reasonable coniml, and not a result of the fault Or negligence of, the affected party (a'Fome Maleure Event'). 8 a party is
prevented or delayed In the performance of any such obligations by a Force Maleure Event, such party shall immediately
provide notice to the other party of the circumstances preventing or delaying performance and the expected duration
thereof. Such notice shall be confirmed In writing as soon as reasonably possible. The party so affected by a Force
Mall Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall
resume performance of its obligations as soon as reasonably practicable. A Force Maleure Event shall include, but not
In limited to acts of civil or military authority (Including courts or regulatory agencies), act of Gad (excluding normal or
seasonal weather conditions), war, dot, or insurrection, inability to obtain required permits or licenses, hurricanes and
sev¢reOwds.
21.14 Goveming law and Venue. The Agreement shall be governed in accordance Win the laws of the State of Florida. In
the event of litigation with reseed to the obligation of the parties to the Agreement, the lumediction and venue of such
action shall be an appropriate Slate Could In Indian River County, Florida.
21.15 GoVemmental Restrictions. If Consultant believes that any govemmental restrictions have been imposed that require
alteration of me materials used, the quality, wodrmanship or performance of the Services offered under the Agreement
Consultant shall Immediately notify City in writing, Indicating the specific restriction. City reserves the Fight and the
complete discretion to accept any such alteadon or m cancel the Agreement at no further expense to City.
21.16 Immigration and Nationality Act: Consonant shall comply with all immigration laws as outlined in 8 gSC 6 1324a -
Nnlawtul emrryyooyymmant of aliens. City will rot intentionally award City agreements to any Consultant who knowingly
employs unauthorized Allen workers. Any vialatton of the employment provisions outlined in the Immigration and
Nationality Act throughout the term of any Agreement with City may result in immediate termination of the Agreement.
City will consider the employment of unauthorized aliens a violation of Section 274A (a) of the Immigration and
Nationality Act. Such violation will bemuse for unilateral cancellation of the Agreement, by City, if Consultant knowingly
employs unauthorized aliens.
21.17 Inspection, Performance, Supervision. City reserves the Fight to Inspect the Services provided by Consultant whether
partially or fully completed, at any time, as deemed appropriate by City for the purpose of ensuring Consultants
performance under the Agreement. Such inspections performed by City, shall not be construed as a final approval of
Consultants Samoa, and Shall Fiat relieve Consultant from its obligations under the Agreement. City reserves the right
to inspect, at any reasonable time with prior notice, Consonants facilities to assess conformity of the provision of the
Services with the Agreement requirements. City reserves the right to investigate or inspect at any time, whether me
provision of the Services wmpliw with the Agreement requirements. Consultant shall at all times during the Agreement
term remain responsive and msponsiblo. Consultant must be prepared, if requested by City, to present evidence of
experience, ability, and financial standing, as well as a statement as to capacity of Consultant for the performance of the
preve ion of the Services covered under the Agreement This poregmph shall not mean or imply Nat it is obligatory
upon City to make an Investigation either before or after award of the Agreement, but should City elect to do so,
Consultant is cot relieved from fulfilling all Agreement requirements. Consultant shall supervise and direct the pedormance
of its Services and shall be solely raspomble forthe means, methods, techniques, sequences, and seedy of oorsaW4lon and
operations. Consultant will employ and maintain at the Project Site a qualified supervisor Or superintendent who shall have
been designated in writing by Consultant as the Consunanl's representative at the Prefect Site. The supervisor or
supedmandanl shall have full authority to act on behalf of Consultant and all communications given to me supervisor or
supenmendent shall be as binding as If given diredfy b Consultant. The supervisor or superintendent shall be present an the
Protect Site at all times as required to perform adequate supervision and coordination of the Consultants Services.
21.18 Lawful Claims and Demands. Should any outstanding claims by sub-Consullents or suppliers incurred in the
performance of the Services materialize after City has made Payment to Consultant, Consultant will Indemnify and save
City harmless from such claims. Acceptance by Consultant of payment shall be and shall operete as a release to City of
all claims and all liabilities to Consultant, other than claim. in slated amounts as may be specifically excepted by
Consultant for things done or furnished in connection with the provision of the Services, and for every act and neglect of
City and others relating to or arising out of the provision of the Services covered under this Agreement. Any payment,
whether final or otherwise, shall not release Consultant or his sureties from any Obligations under the Agmennent
21.19 Non -Funding Clause. In the event sufficient budgeted funds am not available or depleted, City shall notify Consultant of
such occurrence antl agreement shall terminate without Penalty Or expense to the City.
21.20 Non~cFenance Clause. The Consultant recognizes that due to the nature of the services to be Performed under this
Agreement, it is essential that me Work be completed in a timely manner in accordance with the schedules approved by
the City. Non-perfomanwli eficiench s as identified by me City to the Consultant shall be addressed 1. Verbally 2.
Written Notice. If the deficiency has not been corrected to me satisfaction of the City within the time frame provided, the
City may have the wont performed by either Its internal personnel or a third party and charge the cost against payments
due the Consultant. Repeated deficlencles may result in the termination of this Agreement.
