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HomeMy WebLinkAboutR-00-62 ,- ' ~ . RESOLUTION NO. R-OO-62 A RESOLUTION OF THE CITY OF SEBASTIAN, FLORIDA, APPROVING CONTINUING SERVICES AGREEMENT FOR ENGINEERING SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INe.; AUTHORIZING EXECUTION OF SAME; PROVIDING FOR CONFLICTS HEREWITH; PROVIDING FOR EFFECTIVE DATE. WHEREAS, the City undertook the Consultants Competitive Negotiation Act procedures to select an engineering finn to provide continuing services to the City; and WHEREAS, on August 23,2000, the City Council ranked Kimley-Hom and Associates, Inc. as the top applicant and authorized staff to negotiate an agreement with said firm; and WHEREAS, negotiations have resulted in the attached contract, which City and the :firm find to be fair and equitable; NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SEBASTIAN, as follows: Section 1. CONTRACT APPROVAL. The City Council of the City of Sebastian does hereby approve the AGREE~NT FOR continuing PROFESSIONAL SERVICES BETWEEN CITY OF SEBASTIAN, FLORIDA AND KIMLEY-HORN AND ASSOCIATES, INC. attached hereto. Section 2. AUTHORIZA TION. The City Manager is hereby authorized to execute said Agreement on behalf of the City, and put the same into effect. The City Manager is further authorized to execute Work Authorizations thereunder in the cumulative amount of five thousand dollars per fiscal year without further authorization of the City Council. .. . ' I . Section 3. CONFLICT. All resolutions or parts of resolutions in conflict herewith, are hereby repealed. Section 4. EFFECTIVE DATE. This resolution shall take effect immediately upon its adoption. The foregoing Resolution was moved for adog _ion by Councilmember & dup / The motion was seconded by Councilmember '/ and, upon being put into a vote, the vote was as follows: Mayor Walter Barnes Vice-Mayor Ben A. Bishop Councilmember Joe Barczyk Councilmember James Hill Councilmember Edward J. Majcher, Jr. The Mayor thereupon declared this Resolution duly passed and adoptea this 8th day of November, 2000. CITY OF SEBASTIAN, FLORIDA ATTEST: S~rn~~ Sally A. alO, CMC City Clerk By: W~ 5~ Mayor Walter Barnes Approved as to form and legality for reli~sft=oruY Rich Stringer, City Attorney " AGREEMENT FOR CONTINUING PROFESSIONAL SERVICES BETWEEN CITY OF SEBASTIAN, FLORIDA AND KIMLEY-HORN AND ASSOCIATES, INe. * * * * * THIS AGREEMENT is made and entered into thiS.!lY!:ay of November, 2000, by and between the City of Sebastian, Florida (hereinafter referred to as the OWNER), and KIMLEY- HORN AND ASSOCIATES, INC. (hereinafter referred to as the CONSULTANT). WITNESSETH WHEREAS, the OWNER intends to initiate, maintain and renovate various public projects and improvements over the next three years, each of which will be described in future Work Authorizations; and, WHEREAS, the OWNER may require general engineering consulting services in the conduct of its business over the period of this AGREElVIENT, which will be described in future Work Authorizations; and, WHEREAS, the CONSULTANT has represented to the OWNER that it is qualified to perform the various described tasks and work of the projects and, based upon CONSULTANT's representations, the OWNER desires to retain the services of the CONSULTANT to perform the work described herein. NOW THEREFORE, for and in consideration of their mutual benefit, the parties hereto agree as follows: The CONSULT ANT shall, upon receipt of each duly executed Work Authorization, perform the work described in the Work Authorization in accordance with the attached Exhibits "A" and "B '., as may be required in said Work Authorizations. The OWNER, in consideration of the performance of the CONSULTANT's undertakings under this AGREEMENT, pursuant to Work Authorizations fully executed by the OWNER and CONSULTANT, shall pay the CONSULTANT the consideration determined in each Work Authorization; which consideration shall constitute complete payment for all services furnished in connection with the work required to be performed under the Work Authorization, each of which shall constitute a separate supplemental agreement. The following Exhibits are attached to and made part of this AGREEMENT. A - "General Provisions for Engineering Services" B - "Duties, Responsibilities, and Limitations of Authority of Resident Project Representative" C - "Payments and Miscellaneous Provisions" D - "Sample Work Authorization Form" E - " Hourly Fee Schedule" This AGREE11ENT shall apply to all projects for which Owner issues a Work Authorization within three years after the effective date of the first Work Authorization, and may be extended by mutual consent on a year-to-year basis for an additional three years thereafter. This AGREEMENT, together with the Exhibits identified above and subsequent Work Authorizations, shall constitute the entire agreement between the OWNER and the CONSULTANT and supersede all prior written or oral understandings. This AGREEMENT and said Exhibits may only be amended, supplemented, modified, or canceled by a duly executed written instrument. This AGREE1\1ENT and said Exhibits shall be hereafter referred to as the MASTER AGREEMENT. IN WITNESS WHEREOF, the parties hereto have made and executed this