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HomeMy WebLinkAbout2002 - WCG Inc Contract PROFESSIONAL SERVICESAGREEMENT THIS AGREEMENT made this ~ay of June, 2002, by and between the CITY OF SEBASTIAN, a municipal corporation of the State of Florida, 1225 Main Street, Sebastian, Florida, 32958, ("City") and WCG, INC., a FLORIDA corporation authorized to do business in the State of Florida, 630 North Wymore Road, Suite 370, Maitland, Florida 32751, {"Consultant.") WHEREAS, the City desires to engage a consultant who has special and unique competence and experience in providing engineering services for roadway reconstruction design; and, WHEREAS, the Consultant represents that it has such competence and experience in providing these services; and, WHEREAS, the City in reliance on such representation has selected the Consultant in accordance with the requirements of law; and, WHEREAS, the City and writing their understanding services. IT IS, THEREFORE, AGREED as 1. Recitals. The above the Consultant desire to reduce to and agreements on such professional follows: recitals are incorporated herein as if set forth in their entirety. 2. Agreement: The Consultant and the City understand and agree that this Agreement shall cover services, as described in Exhibit A, which is attached hereto and incorporated herein by which the Consultant is providing to the City of respect to the Louisiana ~venue Improvements from This Agreement is not an employ other consultants, services for the is in the public this reference, Sebastian with C.R. 512 to Main Street("Project"). exclusive agreement and the City may professional or technical personnel to furnish City as the City in its sole discretion finds interest. 3. Employment of Consultant: The City hereby agrees that it may engage the Consultant and the Consultant hereby agrees to perform professional services for the City in accordance with this Agreement. The Consultant's services are enumerated in Exhibit A ("Scope of Services"). 4. Project Schedules: The Consultant shall services outlined under Paragraph 3 of this Agreement manner consistent with the assignment schedules agreed upon by the City and the Consultant. perform the in a timely as mutually 5. Joint Cooperation: Close collaboration and cooperation shall be maintained by the Consultant with representatives of the City and the City will be entitled at all times to be advised, at its request, of the status of Work and of the details thereof. The City shall furnish to the Consultant all pertinent existing information deemed necessary by the Consultant to be relevant to the execution of the Work. The City will have the right to inspect the Work of the Consultant at any time. Either party to this Agreement may request and be granted a conference. 2 6. Termination: The provisions of this Agreement may be terminated by the City with or without cause. If terminated without cause by the City, at least thirty (30) days written notice of such termination shall be given to the Consultant. (1) In the event the City without cause abandons, terminates or suspends this Agreement, the Consultant shall be compensated for services rendered up to the time of such termination on a quantum meruit basis and documents generated by the Consultant shall remain the property of the City as outlined in Paragraph 12. (2) In the event the Consultant terminates this Agreement without cause, all tracings, plans, specifications, maps, computer programs and data prepared by the Consultant under this Agreement shall be considered property City may enter into an agreement with others of the work under this Agreement and the Consultant harmless for the work of others. of the City. The for the completion will be held hourly rate with fee maximums in Exhibit "A" (Compensation) 8. Payments: The statements for services rendered. 9. Reimbursement of Costs: Compensation: The City will pay the Consultant an capped at $113,598.50, as described attached hereto. Consultant shall submit monthly included within the agreed hourly, no additional The Consultant's expenses are expenses shall be reimbursed without written amendment of this Agreement. 10. Term: This Agreement shall commence on the day it is executed by both parties and the term of the Agreement shall extend until the Project is complete. 11. Covenant Against Contingent Fees: The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this paragraph, the City shall have the right to terminate the Agreement without liability and, at its discretion, deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 12. Right to Work Products: No reports, data, programs or other material produced in whole or in part under this Agreement shall be subject to copyright by the Consultant in the United States or in any other country. The City or its assigns shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, programs or other material prepared under this Agreement. All tracings, plans, specifications, maps, computer programs and data 4 prepared or obtained under this Agreement shall remain the property of the City and are strictly for use on this project. Any use of any plans and specifications by the City except the use reasonably contemplated by the City at the time the City entered this Agreement will be at the City's risk and Consultant, its officers, directors and employees will be held harmless from such use. 13. Personnel: The Consultant represents that it will secure at its own expense all personnel and sub-consultants required for services which are necessary as described under Exhibit "A" of this Agreement. All services described under Exhibit "A" of this Agreement shall be performed by the Consultant or sub-consultant and all persons engaged in work under the Agreement shall be qualified to perform such services and authorized under federal, state and local laws to perform such services. Personnel who perform services under this Agreement shall not be employees of the City. 14. Responsibility of the Consultant: (a) 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. compensation, drawings, The Consultant shall, without additional correct or revise any errors or deficiencies in his specifications, reports and other services. 5 (b) Approval by the City of drawings, specifications, reports and incidental work or materials furnished hereunder shall not in any way relieve the Consultant of responsibility for the technical adequacy of the Work unless work product was based upon errant information provided by the City or its representatives. The City's review, approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and the Consultant shall be and remain liable in accordance with applicable law for damages to the City caused by the Consultant's negligent performance of any of the services furnished under this Agreement. (c) Evaluations of the City's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by represent the Consultant's' best judgment the Consultant, as a designed professional familiar with the construction industry. It is recognized, however, that neither the Consultant nor the City competitive Accordingly, has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over bidding, market or negotiating conditions. the Consultant cannot and does not warrant or represent that bids or negotiated prices will not vary from the City's's Project budget or from any estimate of Construction Cost 6 or evaluation prepared or agreed to by the Consultant. (d) The rights and remedies of the City provided for under this Agreement are in addition to any other rights and remedies provided by law. 15. Subcontracts and Assignability: The Consultant shall not assign any interest in the work orders or this Agreement and shall not transfer any interest in the same without the prior written consent of the City. Any sub-contracts or other work which is performed by persons or firms other than the Consultant under this Agreement or any work orders shall have prior written the City Manager. Any subcontracts or outside in approval of associates or consultants required by the Consultant connection with services covered by this Agreement or any work orders must be specifically approved by the City Manager. 