HomeMy WebLinkAbout2021 ContractDocuSign Envelope ID: 2SA2C607-26874191-AA2D-087EBDC92619
NON-EXCLUSIVE ENGINEERING CONSULTING SERVICES AGREEMENT -CITYWIDE
RFQ #21-01; Continuing Engineering Services (RE -BID) J
AGREEMENT EFFECTIVE DATE: FEBRUARY 22, 2021
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Carter Associates, Inc. (Consultant).
2. Designated Contact Person as to Consultan1:
Patrick S. Walther, P.E.
Principal
1708 21" Street
Vero Beach, FL 32960
Phone: 772-473-9446
Email: patw@cartemssoc.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 speck items, conducting
investigations, and preparation of reports; lend surveying activities, construction inspection, and
construction administrations.
Specific scopas 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#-ConsultantCSA#). i.e., 21-01-CA-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 completed by the agreed upon and specified date within the CSA
and an�Callowed Close-out time frame
NOTE: An added CSA shall be submitted for additional work (i.e., 21-01-CA-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
days prior to agreement expiration.
NOTE: The City, at its sole discretion, reserves the right to exercise this renewal option.
S. 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, and/or 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 City's decision(s) regarding distribution.
City of Sebastian, Florida / Caner Associates. Inc.
RFO 21-01 Continuing Engineering Services (RE -BID) Page 1 of 9
DocuSign Envelope ID: 25A C607-268741B1-AA2D.087EBDC92619
7. COVID-10 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.
8. 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 writing, 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 modlfication 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 affixing additional terms by Incorporating such tens 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 Cty 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 specifically 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
specified time. The City will provide Consultant with access to the Facilities so as to perm 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 files 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, Florida 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 byway of a Change Order(CO).
City of Sebastian, Florida / Carter Associates, Inc.
RFO 21-01 Continuing Engineering Services (RE -BID) Page 2 of 9
DocuSign Envelope ID: 25A2C607-268741B1-AA2D-087EBDC92619
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 coverage's, limits or endorsements required herein protect
the primary Interests of City, and these coverage's, 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 Cil review or acknowledgement, Is not intended to and
shall not in any manner limit or qualify the liabilities 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 & Omissions) omission or any negligent acts.
Automobile Liability Not less then $600,000 Combined Single Limit
Worker's Compensation In accordance with Florida Statutes 440, maintain worker's 1
P compensation insurance to the extent required by law for all their
employees to be engaged in work under this Agreement.
14.2 Other Insurance Provislons:
14_2.1City of Sebastian, its council members, 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 andlor changes in policy
language, and ten (10) day notice It cancellation Is for nonpayment of premium. The
certificate shall Indicate If coverage is provided under a "claims made' or "occurrence"
form.
142.2Consultanl 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 penalty, self -insured retention, or coverage exclusion or
limitation.
14_230onsultanfs 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 Consullanl's insurance and
shall be non-contributory.
14_2AFor 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.
City of Sebastian, Florida / Caner Assocletes, Inc.
RFO 21-01 Continuing Engineering Services (RE -BID) Page 3 of 9
DocuSign Envelope ID: 25P 0607-268741B1-AA26087EBDC92619
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 arise 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 shell 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 attomey'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.
IS. 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 City's 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 1226 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwllliams@cityofsebastian.org; PHONE: 772-388-8215.
City of Sebastian. Florida I Carter Associates, Inc.
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 4 of 9
DowSign Envelope ID: 2WC607-26874IB1-AA D-087EBDC92619
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 'Local Government prompt Payment Ad' from the dale
which a property received payment requestfinvoice 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
an which the corrected and proper payment request is recorded as received by City.
193 Resolution of Payment Request Disputes. In the event of a dispute between Consultant and
City conceming 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 Consultant's 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 -Consultant's receipt of
payment from Consultant.
City of Serration, Florida / Caner Assaclales, Inc.
RFC 21-01 Continuing Engineering Services (RE -BID) Page 5 of 9
DocuSign Envelope ID: 25A2C607-268241 B1-AA2D-087EBDC92619
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 byCity.
