HomeMy WebLinkAbout1991 10 23 - Negotiation ContractAWN ; 7...
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CONTRACT
This CONTRACT is made and entered into this Q -? day of QLf• ,
1991, by and between the CITY OF SEBASTIAN, FLORIDA, hereinafter referred to as the
"City", and HARTMAN AND ASSOCIATES, INC., hereinafter referred to as the
"Consultant".
WHEREAS, the City desires to have a consultant to assist the City administration with the
project regarding negotiations with Indian River County, utility service and franchise matters,
the acquisition of General Development Utilities, Inc., and other utility matters; and
WHEREAS, the City desires to employ the Consultant in connection thereof upon the terms
and conditions hereinafter set forth, and the Consultant is desirous of obtaining such
employment and has represented that it is qualified and competent to perform such services
upon said terms and conditions; and
WHEREAS, the City has complied with the requirements of 287.055 Florida Statutes,
commonly referred to as the Consultant's Competitive Negotiations Act.
NOW THEREFORE, in consideration of the mutual covenants and agreement hereinafter
contained, the receipt and sufficiency of which are hereby acknowledged, it is agreed by law
and between the parties hereto as follows:
1. SCOPE OF PROFESSIONAL SERVICES: The consultant shall diligently
and in a timely manner perform professional services as requested by the City as described in
Exhibit "A", Engineering Scope of Services for the Utility Franchise, General Development
Utilities, Inc. Acquisition, and other projects.
2. TERM OF THE CONTRACT: Unless terminated sooner pursuant to the
provisions of the "TERMINATION OF CONTRACT" clause contained in paragraph 6 herein,
and subject to the availability of appropriated funds, this Contract shall take effect immediately
upon its execution by both parties, and is to continue in force.
3. PAYMENT:
A. The City agrees to pay the Consultant for the services described in Exhibit "A"
and Exhibit "B" at the Consultant's current hourly rate as identified in Exhibit C, upon
submission of documentation as to services performed, time expended, and by whom.
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B. The Consultant shall be reimbursed for reasonable out-of-pocket expenses per
Section 112.061 F.S.
C. In the event that additional outside services are required due to unforeseen
conditions, the Consultant shall:
1) Obtain a written proposal from the firm designated to render the
required -services and submit said proposal to the City for written approval.
2) If the services are such that registration is required to perform them, the
Consultant shall select a firm that is registered in the State of Florida.
3) If the proposal is approved in writing by the City, the Consultant shall
enter into a contract with the firm for the furnishing of such services in accordance with the
proposal.
4) The Consultant shall furnish two (2) copies of all reports for all such
required services to the City.
5) Upon approval by the City of such reports, the City shall reimburse the
Consultant for the cost of said services, which cost shall not exceed the amount of the contract.
6) Services rendered by the Consultant is in connection with the
coordination of these additional services and shall be considered within the basic contract, and
no additional fee will be due the Consultant.
D. At the end of each four-week period, the Consultant shall submit an invoice for
payment of services rendered during that month. Upon receipt of and approval by the City of
Sebastian of the monthly invoice, the Consultant shall be paid within thirty (30) days.
4. CITY'S RESPONSIBILITY: The City shall:
A. Furnish the Consultant with any existing data, plans, profiles, and other
engineering issues on file with the City, all of which shall be and remain the property of the
City and shall be returned to the City upon completion of the services to be performed by the
Consultant.
B. Promptly respond to requests and consider recommendations by the Consultant.
5. CITY'S DESIGNATED REPRESENTATIVE: It is understood and agreed
that the City designates the City Manager or his designee to represent the City in all matters
pertaining to and arising from the work and performance of this contract.
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.% Aaft,
6. CHANGES IN SCOPE: The City may, from time to time, request changes in
the scope of services of the Consultant to be performed hereunder. Such changes, including
any increase or decrease in the amount of the Consultant's compensation, shall not be binding
unless mutually agreed upon by and between the City and the Consultant and incorporated in
written amendments to this contract.