AGREEMENT as of the date first above written. CITY OF SEBASTIAN, a Florida municipal corporation KIMLEY-HORN AND ASSOCIATES, INC. ~;, prO~l t #5 B: Terrence R ore, City Manager (Seal) Attest: ~dm< - Sally A 0, CMC City Clerk (Seal) Approved as to Form and Content for Reliance by the City of Sebastian Only: S1\ ,- Rich Stringer, City Attorn EXHIBIT A GENERAL PROVISIONS FOR ENGINEERING SERVICES This is an exhibit attached to and made a part of the AGREEMENT between the OWNER and the CONSULTANT for professional consulting services. For primarily engineering projects, the CONSULTANT shall perform professional services as hereinafter described, which shall include customary civil, structural and mechanical engineering services, in accordance with acceptable engineering practices. These General Provisions set forth the general requirements for the performance of the various services for projects required under this AGREEMENT. The CONSULTANT under each du1y executed Work Authorization shall perform work required to accomplish the intent of such work authorization, and unless otherwise specifically prescribed therein, shall perform the required services in accordance with the following requirements. SECTION I - BASIC SERVICES A. Basic Engineering Services will generally be completed in three (3) phases: 1. Preliminary design phase; 2. Final design phase; and 3. Bidding phase; The general types of services to be performed in each phase are described herein. However, typical services inay be changed or deleted as required ror each project. Additional services may be added as mutually agreed upon between OWNER and CONSULTANT. Such . additions, changes, or deletions will be outlined in each Work Authorization. 1. Preliminary Desi~ Phase This phase involves those activities required for defining the scope of a project and establishing preliminary requirements. Items of work for this phase of a project include: a. Conferring with the OWNER on project requirements, finances, schedu1es, early phases of the PROJECT, and other pertinent matters; and meeting with concerned agencies and parties on matters affecting the PROJECT; b. Advising OWNER as to the necessity of providing, or obtaining from others, data or services of the types described in Section IT such as, but not limited to field surveys, soil borings, aerial mapping and laboratory testing. At OWNER's option, services may be provided by the OWNER through direct contracts with other professionals or may be provided by the CONSULTANT in accordance with Exhibit "F", Payments and Miscellaneous Provisions, Section 1.2; and, c. Developing design schematics, sketches, project recommendations, and preliminary layouts and cost estimates. 2. Final Design Phase After authorization to proceed with the Final Design Phase, CONSULTANT shall, on the basis of the accepted Preliminary Design documents and the construction budget authorized by OWNER: a. Prepare necessary engineering reposes and recommendations; b. Prepare detailed plans, specifications, and cost estimates; c. Print and provide necessary copies for in-house production of engineering drawings and contract specifications; d. Advise OWNER of any adjustments to the preliminary estimate of probable construction costs caused by changes in general scope, extent or character or design requirements of the PROJECT, or market conditions. Furnish to OWNER a revised opinion of probable construction costs based on the Final Drawings and Specifications; e. Prepare for review and approval by OWNER, its legal counsel and other advisors, necessary bidding information, and special Conditions of the Contract between the OWNER and Contractor; and, f Distribute documents for approvals to OWNER, state and other regulatory agencIes. 3. Bidding: Phase After authorization to proceed with the Bidding Phase, CONSULTANT shall: a. Upon request, assist the OWNER in advertising for and obtaining bids for each separate prime contract for construction, materials, equipment and seIVlces; b. Assist the OWNER in conducting a prebid conference for each separate prime contract to share pertinent bidding and technical information and requirements with prospective bidders. c. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. d. Upon request, attend the bid opening, prepare bid tabulation sheets, and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. SECTION n. Construction Consultation By Work Authorization Owner may request consultation services for the Construction Phase of a project under this AGREEMENT within the parameters set forth herein: 1. Said work shall commence with the award of a contract for construction and terminate at the earlier of the issuance by the OWNER of the final Certificate for Payment or 30 days after the date of Substantial Completion of the Work, but if so stated by Work Authorization, may be extended under the terms of Section III. "Special Services"; 2. CONSULTANT shall attend and administer the preconstruction conference; 3. Visits to Site and Observation of Construction: In connection with observations of the work ofContractor(s) while it is in progress: a. CONSUL T ANT shall make visits to the site at intervals appropriate to the various stages of construction as CONSULTANT deems necessary