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) pramptly 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 parry.
21. Additional Terms and Conditions (alphabetically listed)
21.1 Assignment. Neither City nor Consultant shall adl, assign or transfer any of Is rights, duties or obligations under the
Agreement Without fire pdor vlitlen consent of the olhrr Party. In the event or any aaelgiment. Consultant remains
smandadly fable for performance of the Agreement, unless City expressly waives such secondarytlabl fty.
21.2 Bankruptcy or Insolvency. Consultant shag promptly notify City In waiting of the filing of any voluntary, or Involuntary
petition fair bentrmptcy ardror of any insolvency of Consultant or any of Its sub Consultants who am Invelved In The
provision order Services under Ibis Agreement.
213 Compliance with Laws. Consdiant shall comply with all laws, mks, codes, Ordinances, and licensing requirements that
are appfic rde to the conduct of its business, Including those of Local, Stale and Federal agencies having Imiadkgon and
authwky. These laws, shall Motors, but not be Pal W. Chapter 282 of the FIOnda S m es, the Uniform Commercial
Cole, the Immigration and Natlonaaaation Ad, the Americans solar Disabilities Ad, the United States Occupational
Safety and ffealth Ad, the United Slates Environmental Protection Agency. the State of Florida Department of
Environmental Projection, and all Facr eXions against discrimination on the basis of race, mil91on. Fall creed. national
origin, handcep. medial status, sews orientation, gender identity or expression or veteran's strive. Molatm of such
laws shall be grounds for IemJnatbn of the Agreement.
21A Camuchon of Servlcos. Consultant shell promptly remove from the mender, erg Services reJedel by City far false to comply
Win the Agmaned. whether incorporaled Into the Project or net. anal Consu l shall pranptiy raplace and neUla:Pale the
SaNces in xomence twh he Agree ned, various addigarlal expense to City. and shal bear the expense of making good ON
Sams of othe CansWanfs wok destroyed or damaged by such removal or replacement. At mmnval and Waecament Of
Services sha'l be done at Consurenfs expense. If ComWmt does not lake adbn to remove such rejected Santana with
ten (10) cal days OR. receipl of vsM m nol 1. City, City may remove such Services on mein own and sore tie
materials at the expense ofConsdlmt.
21.5 City Funds. It sufficient fulling Is not available for Consultant to complete the Services, City reeerves the right to modify,
Me isms and co,dtlons of the Agreement to charge the Scope of SerNces to reduce the awl to match my available
Funding. If such modifications to the Scope of Services are Out feaside, or it fumfi g has been totally exhausted salon to
Consullad's completim of its Services. Inc Agreement shall be terminated on terms reasonably acceptable to both
parties. Additionally. In eccodarwe with Section 216.347, Paddle Statutes, and as provided hareln, Consultant may not
expend any City funds for the Particle of lobbying the legislature, or local, stale or federal agendas.
City of Sebastian, Florida I Caner Associates, Inc.
RFO 21-01 Continuing Engineering Services (RE -BID) Page 6 of 9
DocuSign Envelope ID: 26A2C607-268741B1-AA2D-087EBDC92619
21.6 Discriminatory Vendor. Consultant centfies Met they are net subject to Section 287.134 (2)(0) which spectfres that an
entity or a8ioW Me has been placed on the discriminatory vendor list may not submit a ddhk on an agreement to
prodde any goods or serAcea to a pu yk, entry, may not submit a BMIBW on an agreement with a pubic entity for 8re
conatmdlon a repair of a public building or public work. may not be awarded or perform work as a Consultant, supplier,
sub.COnsWlan6 at =autism under an agreement with any public entity, and may not transact business with public
entry.
21.7 Dispute Resolution, For any dispute Occurring Performance of the Agreement. winch Includes without lknilation
controversies based upon breach of agreement, mistake, misrepresentation, or other cause for agreement modgicatlan
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 at calms, questions, and disputes shall be final, conclusive,
and binding.