7. TERMINATION OF THE CONTRACT: The City shall have the right at any time
upon thirty (30) days written notice to the Consultant to terminate the services of the
Consultant hereunder, and, in that event, the Consultant shall cease work and shall deliver to
the City all documents (including reports, surveys, plans, tracings specifications and all other
data and material) prepared or obtained by the Consultant in connections with its services
hereunder. The City shall upon delivery of the aforesaid documents, pay to the Consultant and
the Consultant shall accept as full payment for its services hereunder a sum of money equal to:
less,
A. The fee for each authorized and completed activity, plus,
B. The percentage of the work done in any authorized but uncompleted activity,
C. All previous payments.
8. NON-EXCLUSIVE CONTRACT: The City reserves the right at its sole
discretion to enter into contracts with other Consultants to provide similar services as those
identified in Exhibit "A".
9. LIABILITY OF THE CONSULTANT: The Consultant hereby does hold the
City harmless of any and all claims, actions, or suits to the extent caused by the negligence of
the Consultant in the performance of professional services hereunder.
10. INSURANCE:
A. The Consultant shall procure and maintain during the term of this contract insurance
approved by the City of Sebastian of the following types:
1) Worker's Compensation: For all of the Consultant's employees engaged
in work on the projects under this contract. In case any employee engaged in hazardous work
on the project is not protected under the Worker's Compensation Statute, the Consultant shall
provide Employer's Liability Insurance for the protection of such of his employees not
otherwise protected under such provisions.
Coverage A - Worker's Compensation - Statutory
Coverage B - Employer's Liability - $100,000.00
2) Liability: Comprehensive General Liability Insurance including, but not
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limited to:
a) Independent Contractor's Liability
b) Contractual Liability
c) Personal Injury Liability
The minimum primary limits shall be no less than $500,000/$500,000 Bodily Injury Liability,
and no less than $250,000 Property Damage Liability, or $500,000 Combined Single Limit
Liability, or higher limits if required by the Excess Liability Insurer. The City of Sebastian
shall be named additional insured.
3) Automobile Liability: Automobile Liability Insurance including all owned, hired, and
non -owned automobiles. The minimum primary limits shall be no less than
$500,000/$500,000 Bodily Injury Liability, and no less than $250,000 Property Damage
Liability, or no less than $500,000 Combined Single Limit Liability, or higher limits if
required by the Excess Liability Insurer. The City of Sebastian shall be named as additional
insured.
4) Professional Liability: Professional Liability Insurance covering
professional services rendered in accordance with this contract in an amount not less than
$1,000,000.
B. Certificates of Insurance: The Consultant shall furnish to the City certificates of
insurance allowing thirty (30) days written notice of any change, cancellation, or non -renewal.
Such certificates shall contain the following wording: "SHOULD ANY OF THE ABOVE
DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE
THEREOF, THE ISSUING COMPANY WILL MAIL THIRTY (30) DAYS NOTICE TO
THE CERTIFICATE HOLDER NAMED HEREIN". If the insurance policies expire during
the term of this contract, a renewal certificate shall be filed with the City thirty (30) days prior
to the renewal date. The City may , at its sole option, request and obtain copies of any and all
actual insurance policies for review and possible rejection.
11. NEGOTIATION DATA: The Consultant hereby certifies, covenants, and
warrants that wage rates and other factual unit costs supporting the compensation provided in
paragraph one (1) are accurate, complete, and current as of the date of negotiation. Records
of costs incurred under the terms of this contract shall be maintained by the Consultant and
made available to the City during the term of this contract for one (1) year after the final
payment is made. Copies of these documents and records shall be furnished to the City
without cost.
12. OWNERSHIP OF DOCUMENTS: It is understood and agreed that all
documents, including detailed reports, plans, original tracings, specifications, and all other
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data, prepared or obtained by the Consultant in connection with its services hereunder shall be
delivered to, and shall become the property of the City. The Consultant shall not be liable for
use by the City of said documents or data if modified in any manner without written approval
of the Consultant.