21.21 Ownership and Copyright. All reports, tracings, plans, speclowtlons, field books, survey information, maps, contact
d.sumenll antl other data developed by the Consultant pursuant to this Agreement, shall be vested to the City. Said
materials shall be made available by the Consultant at any time upon request of the CRY.
21.22 Permits. The Consultant shall apply for all required building famous Rom City of Sebastian and is responsible for any
associated fees.
21.23 Project SIM Conditions. Consultant shall be domed to have examined Proland Site(s), it applicable and to have
secured full knowledge of all conditions under which the Services are to be executed and completed.
City of Sebastian, Florida I Schulke, Bible 8 Stoddard, LLC
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 8 of 9
DocuSign Envelope ID: B3F1213F-61C24593-9AOA-OF71F496413
21.24 Relationship. Consultant is an Independent Consultant to City in the provision of the Services under this Agreement and
is not an employee, agent, joint -venture, or partner of City.
21.25 Remedies. If any event of default occurs, City shall have the fight, at the option of City, to pursue all remedies available
at law or equity, including the termination off this Agreement and all rights of Consultant hereunder. Notwithstanding
City's termination of the Agreement, Consultant shell remain liable to City for all claims for damages, casts or attomey's
fees arising prior to such termination.
21.26 Reuse of Documents. All documents, including but not limited to reports, drawings and speclflcatlons, prepared by the
Consultant pursuant to this Agreement, are related exclusively to the services described herein. They are not Intended or
represented to be suitable for use 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.
21,27 Risk of Loss. Until the Services have been accepted by City, ask of less or damage to any materials, equipment,
supplies or work product, whether partially or fully completed, that are emaciated with the Services shall remaln with
Consultant.
21.28 Schedules, Reports and Records. Consultant shall submit to City cast schedules, progress schedules, estimates,
records, repods, and any other data, as related to the provision of the Services covered under the Agreement.
Furthermore, City reserves the fight to inspect and audit Consultant t books and recoks relating to the Agreement, when
deemed apprapdate by City. All schedules, means and retards of Consultant, as they relate to the Agreement, shall be
retained by Consultant for a peeled of three (3) years from the date of final payment under the Agreement.
21.29 Security and Confidentiality. Consultant shall comply fully Win all security procedures of City In the performance of the
Agreement. Consultant shall not divulge to third parties any information obtained by Consultant or Its agent.,
distributors, resellers, sub -Consultants, assume or employees in the course of the provision of the Services without the
written consent of City. However, Consultant shall be perndled to release information to third series if such information
is publicly available through no fault of Consultant, information Met Consultant developed independently without relying
on Clys Information, or information that in otherwise obtainable under State and Federal law as a public record. To
insure confidentiality, Consultant shall take appropriate measures as to Its personnel, agent, and subConsultafirl The
wararees of this paragraph shall survive the Agreement.
21.30 Severebllity. If a court deems any provision of the Agreement void or unenforceable, that prevision shall be enforced
only to the extent Nat it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain In
full tome and effect.
21.31 Survival. All express representations, waivers, indemnifications, antl Imminence of liability included in this Agreement will
survive completion or termination of the Agreement for any reason.
21.32 Taxes. Consultant shall pay all sales, consumer, use and other similar taxes required to be paid by Consultant In
accordance with the laws and regulations of the State of Florida which are applicable to the provision or the Services
under the Agreement. City will not pay far any personal property taxes levied on Consultant or for any taxes levied on
Consultant's employees' wages. City is a political subdivision of the Slate of Florida and holds a Slate of Florida Sales
Tax Exemption Outpaced (No. 85d012621Tl8(3-1). All purchases made by City directly tram a dealer, distributor or
manufacturer for materials, equipment or supplies ('direct purchase') instead or through the Consultant are exempt tram
sales, consumer, use and other similar fixers.
rs.
21.33 Waiver. The delay or failure by City to mend to or enforce any or its fights under this Agreement shall rot constitute or
be Miami a waiver of City's right thereafter to enforce those rights, net shall any single or partial exercise of any such
right preclude the City of any other orfudher exercise thereof w the examine of any other fight.
22. Authority. Each person signing the Agreement warrants that he or she is duly authorized to do so
and to bind the respective parry to the Agreement.
IN WITNESS WHEREOF, the parties hereto have Caused these presents to be executed, the day and
year noted above.
& STODDARD, LLC: THE
ECCITY aOFF BASTIAN, FLORIDA:
DATE: } BYj _YA�, (Ai DATE: 2/22/2021 1 8:32:10 AM E
F.E. Pa r tens.
.R CITY MANAGER
ATTEST (SEAL):
�Dxonq„M en
-deeffloddi41IAAms, MMC
CITY CLERK
Approved as to fans and legality for
mky4be City of Sebastian only:
Agf.
CITY ATTORNEY
City of Sebastian, Florida f Schulte, Bible & Stoddard, LLC
RFQ 21-DI Continuing Engineering Services (RE -BID)
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