in order to observe as an experienced and qualified design professional the progress of the various aspects of Contractor(s)' work. Based on infonnation obtained during such visits and on such observations, CONSULTANT shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and CONSULTANT shall keep OWNER informed of the progress of the work; b If OWNER requests more extensive site representation than is described in 3 a above, CONSULTANT will provide a Resident Project Representative(s) as a Special Service; c. CONSUL T ANT shall not during such visits or as a result of such observations of Contractor(s)' work in progress, supervise, direct or have control over Contractor(s)' work nor shall CONSULTANT have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s), or for any failure of Contractor(s) to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor(s) furnishing and \ performing their work. Accordingly, CONSULTANT can neither guarantee the performance of the construction contracts by Contractor(s) nor assume responsibility for Contractor(s)' failure to furnish and perform their work in accordance with the Contract Documents; 4. Defective Work: During such visits and on the basis of such observations, CONSULTANT may disapprove of or reject Contractor(s)' work while it is in progress if CONSULTANT believes that such work will not produce a completed PROJECT that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the PROJECT as reflected in the Contract Documents. 5 Interpretations and Clarifications: CONSULTANT shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required; 6. Shop Drawings: CONSUL T ANT shall review and approve (or take other appropriate action in respect of) shop drawings, samples and other data which Contractor( s) are required to submit, but only for conformance with the design concept of the PROJECT. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto; 7. Substitutes: CONSULTANT shall evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor(s); 8 Inspections and Tests: CONSULTANT shall have authority, as OWNER's representative, to require special. inspection or testing of the work, and shall receive and review all certificates of inspections, testings and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents (but only to determine generally that their content complies with the requirements of, and the results certified indicate compliance with, the Contract Documents); 9, Disputes between OWNER and Contractor: CONSULTANT shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make decisions on all claims of OWNER and Contractor( s) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. CONSULTANT shall not be liable for the results of any such interpretations or decisions rendered in good faith; 10. Applications for Payment: Based on CONSULTANT's on-site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative, and on review of applications for payment and the accompanying data and schedules: " a. CONSULTANT shall determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts. Such recommendations of payment will constitute a representation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of CONSULTANT's knowledge, information and belief, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation). In the case of unit price work, CONSULT ANT's recommendations of payment will include determinations of quantities and classifications of such work, subject to any subsequent adjustments allowed by the Contract Documents; b. By recommending any payment, CONSULTANT will not thereby be deemed to have represented that exhaustive, continuous or detailed reviews or examinations have been made by CONSULTANT to check the quality or quantity of Contractor(s)' work as it is furnished and performed beyond the responsibilities specifically assigned to CONSULTANT in this AGREEI\1ENT and the Contract Documents. CONSULTANT's review of Contractor(s)' work for the purposes of recommending payments will not impose on CONSULT ANT responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regulations, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on CONSULTANT to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any lien, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. 11. Contractor(s)' Completion Documents: CONSULTANT shall receive and review maintenance and operating instructions, schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents but such review will only be to determine that their content complies with the requirements of, and in the case of certificates of inspection, tests and approvals the results certified indicate compliance with, the Contract Documents; and shall transmit them to OWNER with written comments; " 12. Inspections: CONSULTANT shall conduct an inspection to determine if the work is substantially complete and a final inspection to determine if the completed work is acceptable to OWNER, and regulatory agencies so that CONSULTANT may recommend, in writing, final payment to Contractor(s) and may give written notice to OWNER and the Contractor(s) that the work is acceptable (subject to any conditions therein expressed); and, 13. Limitation of Responsibilities: CONSULTANT shall not be responsible for the act