13. WORK COMMENCEMENT/PROGRESS/DELAYS:
A. The services to be rendered by the Consultant shall be commenced subsequent
to the execution of this contract and upon written notice from the City Manager, or his
designated representative.
B. The Consultant agrees to abide by the schedule for performance of the
contracted service, with milestones for significant elements. The City will be entitled to be
advised in writing, at its request, as to the status of the work being done by the Consultant and
of the details thereof.
C. In the event that there are delays on the part of the City or regulatory agencies
as to the approval of any of the plans, permits, and drafts of special provisions submitted by
the Consultant which delay the project(s) schedule completion date, the City shall grant to the
Consultant in writing an extension of the contract time equal to the aforementioned delays.
The City shall be solely responsible for determination of whether any extension of contract
time should be awarded the Consultant.
D. The Consultant shall maintain an adequate and competent staff of professionals
and may associate with other qualified firms for the purpose of rendering service hereunder,
without cost to the City and upon approval by the City. The Consultant, however, shall not
sublet, assign, or transfer any work under this contract without the written consent of the City.
14. STANDARDS OF CONDUCT:
A. The Consultant warrants that he has not employed or retained any company,
person, other than a bona fide employee working solely for the Consultant to solicit or secure
this contract 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 of this contract.
B. Consultant covenants that it or any of its employees presently has no interest
and shall not acquire any interest, direct or indirect, financial or otherwise, that would conflict
in any manner or degree with performance of services hereunder.
C. Standards of Conduct - Conflict of Interest; The Consultant covenants and
agrees that it and its employees shall be bound by the Standards of Conduct provided in
Section 112.313, Florida Statutes, as it relates to work performed under this contract, which
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standards will by reference be made a part of this contract as though set forth in full. The
Consultant agrees to incorporate the provisions of this paragraph in a subcontract into which it
might enter with reference to the work to be performed.
D. The City reserves the right to cancel and terminate this contract without penalty,
in the event that the Consultant or any employee, servant, agent of the Consultant is indicted
or has direct information issued against him for any crime arising out of or in conjunction with
any work being performed by the Consultant for or on behalf of the City. It is understood and
agreed that in the event of such termination fees will be paid in conjunction with paragraph six
(6) hereof. The City also reserves the right to terminate and cancel this contract in the event
that the Consultant shall be placed in either voluntary or involuntary bankruptcy or an
assignment has been made for the benefit of creditors.
E. The Consultant covenants and agrees that during the term of this Contract, that
should the Consultant enter into a business relationship which could constitute a conflict of
interest, the Consultant will immediately notify the City of such conflicts.
15. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS: The
Consultant shall comply with all Federal, State, and Local Laws and Ordinances applicable to
the work or payment for work thereof, and shall not discriminate on the ground of race, color,
religion, sex, or national origin in the performance of the work under this contract.
16. ASSIGNABILITY: The Consultant shall not assign any interest in the
contract, and shall not transfer any interest in same (whether by assignment or novations)
without the prior written approval of the City, provided that claims for the money due, or to
become due the Consultant from the City under this contract may be assigned to a bank, trust
company, or other financial institution, or to a Trustee in Bankruptcy, without such approval.
Notice of any such assignment or transfer shall be furnished promptly to the City.
17. INDEPENDENT CONTRACTOR: It is hereby mutually agreed that the
Consultant is and shall remain an independent contractor and not an employee of the City.
18. CONTROLLING LAW: All questions pertaining to the validity and
interpretation of this Contract shall be determined in accordance with the laws of Florida
applicable to contracts made and to be performed within the State. Venue shall rest solely in
Indian River County, Florida.