Adjustments of compensation and contract time because of any major changes In the wad that might become necessary
or be deemed as the work progresses shall be re roved by the Clys assigned Project Manager and All require that a
Change Clear be processed In accordance AM the City's legal and adminlslra9va procedures. If the Consultant does
net couur W the judgment of the Project Manager, It shall present written objections to the City Manager. who shall
make a derision, and the Consultant shalt al by the City Managers decision. The decrum shall be goal and
conclusive.
21.8 Disposal of Wastes. Construes shall handle any waste materials Moveraled In the Performance of US Services; In WII
compliance AM all laws, regulations, and requirements of all governmental authorities and those of City. Consultant
shag use only disposal f effifles 01cls have proper perms and ere in full compliance Win all Laws. Cons Want agrees
that City has the right to mind, for any reason, Consultant's use of any particular disposal facility. All unusable malmals
and debris shall be disposed of In an appropriate mnnar.
Consultant shall restore 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 shell leave the Worksite
unobstructed and In a neat and presentable condition. The lam -property shall Include, but Is not limited to. roads,
cdewelks, curbs, driveways, walls, fences, landscaping, awnings, utilities, foul and drainage structures.
21,9 Electronic Slgnature(e). Consultant, if and by offering an electronic signature In any form whatsoever, will accept and
agree to be bound by said electronic signature to at terns and conditions of (his Agreement. Fuller, a disc icete or copy
of the Agreement Nat conlahu a duplicated Or con -original signature will be treated the same as an original, signed copy
of tMs original Agreement for all puraoses.
21.10 Employees, Sub-Conastants and Agenda. All Consultant employees, sub-COnsu lants, and agents performing any of
the Senecas under the Agreement at be football, trained to meet or exceed arty specified training Mmfifufiao. Upon
request. Consultant shall furnish a copy of cesfestlen or Other pros of qualification. All empbyeos, sub-Coreublants,
and agents of Consultant most comply Will all Security and administrathre requirements of City. city may cmdud, ant
Consultant shall cuparete In, a aeoutly background ofeck a otherwise anus any employee, sub -Consultant, and
agent of Consultant. City may refuse access to. or require replaaemenl of, any of Consulant's employee, sub-
Corssultanl and agent IS, cause, Including, but rot limited W, lechnicel or training qualifications, quality of services,
change In security stalos, or non ocmpgence with Cry+s aecedly or Other requirements. Such refusal shall rani refieve
Consultant of its obligation to perform all Services in compliance with the Agreement. City may read and bar ham any
facllily for cause any of Consullent's employees, sub -Consultants, or agents. City shell have the right to review and
approve any sub-0onsultanl used by Consullanl. Consultant shall be fully rosectance to City for the ads and missions
of its sub-Cansult.m% and persons directly or Indirectly employed by them. It Is Caneultant'a responsibility to ensure that
their sub-Careulcmas are properly licensed to do business in the Stale of Florida and City of Sebastian, as required by
law
All workmen most have suffidanl knowledge, skill and experlence to properly perform the work assigned to them. At
workmen most have proper FDOT safety out or safety shins during any moving, staging of MOT or clean-up operation.
21.11 Environmental Issues. NI noUMagons regarding environmental issuer Or requirements shall be sent immediately to
City's Coned Person. threw directed otherwise by City, Consultant Is not to coned any lase[, state Or federal
governmental agencies concerning enWromaMal Issues involving the Project Site.
21.12 Equal Employment Opportunity. Consultant shall not discriminate on the basis of race, coley sex, age, Will origin,
fell and disati ity Or handicap a asearderwe with the Primeness Of. TI90 VI of Mo CIA Rights Act of 1964 (42 U.S C.