or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except CONSULTANT's own employees and agents) at the site or otherwise furnishing or performing any of the Contractor( s)' work; however, nothing contained herein shall be construed to release CONSULTANT from liability for failure to properly perform duties and responsibilities assumed by CONSULTANT in the Contract Documents. SECTION ill - SPECIAL SERVICES A Services Requiring Authorization in Advance If authorized in writing by OWNER, CONSULTANT shall accomplish such special services of the following types which are not considered normal or customary Basic Services except where specifically provided for otherwise in the Work Authorizations. At OWNER's option, services may be provided by the OWNER through direct contracts with other professionals or may be provided by the CONSULTANT. When the CONSULTANT is requested to provide special services, such services may be provided by the CONSULTANT's own forces or through subcontracts with other professionals; however, contracts with other professionals for special services must have the approval of the OWNER before the work is initiated (OWNER approval of CONSULTANT's Work Authorization listing subconsultants and sub consultant fees will be considered approval of sub consultant's contract.) Special services will be paid for by OWNER as indicated in each Work Authorization in addition to the compensation for Basic Services described herein. 1. Preparation of applications and supporting documents for governmental grants, loans or advances in connection with the PROJECT; preparation or review of environmental assessments and impact statements; review and evaluation of the effect on the design requirements of the PROJECT of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the PROJECT. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verifY the accuracy of drawings or other information furnished by OWNER; commonly referred to as AlE survey. '- 3. Services resulting from significant changes in the general scope, extent or character of the PROJECT or its design including, but not limited to, changes in size, complexity, OWNER'S schedule, character of construction or method of financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to causes beyond CONSULTANT's control. 4. Providing renderings or models for OWNER's use. 5. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, public hearing or other legal or administrative proceeding involving the PROJECT (except as agreed to under Basic Services). 6. Soils and material investigations including test borings, laboratory testing of soils and materials, related analyses and recommendations. 7. Quality assurance testing during construction. 8. Cost accounting services, grant administration, and grant closeout. 9. Reproduction and postage of reports, contract documents and specifications to OWNER, Contractor, regulatory agencies, prospective bidders, and designated others. 10. Services in connection with work directive changes and change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional services rendered. 11. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitutions proposed byContractor(s); and services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor. 12. Services resulting from delays beyond the control of CONSULTANT. 13. Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or negligent work of any Contractor, (3) acceleration of the progress schedule involving services beyond normal working hours, (4) default by any Contractor, or (5) other causes beyond CONSULTANT's control. 14. Evaluating an unreasonable or extensive number of claims submitted by COIitractor(s) or others in connection with the work. '- 15. Services after issuance to the OWNER of final certificate for payment or in the absence of such certificate, more than 30 days after the date of Substantial Completion of the Work. 16. Provide assistance in the closing of any financial or related transaction for the PROJECT. 17. Provide assistance in connection with the refining and adjusting of any equipment or system. 18. Preparation of a set of reproducible record prints of Drawings showing those changes made during the construction process, based on the marked-up prints, drawings and other data furnished by Contractor(s) to CONSULTANT and which CONSULTANT considers significant. B. Operational Phase Services: a. Assist OWNER in developing systems and procedures for control of the operation and maintenance of and record keeping for the PROJECT. b. Assist OWNER in training OWNER1s staff to operate and maintain the PROJECT. b. Advise the Contractor or its superintendent immediately of the commencement of any work requiring a shop drawing or sample submission, or if such submission has not been approved by the OWNER. 