19. ENTIRE AGREEMENT: This Contract constitutes the entire agreement
between the parties with respect to the subject matters. All prior agreements, representations,
statements, negotiations, and undertakings are hereby superseded. Any alterations or
variations of the terms of this contract shall not be valid unless made in writing and signed by
the parties. If any term or provision of this Contract shall be found by a court of competent
Jurisdiction to be illegal or unenforceable, then, notwithstanding, the remainder of this
Contract shall remain in full force and effect.
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10--
20. ATTORNEY'S FEES: If the City is required to institute or defend any legal
proceedings in connection with this contract, the Consultant agrees to pay the cost thereof,
together with reasonable attorney's fees for the City's attorney in the event that such legal
proceedings are terminated in favor of the City.
IN WITNESS THEREOF, the parties have hereto caused the execution of these
documents, the year and date first written above.
CITY OF SEBASTIAN, Florida
City Cl&k Mayor $1GNE� UNDER PROTEST
1S�.LO�d R3QPIf1 Q3K IS /I
HARTMAN & ASSOCIATES,
APPROVE 10 FO .
By: i
,4�t,,,,tCity Attorney
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HARTMAN & ASSOCIATES, INC.
ENGINEERING SCOPE OF SERVICES FOR
UTILITIES PROJECT
A. GDU UTILITY FRANCHISE, COUNTY AGREEMENTS AND NEGOTIATIONS
PHASE
1. Represent the City in negotiations with Indian River County regarding utility
matters.
2. Provide engineering review of the outstanding franchise agreements with regard
to negotiations with the County and/or GDU.
3. Assist in the reverting of the GDU Franchise and all other inside the City
franchising authority to the City from the County.
4. Assist in the preparation of a City franchise granted to the County to operate
within the City.
5. Assist in the negotiations of a service area agreement for both the City and
County.
6. Assist in the negotiations of a wholesale agreement between the City and
County for water and wastewater services.
7. Assist in the Comprehensive Plan amendments showing service areas, levels of
service and cooperation between City and County planning entities.
B. GDU EVALUATIONMEARING DOCUMENTATION PHASE
1. Service Area Analysis - Review and analyze the existing Florida Public Service
Commission (FPSC) franchise area, the surrounding utility service areas,
historical and projected population, existing and proposed land uses, existing
and proposed comprehensive planning information, and delineate the historical
and projected customer base.
2. Review of Other Appraisals and Data - As obtained by HAI, consultants and the
City, review previous appraisals and gather data from the Florida Public Service
Commission (FPSC), the utility, the Florida Department of Environmental
Regulation (FDER), the Water Management District (WMD) and public entities
involved and GDU annual reports, audits, maps, drawings and records as
necessary for the work.
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3. Water and Wastewater System Criteria - Establish levels of service provided,
customer unit flow rates and flow ratios. Review design standards and criteria
with respect to Comprehensive Planning requirements.
4. Inventory and Inspection of System Assets - From data supplied, prepare a
comprehensive inventory of system assets with identification of age, condition
and value. Inspect major, above -ground assets to determine general condition.
Review water loss records for indication of system deficiency areas. Prepare
"USEPA - Table -Top" inflow and infiltration analyses and comparison with
industry standards. Preparation of comprehensive listing of assets and
depreciated replacement value. Preparation of comprehensive water system
map and wastewater system map.
5. Regulatory Considerations - Summarize the permitting, regulatory and general
areas of authority for the FPSC, WMD, FDER, USEPA and other applicable
entities.
6. Capacity Analysis - Analyze the major components of the water and wastewater
systems for the design, permitted and available capacity grouped as follows:
Water System
o Supply
o Treatment
o Transmission, Storage and High Service Pumping
Wastewater System
o Collection/Transmission
o Treatment
o Effluent Disposal
7. Capacity/Customer Expansion Potential Analysis - Generally, evaluate the
expansion potential of the major assets of the utility and provide preliminary
estimates of cost for expansion.