§ MOD e gg,), Title VII of the CIA Rights Ad of 1965(42 UB C.§WI at sm.). Florida Civil Rights Ad a11992(§
760.10 at Me J. Title 41 CFR Pan BO for complmoc , coil, Executive Ordem 11246 and 11376. This 49 CFR 23 and Trle
49 CFR 26 for De climmaged Business Enterprises, Age Discrimination Act of 1076 (42 U.S.C. it 6101, at sso. , Tile 49
CFR 21 and Title 49 CFR 23, Nonsiscdminelion on the basis of handicap, TBIe 49 CFR 27. American with Describe
Act a 1990 (42 U.S.C. 12102, of. seq), Federal Fair labor Standards Ad (29 U.S.C. It 201, et see. , and any other
Federal and State cool nlnallon statures. Consultant shall furnish pemnerr information regarding Its employment
polities and practices as wall as those of their propeas! sub -Consultants as the State of Florida Deparlment of
Transportation, the Secretary of tabor, Or City may require. The above shall be required of any sub -Consultant hired by
Consultant. Al Equal Employment Opportunity requirements shall be Included In all non-exempt sub -agreements
entered Into by Consultant. Sub -agreements entered Into by Consultant shall also Include all other applicable labor
previsions. No sub -agreement shall be awarded to any non -complying su4Consullant. Additionally, Consultant shell
lied in Its su4agreemenls a cause moodrg sub-Consulants to Include these provinces in any lower tier sub.
agreements that may In turn ba made. Consultant shelf comply AM all state lava end Weal eminences.
City of Sebastian, Florida I Carter Associates, Inc.
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 7 of 9
DocuSign Envelope ID: 2WC607-2687.41B1-AA2D-087EBDC92619
21A3 Force Mejoure Event. Neither party shall be anstdored to be In default In the performance of Its obligations under Nis
Agreement, except obligations to make payments With respect to amounts shady acdued, to the extent that
pedpmance of any such sorrows Is prevented or delayed by any cause, existing or future, which Is beyond the
reasonable canlrol, and for a mull of the fault or negligence of. the arrested party (a'Force Maleure Event'). If a party Is
prevented or delayed In the pedonnance of any such obligations by a Force Moisture Event, such party shall immediately
provide rigce to the other parry of the circumstances preventing or delaying performance and the expedite duration
thereof. Such notice shall be warranted In writing as soon as reasonably posies. The parry so affected by a Force
Maleum Event shell moreover. to the extent reasonable, to remove the obstacles which prevent Performance and shag
resume performance of I% obligations as soon as reasonably practicable. A Force Majeum Event shag Include, bin not
be limited to ads of civil or military authority 8ndudirg courts or regurlatory agences), ad of Cotl (excluding normal or
seasonal Weather wMNonal war, net. or insurrection, Inability to obtain requlrad Permits ev Ilemses, hurricanes and
seven prods.
21.14 Oamming Law and Venue. The Agreement shall be governed In accordance WIN the laws of the Slate of Florida. In
the event of litigation vvIN respect to the obligation of this pares to the Agreement. the jurisdiction and venue of such
action shag be an appropriate Slate Court In Indian River Canty. Fledde.
21.15 Governmental Restrictions. If Consultant Whores hurt any governmental restrictions have been imposed that require
alteration of the materials used, the quality, woMmarehip or perfa mance of the Services offered under the Agreement,
Consultant mall Immedlately notty City In veiling, Indlcaung vie specific restriction. City assume the right and the
complete irradiation to accept any such alteration or to cancel the Agreement at no further expense to City.
21.16 Imm��iyygffrationul zqtarynnpddmNationality Aeb Comultenl shall campy Wth all immigration level as outlined in a USC 6 1324e -
emlpgly
foys tow adzed 1111an nmakers Any violaMI not tion of lithe employmenld City agreements
roWelons caused n thsConsultant mid anon and
Nationality Act throughout the term of any Agreement Wth City may result In Immediate termination of the Agreement.
City Wit consider but employment of unauthorized aliens a violation of Section 274A (a) of the Immigration and
NatlorulltyAd. Such vlolallan WII be cause for unilateral cancellation of the Agmemenl, by City, it Consultant knoWtndy
employs unauthorized agem.