5. Review of Work Reiection of Defective Work, Inspection and Tests: a. Conduct onsite observations of the work in progress to assist OWNER in determining if the work is proceeding in accordance with the contract documents and that completed work will conform to the contract documents. b. Report to the OWNER whenever RPR believes that any work is unsatisfactory, faulty, or defective or does not conform to the contract documents or does not meet the requirements of any inspections, tests, or approval required to be made, or has been damaged prior to final payment, and advise the OWNER when he believes work should be corrected or rejected or should be uncovered for observation or requires special testing, inspection, or approval. c. Verify that tests, equipment, and systems startups and operating and maintenance training are conducted as required by the contract documents and in presence of the appropriate personnel, and that Contractor maintains adequate records thereof; observe, record, and report to the OWNER appropriate details relative to test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the PROJECT, record the results ofthese inspections, and report to OWNER. 6. Interpretation of Contract Documents: Transmit to Contractor, OWNER's clarifications and interpretations of the contract documents. 7, Modifications: Consider and evaluate Contractor's suggestions for modifications in drawings or specifications and report them with RPR's recommendations to OWNER. Transmit to Contractor decisions as issued by OWNER. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, shop drawings and samples submissions, reproductions of original contract documents including all addenda, change orders, field orders, additional drawings issued subsequent to the execution of the contract, clarifications and interpretations of the contract documents, progress reports and other project related documents. b. Keep a diary or log book, recording hours on the job site, weather conditions, data relative to Contractor's questions or extras or deductions, quantities of materials installed on the PROJECT, list of visiting officials and representatives of manufacturers, fabricators, suppliers, and distributors, daily activities, decisions, observations in general and specific observations in more detail as in the case of the observing test procedures. Send copies to the OWNER. c. Record names, addresses, and telephone numbers of all contractors, subcontractors, and major suppliers of materials and equipment. 9. Reports: a. Furnish to OWNER, and required regulatory agencies periodic reports as required of the progress of the work and Contractor's compliance with the approved progress schedule and schedule of shop drawing submissions. b. Consult with the OWNER in advance of scheduled major tests, inspections, or start of important phases of the work. c. Report immediately to the OWNER upon the occurrence of any accident. d. Review and certify Contractor's payroll submittals for compliance with Federal law pertaining to classification and wage rates. 10. Payment Requests: Review applications for payment with Contractor for compliance with the established procedure for their submission and forward them with recommendations to the OWNER, noting particularly their relation to the schedule of values, work completed, and material and equipment delivered at the site but not incorporated in the work. 11. Certificates, Maintenance and Operation Manuals: During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed; and deliver this material to the OWNER for his review prior to final acceptance of the work. 12. Completion: a. Before the OWNER issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Conduct final inspection in the company of OWNER and Contractor and prepare a final list of items to be completed or corrected. c Verify that all items on final list have been completed or corrected and make recommendations to the OWNER concerning acceptance. C. Limitations of Resident Proiect Representative's Authority: Except upon written instructions of the OWNER, RPR: 1. Shall not authorize any deviation from the contract documents or approve any substitute materials or equipment. 2. Shall not exceed limitations of the CONSULT.ANT's authority as set forth in the contract documents. 3. Shall not undertake any of the responsibilities of Contractor, subcontractors, or Contractor's superintendent, or expedite the work. 4. Shall not advise on or issue directions relative to any aspect of the means, methods, techniques, sequences, or procedures of construction unless such is specifically called for in the contract documents. 5. Shall not issue directions as to safety programs in connection with the work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than Contractor. 7. Shall not participate in specialized field or laboratory tests, or inspections conducted by others except as specifically authorized by OWNER. .~ EXHIBIT B DUTIES. RESPONSffiILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE This is an exhibit attached to and made a part of the AGREEMENT between the OWNER and the CONSULTANT for Professional Consulting Services. Upon issuance of an appropriate Work Authorization for any PROJECT described in the referenced AGREEMENT, the CONSULTANT shall perform Resident Project Representative services in accordance with the following: A. General: Resident Project Representative (RPR) will be the OWNER IS agent at the site, will act as directed by and under the supervision of OWNER, and will confer with OWNER regarding RPR actions. RPR1s dealings in matters pertaining to the onsite work shall in general be only with the OWNER and Contractor, and dealings with subcontractors shall only be through or with the full knowledge of Contractor. B. Duties and Responsibilities ofRPR: 1. Schedules: Review the progress schedule, schedule of shop drawing submissions, and schedule of values prepared by Contractor and consult with the OWNER concerning acceptability. 