16. Truth-In-Negotiation: In accordance with the provisions of Chapter 287.055, Florida Statutes, the Consultant agrees to execute a truth-in-negotiation certificate and agrees the original contract price and any additions may be adjusted to exclude any significant sums by which the contract price was increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. Others: No officers, 17. Interest of Members of City and members or employees of the City and no members of its governing body, and no other public official of the governing body of the 7 locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying relating or have out of this project, shall participate in any decision to this Agreement which affects his personal interest, any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. 18. Certification of Restrictions on Lobbying: The Consultant agrees that no Federal appropriated funds have been paid or will be paid by or on behalf of the Consultant to any person for influencing or attempting to influence any officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, Grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid by the Consultant to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with any FDOT Joint Participation Agreement, the undersigned shall complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying" 19. he presently has no direct or indirect, in accordance with its instructions. Interest of Consultant: The Consultant covenants that interest and shall not acquire any interest, which shall conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed. The Consultant shall not undertake any professional work which conflicts with his duties as the City's Consultant without the prior written consent of the City during the term of this Agreement. Any work where the Consultant can reasonably anticipate that it may be called to testify as a witness against the City in any litigation or administrative proceeding will constitute a conflict of interest under this Agreement. 20. Compliance With agrees to comply with all providing services under Consultant to adhere to the Law: The Consultant expressly known laws and regulations relating to this Agreement. The failure of the any known law or regulation pertaining to furnishing services under this material breach of this Agreement. 21. Waiver: The waiver Agreement shall constitute a by the City of any of the Consultant's obligations or duties under this Agreement shall not constitute a waiver of any other obligation or duty of the Consultant under this Agreement. 9 person or Statutes, has been to July 1, 1989, 22. Public Entity: The Consultant shall file a sworn statement with the City which is Attachment I, stating whether a affiliate as defined in Section 287.133 (1), Florida convicted of a public entity crime subsequent in accordance with the provisions of Section 287.133 of the Florida Statutes. 23. Releases: Upon the satisfactory completion of any Work performed under a work order and prior to final payment under such work order for the work, or prior to settlement upon termination of this Agreement and as a condition precedent thereto, the Consultant shall release of all claims against of the work order. 24. Indemnification: save harmless the execute and deliver to the City a the City arising under or by virtue The Consultant shall indemnify and City, its agents, servants, and employees from and against claims, liability, losses, or causes of action to the extent arising from any misconduct, negligent act, or omission of the Consultant, its agents, servants or employees in the performance of services under this contract. As specific the City by the amount of one ($1.00) consideration for the indemnification provided Consultant hereunder, the City shall pay the by credit upon receipt by the Consultant of this signed contract. 25. Drug-Free Workplace: The contract documents also lO consist of the "Drug-Free Workplace Form" which is in accordance with Florida Statute 287.089 and must be signed. 26. City's Responsibilities: (a) The City shall designate a representative authorized to act on the City's behalf with respect to the Project. The City or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Consultant in order to avoid unreasonable delay in the orderly and sequential progress of the Consultant's's services. (b) Prompt written notice shall be given by the City to the Consultant if the City becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. If the Project is suspended by the City (c) than thirty compensated suspension. compensation (30) consecutive days, the Consultant for services performed prior to notice When the Project is resumed, the for more shall be of such Consultant's for expenses (e) In the event of Consultant, the performed prior Consultant shall to termination, 11 termination not the fault of the be compensated for services together with Reimbursable shall be equitably adjusted to provide incurred in the interruption and resumption of the Consultant's's services. (d) Failure of the City to make payments to the Consultant in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. Expenses then due. (f) Payments are due and payable thirty (30) days from the date of the Consultant's's invoice. Amounts unpaid sixty (60) days after the invoice date shall bear interest at the legal rate prevailing from time to time at the principal place of business of the Consultant. 27. This Agreement shall be governed by the laws of the State of Florida. 28. This Agreement shall not be construed against the party who drafted the same, as both parties have obtained experts of their choosing to review the legal and business adequacy of the same. 29. Insurance Requirements: The Consultant agrees to carry insurance as outlined in Exhibit "B" ("Certificate of Insurance"). The insurance company selected shall be A+ or better per the Best's Key Rating Guide. The Consultant and the insurance company shall agree to furnish the City thirty (30) days written notice of intent to terminate said insurance. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. 12 ATTEST ~SEkL): Sally ~. M~, CM~C City Clerk T~~F SEBASTIAN Approved as to form and legality for reliance by the City of Sebastian only: Rich Stringer, Clt~ Attorney Signed, sealed and delivered in the presence of: CONSULTANT Name :"-2~'/D Title 13