21.17 Inspection, Performance, Supardslon. City reserves the right to Inspect the SeMces provided by Consultant, whether
partially or fully completed, at any time. as deemed approprale by City for the purpose of ensuring Consultant's
performance under the Agreement. Such Inspections performed by City, shall not be construed ea a final approval of
Consultant's Service, and shall not relleve Consultant from its obligations under the Agreement. City reserves the right
to Inspect, at any reasonable time With prior notice, Consulland's facilities to assess conformity of the provision of the
Services Wit the Agreement requirements. City reserves the right to Investigate or inspect, at any time. Mather the
provision of the Services compiles Wit the Agreement requirements. Consultant shall at all times during the Agreement
lerm remain respomlve and responsible. Consultant must be prepared, It requested by City, to present evidence of
expedenca, ability, and financial standing, as Well as a statement as to capacity of Consultant for the performance of the
provision of the Services covered under the Agreement. This paragraph shall not mean or Imply that 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 not relleved from fu0111ng all Agreement requirements. Consultor shag supreme and direct the performance
of Its SeMce9 and shall be soley responsible for the means, methods. techniques, sequences, am safety of banderol and
operations. Caauled vill employ and m ran sin d the Project Site a correct maMsor or supMnandent wM shall have
been designated in coding by Candidate as the Comugacts representative at me Project Ste. The supervisor or
supernlerdent shall have full authority to ad on behalf of Consultant and all communications given to me supervisor or
stpednbMend shag be as binding as If given directly to Considered. The supervisor or superintendent shall be presets on the
Piled Site at as times as refund to peromr adequate supervbicn arts coordination of the Consultants SeMoes.
21.18 Lowful Claims and Demands. Should any outctaMing claims by subLonsul rats or suppliers Incurred In the
performance of the SeMcea matedalhe after Chy has made Payment to Consultant, Consultant WIN IMemnlfy and save
City harmless from such claims. Acceptance by Consultant of payment stall be and shall operate as a release to City of
all claims and all liabilities to Consultant, other than clalms in sided amounts as may be specifically excepted by
Consultant for Things done orfunbhed In connection Min this provision stand Services, ant for everyad ant nerdi of
City and others relating to or arising our of the provision of the Services covered under this Agreement. My paymonl,
Mather final or alhemise, shall not release Con ullanl or his surmise from any obligations undertheAgreement.
21.19 Non -Funding Clause. In Ih raven sut cant budgeted funds are not available or depleted, City shag rmlity Consultant of
such occurrence ant agreement shall terminate Wthad Penalty or experxre to the City.
2120 Non -Performance Clause. The Consultant recognizes that due to the nature of vie service to be performed under Ids
Agreement, It Is counsel that this Wok as completed In a timely murder in accordance Win the schedules approved by
the City. Non-perlormancertleficicdes as Itlmened by the City to the Consultant shall be addressed 1. Verbally 2.
William Notice. If the descent, has not been console to the satisfaction of the City WINn the the hams provMed, the
City may haw the work parfamud by either Its house personnel or a third party ant dirge Its cast against payments
due the Consultant. Repeolm defidencles may result In the termination of this Agreement.
2121 Ownership and Copyright. Ad repots, tracings, plans, specifications, fieff books, survey information, maps, contract
documents, and other data developed by the Consultant pursuant to this Agreement, shall be voted to the City. Said
materials shell be made available by the Consultant at any lime upon request of the City.
2122 Permits. The Consultant shall apply far all required bulkling permits from City of Sebastian and Is responsible for any
measured (Bas.
21.23 Project Site Conditions. Consultant shall be deemed to haw examined Project Strait). If applicable arts to have
secured furl knowledge of all conditions under which the Services are to be executed and completed.
City of Sebastian, Florida I Cater Associates, Inc.
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 8 of 9
DncUSign Envelope ID: a5 C607-26874181-AA20-08TEBDC9261g
21.24 Relationship. Consultant is an Independent Consugenl to City In Bea provision of the Services under this Agreement and
is not an employee, agent, pint -venture, or partner of City.
21.25 Remedies. If any event of default occurs, City shall have the right. at the option of City. to pursue all remedies available
at law or equity, Including the termination of this Agreement and all rights of Consultant herauader. Nolwhhslanding
Gity's termination of the Agreement. Consultant shall remain liable to City for all claims far damages, costs or attorney s
fees artsirg prior to such terminallon.