2. Conferences and Meetings: Attend meetings with Contractor such as preconstruction conferences, progress meetings and other conferences as required in consultation with OWNER and notifY those expected to attend in advance. Prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as the OWNER IS liaison with Contractor, working principally through Contractor's superintendent and assist him in understanding the intent of the contract documents. b. As requested by the Contractor, assist in obtaining from the OWNER additional details or information, when required at the job site for proper execution of the work. 4. Shop Drawings and Samples: a. Record date of receipt of shop drawings and samples, receive samples which are furnished at the site by Contractor, and notify the CONSUL T ANT of their availability for examination. EXHIBIT C PAYMENTS AND MISCELLANEOUS PROVISIONS This is an exhibit attached to and made a part of the AGREEl\tIENT between the OWNER and the CONSULTANT for professional consulting services. SECTION I - PAYMENTS TO THE CONSULTANT The OWNER agrees to compensate the CONSULTANT for services performed in accordance with one of the following methods as hereinafter set forth. It is further agreed that such compensation includes both direct and indirect costs chargeable to the PROJECT under generally accepted accounting principles. The method of payment and the amount of payment for specified services shall be detailed in each Work Authorization. The receipt of an approved Work Authorization will constitute the CONSULTANT's Notice-to-Proceed. Unless otherwise approved in writing, the CONSULTANT is not to undertake any work prior to the receipt of an approved Work Authorization executed by the OWNER. A. Cost plus Fixed Fee Under this method of payment, the CONSULTANT's compensation will be equal to direct hourly cost times a factor to cover overhead plus direct non-salary expense and a fixed fee to cover profit. The cost may be more or less than estimated, but the fixed fee will neither increase nor decrease, unless there is a change in the scope, complexity, or duration of the work. In that event, the fixed fee would be subject to re-negotiation. Should the total cost be more than the estimated budget in an approved Work Authorization, a supplemental Work Authorization covering the additional costs of the particular task in question will be prepared by the CONSULTANT and submitted to the OWNER for review and approval. B. Hourlv Fee Schedule and Subconsultants Under this method of payment, the CONSULTANT's compensation will be based on actual hours worked, by discipline, times the fee schedule attached hereto as Exhibit "E", plus direct non-salary expenses, including the direct costs of sub consultants plus a lump sum administrative fee. A maximum total fee may be negotiated and included as part of the Work Authorization. C. Lump Sum For work that can be defined and delineated in advance, payment to the CONSULTANT will be made on the basis of a lump sum. The agreed lump sum shall represent full payment for all payroll, overhead, profit, and other direct non-salary expenses as hereinafter described. The lump sum will not increase nor decrease unless there is a change in the scope, complexity, or duration of the work. In that event, the lump sum would be subject to re-negotiation, and CONSULTANT will prepare and submit a supplemental Work Authorization for OWNER approval. ;, " D. General 1. Payments to the CONSULTANT on account of the above fees are payable upon receipt and are past due forty-five (45) days after the date of invoices. Amounts not paid within 45 days of invoice date are delinquent and OWNER agrees to pay a late payment fee in the amount of 1 % per month or the maximum late payment fee permitted by applicable law (whichever is less) on any unpaid amount for each month, or fraction thereof, that such payment is delinquent unless a written dispute of said invoice is delivered to CONSULTANT. Invoices shall be submitted periodically for the amount of work carried out in that period. The OWNER shall not retain any amounts due from the CONSULTANT's invoices except for any portion disputed as set forth above. 