21.26 Reuse of Documents _Ali documents, Including but not limited to reports, drawings and specifications, prepared by the
Consultant pumuanl to this Agreement, ere related exclusively to the services described herein. They me not intended at
represented to be suitable for use by the City or others on extensions of this
21.27 Risk of Loss. Until the Services have been accepted by City, risk of lass or damage to any materials, equipment,
supplies of work product, whether partially, or fully completed that are examined with the Services shall remain with
Consultant.
21.28 Schedules, Reports and Records. Consultant shall submit to City cost schedules, progress schedules, estimates,
recants, reports, and any other data, as relaletl to the provision of the Services covered under me Agreement.
Fudhermafe, City saw,,, the rig%to hoped and ai ComullaM's Cooks and records snaring to the Agreement, when
deemed appropriate by City. NI schedules, repels and records of Consultant, as they elate to the Agreement, shall be
retained by Consultant for a period of three (3) years from the dale of final payment under IheAgmement.
2129 Security and Confidentiality. Consultantshall compy fullywith all security procedures of Cityln the performanceofthe
Agreement. Consultant shall not divulge to third padres any information obtained by Consultant or Its agents,
dlsidbutors, machine, sub -Consultants, agents or employees in the course of the provision of the Services without the
"him comer, of Cy. However, Carousal shall be permitted 10 release Information to third pa@es It such Information
Is publicly available through no fault of Consuant, Information that Consultant developed Independently without relying
on City's Information, or information that Is otherwise obtainable under Slate and Federal law as a public record. To
,ewes eongdenlietay, Consultant shag hake aWOpd.%measures es to its personnel, agents, and sub-Coravlants. The
warrenlles of this paragraph shall survive the Agreement.
21.30 Sevembillly. If a court deems any provision of the Agreement vast or unenforceable, that provision shall be enforced
only to the extent that It is not In violation of law or Is not otherwise unenforceable and all other provisions shall remain In
lull force am effect.
21.31 Survlval. Al express representations, waivers, Indemni0camna and limitations of 9ebility Included In its Agreement will
survive completion or termination of the Agreement for any reason.
21.32 Taxes, consultant shall pay all sales, consumer, use and other singer lazes required to be paid by Consultant In
accordance vdth the hews and regulabons of the State of Fends which ere applicable to the provision of gee Services
under the Agreement. City will not pay for any personal property taxes levied on Consultant or for any taxes Isomer on
Consultant's employees' wages. City Is a poligcxl subdivision of the State of Fiords and holds a Slate of Florida Sales
Tax Exemption Cadua le (No. 85-8012621778C-1). Al purchases made by Cay dims from a dealer, disb8adoi or
manufacturer for materials, equipment or suppras Coined purchase") Instead of through the Consultant are exempt from
sales, consumer, use and other similar taxes.
21.33 Walvm. The delay or failure by City to exercise or enforce any of its rights under this Agreement shall not constitute ar
be dammed a salver of Cilys right thereafter to entente time rights, nor shall any single or partial exercise of any such
fight preclude the City of any other or further exercise promoter the exercise of any otherright.
22, Authority. Each person signing the Agreement warrants that he or she Is duly authorized to do so
and to bind the respective party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year noted above.
CARTF,{2 OCIATES, Ip{C : THE Cda Vti& N, FLORIDA:
BY : (// (�/j,///7�/ram/,tpATE: Z f7 ZVLI gN{(�{pUf, (gy(ySQ. DATE. 2V22/2021 6:31:31 AN Esl
Patrick anther, P.E. Pa r wu...
PRINCIPAL CITY MANAGER
ATTEST (SEAL):
Approved as to form and legality for
Dowel,. y_
a1WAMhVQ3e City of Sebastian only:
Deltmd@I880ms, MMC:
'fl1a191{
CITY CLERK
CITYATTORNEY
ATTORNEY
Cfly of SebasliantTladda / Carter Assolcates, Inc.
RFC 21-01 Continuing Engineering Services (RE -BID)
Page 9 of 9