2. The following definitions will apply to the payments for services. a. Salary Cost - For purposes of this AGREEl\t1ENT, direct salary cost is defined as the current actual cost of salaries of personnel for the time directly chargeable to the PROJECT. b. Overhead - For the purpose of this AGREEMENT, overhead shall be billed in accordance with standard and customary practices of the industry. For billing under the cost plus fixed fee method of payment, overhead as defined herein shall be direct salary cost times the current overhead rate of the CONSULTANT when the Work Authorization is signed. c. Direct Non-salary Expenses - These generally include items of expense directly chargeable to the PROJECT and substantiated by appropriate documentation. Typical items may include the cost of sub consultants, living and traveling expenses of employees outside of Indian River County, Florida, communications expense, postage, reproduction, identifiable supplies and other items that can be identified with the PROJECT. SECTION IT - MISCELLANEOUS PROVISIONS A. Estimates: Since the CONSULTANT has no control over the cost of labor and materials or over competitive bidding and market conditions, the estimates of construction cost provided for herein are to be made on the basis of his experience and qualifications, but the CONSULTANT does not guarantee the accuracy of such estimates as compared to the Contractor' s bids or the PROJECT construction cost. B. Extra Work: It is mutually understood and agreed that the OWNER will compensate the CONSULTANT for services resulting from significant changes in general scope of the PROJECT or its design, but not necessarily limited to, changes in size, complexity, project schedules, character of construction, revisions to previously accepted studies, reports, design documents for contract documents and for preparation of documents for separate bids, when such revisions are due to causes beyond the CONSULTANTs control and when requested and authorized by the OWNER. Compensation for such extra work when authorized by the OWNER shall be established in each Work Authorization. CONSULTANT shall promptly notify OWNER in writing of all extra work or cost variations on the PROJECT prior to undertaking said work. C. Reuse of Documents: All documents including drawings and specifications prepared by the CONSULTANT pursuant to this AGREEI\1ENT are instruments of service with respect to the PROJECT. They are not intended or represented to be suitable for reuse by OWNER or others on extensions of the PROJECT or on any other PROJECT. Any reuse without written verification of suitability or adaptation by CONSULTANT will be at OWNER's sole risk and with no liability or legal exposure to CONSULTANT. Any such verification or adaptation will entitle CONSULTANT to further compensation at rates to be agreed upon by OWNER and CONSULTANT. Notwithstanding these provisions the OWNER shall be provided upon request a reproducible copy of any drawing produced under this AGREEMENT at the cost of reproduction, and will be permitted full use of such documents subject to the limitations set forth herein. D. Responsibility of the CONSULTANT: 1. The CONSULTANT shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and other services furnished by the CONSULTANT under this AGREEMENT. 2. Approval by the OWNER and other agencies of drawings, designs, specifications, reports. and incidental engineering work or materials furnished hereunder shall not in any way relieve the CONSULTANT of his responsibility for the technical adequacy of his work except as to matters involving peculiar conditions or uses of the property known to the OWNER or other agencies but not to the CONSULTANT. 3. The CONSULTANT shall not be responsible for any time delays in the PROJECT caused by the loss or destruction of any portion of the PROJECT including, but not limited to, fire, theft, smoke, storm, vandalism, sudden or accidental damage from irregularities in electrical current, or any other circumstance beyond the CONSULTANT'S control. " B. Responsibility of OWNER: As a part to this AGREEJ\1ENT, the OWNER shall: 1. Make available for the CONSULTANT's use all record drawings, maps, information as to unusual conditions or practices affecting the CONSULTANT's services, soil data, etc., that are readily available to the OWNER. 2, Designate a person to act with authority on the OWNER's behalf and respond in a timely manner to submissions by the CONSULTANT providing approvals and authorizations as appropriate so that work may continue at a normal pace. 3. Pay all costs associated with special services authorized by the OWNER and all costs associated with obtaining bids from Contractors, including but not limited to cost of printing, postage and public notice advertisement. 4. Furnish such accounting, insurance and legal counseling services as OWNER may require for this PROJECT. Obtain advice of an attorney, insurance counselor or other consultants as OWNER deems appropriate for examination of the Contract Documents prepared by CONSULTANT. 5. Pay all costs incidental to compliance with requirements of these paragraphs 1 through 4. F. Termination: L This AGREEMENT may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to ful:fill its obligations under this AGREElVIENT through no fault of the terminating party provided that no such termination may be effected unless the other party is given: a. Not less than 10 calendar days written notice of intent to terminate; and, b. An opportunity for consultation with the terminating party prior to termination. 2. This AGREEMENT may be terminated in whole or in part in writing by either party without cause on sixty (60) days written notice. 3. Upon receipt of a termination notice, the CONSULT ANT shall promptly discontinue all services affected (unless the notice directs otherwise) and deliver or otherwise make available to the OWNER all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the CONSULTANT in performing this AGREEl\1ENT whether completed or in process. " ; . 4. If this AGREEMENT is tenninated by either party, the CONSULTANT shall be paid for services rendered pursuant to this AGREEMENT. If termination of the AGREEMENT occurs at the conclusion of one phase and prior to authorization of the OWNER to begin the next phase, payment by the OWNER of the completed phase shall be considered full compensation due the CONSULTANT. G. Audit: Access to Records 1. The CONSULTANT shall maintain books, records, documents, and other evidence directly pertinent to the work under this AGREEMENT in accordance with generally accepted accounting principles and practices. The OWNER or any regulatory agency with an interest in the work shall have access to any books, documents, papers, records, and other evidence for the purpose of examination, audit, excerpts, and transcriptions. 2 Records described above shall be maintained and made available during the performance under this AGREEMENT and for a period of three years after the OWNER makes final payment and all other pending matters are closed. H. Headings The headings of the Exhibits, Sections, Schedules, and Attachments as contained in this AGREEMENT are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Exhibits, Sections, Schedules, and Attachments. 1. Assignment CONSUL T ANT acknowledges that its services are unique and personal and its rights under this AGREEMENT may not be assigned or its duties or obligations delegated without the express written consent of OWNER. J. Nondiscrimination: 1. The CONSUL T ANT, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, national origin or sex in the selection and retention of subcontractors, including procurement of materials and of leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by law, including employment practices. 2. In all solicitations either by competitive bidding or negotiation made by the CONSUL T ANT for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the CONSULT ANT of the CONSULT ANT 's obligations under this contract relative to non-discrimination on the grounds of race, color, or national origin. <I 3. Sanctions for Noncompliance: In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this contract, the OWNER shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: a. Withholding of payments to the CONSULTANT under the contract until the CONSULTANT complies, and/or b. Cancellation, termination, or suspension of the contract, in whole or in part. 4. Incorporation of Provisions: The CONSULTANT shall include the provisions of this subsection in every subcontract, including procurements of materials and leases of equipment, unless exempt by law. The CONSULTANT shall take such action with respect to any subcontract or procurement as the OWNER may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULT ANT may request the OWNER to enter into such litigation to protect the interests of the OWNER. KRA URG VERO 14100.3 , , .. 10/0.3/00 TOE 12: 52 FAX 561 562 9689 . ~=~ 1 Kimley-Horn and Associates, Inc. RATE SCHEDULE FOR THE CITY OF SEBASTIAN CLASSlFlCATION RATE Principal Engineer (F.E,) ... ....... ...... ........... ......................................... ....... ... 1S0.00 Project Manager..... ............ ..... ...... .......... ........................................ ........ ...... 120.00 Project Engineer (p .E.) .............................. ......................................... .......... 100.00 Project Engineer ...... .... ...... ....... :......... ............................. ................... ..... .......85.00 Registered Land Surveyor. ..... ...... ............... .......... ...................... ..... ............ 100.00 Biologist ....... .......'.......... .... ............. ....................... ...... ............... .......... .......... 85.00 Engineering Technician - Jnspec:tor ........................... ..................... ................65.00 Enc.crineering Technician - CADD ................................................................... 75.00 Engineering TecbnicianlDraftsroan ................. .................................... ........... 65.00 Survey Field Crew . ...... ...... ................... ......... ................................... ...... ........45.00 Survey , Technician CADD............ .... .................... ........... ... ................. .... ....... 75.00 Administrative Personnel Clerical.. .............................. ....................... ...........48.00 . , EXHIBIT D SAMPLE WORK AUTHORIZATION FORM CITY OF SEBASTIAN, FLORIDA Work Authorization for Professional Services Project Identification: Work Authorization No. : IT IS AGREED to undertake the following work in accordance with the provisions of our Master Agreement for Professional Services dated November ~ 2000: Description of Assignment: Basis ofCompensation/Period of Services (Attachment - Supporting Data for Budget): AGREED as to scope of services, time schedule, and budget this _ day of ,2001: CITY OF SEBASTIAN, a Florida municipal corporation KIMLEY-HORN AND ASSOCIATES, me. By: Its: By: Terrence R Moore, City Manager (Seal) Attest: Approved as to F onn and Content for Reliance by the City of Sebastian Only: Sally A. Maio, CMC City Clerk (Seal) Rich Stringer, City Attorney