8. Preliminary Chapter 180.301 Information Engineer shall obtain and transmit to
the Client the following:
A. The most recent available income and expense statement for the utility.
B. The most recent available balance sheet for the utility, listing assets and
liabilities and clearly showing the amount of contributions-in-aid-of-
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construction and the accumulated depreciation thereon.
C. A statement of the existing rate base of the utility for regulatory
purposes.
D. The physical condition of the utility facilities being purchased or sold.
E. A typical purchase or sales terms and conditions example.
F. The general impacts of the purchase or sale on utility customers, both
positive and negative.
G. A summary of any additional investments requited.
H. The alternatives to the purchase or sale and the potential general impact
on utility customers if the purchase or sale is not made.
I. The management options available to the City to provide and maintain
high-quality and cost-effective utility service.
J. Preparation of hearing briefing document and hearing presentation.
9. A summary of the advantages and disadvantages of the potential investor-owned
utility acquisition.
10. Disclosures of the findings of the activities relative to records, ownership of
assets, facilities, operations, regulation, and other aspects as discovered.
11. Recommendations based upon the above activities whether or not to proceed
with system acquisition.
12. Financial and Management Analysis Presentation of tariff schedule and
company policy, standards and organization. Review and analysis of previous
revenues for a five-year period. Review and analysis of previous expenses for a
five-year period. Summarize operating results. Comment on management
qualifications and financial status of utility.
13. Replacement Cost Valuation - Utilizing the work and determinations previously
conducted in items one through eight, prepare a comprehensive replacement
valuation section documenting the replacement cost and depreciation of gravity
sewers, manholes, pump stations, force mains, treatment plant, structures,
inventory and assets on hand, piping, excavation, fill, site work, drainage,
paving, effluent disposal facilities, miscellaneous wastewater, water services,
meters, water mains and valves, hydrants, stock and equipment, treatment
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facilities, storage, high -service pumping, site work, water supply wells and raw
water piping and miscellaneous water system Assets. Estimate the value of land
and easements. Determine the value of engineering and construction -in -
progress. Comment on the value of records, permits, customer service, going
concern, good will and intangible assets. Document the value of customer
commitments, agreements and contracts. Provide an estimate of vendor
balances, accounts receivable, prorated taxes and insurance, contractual
services, customer deposits and billing cycle receivables. Present organizational
costs, franchise area costs and other capitalized costs. From the above,
determine the replacement value of the utility.
14. Utility Pro Forma Valuation - Develop a five-year and twenty-year pro forma
for system operations utilizing the anticipated customer growth rate.
Incorporate the anticipated revenues, capital contributions, fees and adjustments
for the utility. Estimate the operational debt retirement and capital cash outlay
expenses for the utility. Provide notes for the capital costs and adjustments for
operational costs. Match a method of finance with the pro forma available
revenues to determine a fundable value for the utility.
15. Line Item and Rats Base Comparison with Similar Sales in Florida - Using the
recent sales/evaluations to provide a ratio of rate base comparison and, to a
generalized level, a line item comparison for each sale to the GDU system.
16. Franchise Contract Valuation - Utilizing the previous analyses and legal
interpretations regarding the franchise agreement with GDU; HAI will
determine the cost basis for the agreement based upon sound engineering
practice and unit prices valid for the area.
17. Severability Value Considerations - Work with the legal and City
representatives to identify, document and quantify an opinion of the added value
of the GDU System if condemnation proceedings were initiated.
18. Interim Report - An interim report shall be provided, with ten (10) copies, to
the Client at the conclusion of each milestone identified on Attachment "B"
hereof or at such earlier time as mutually agreed.
19. Final Report - Prepare a final engineering report depicting and summarizing the
work performed. Provide a recommendation/opinion of value for the assets of
the utility. Reproduce ten (10) copies of the final report for the Client.
C. GDU SYSTEM NEGOTIATIONS PHASE
1. HAI will assist the Acquisition Team and Client in negotiations sessions or
settlement activities.
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2. If litigation is required, HAI will serve as technical expert witnesses for the
Client.
3. Binding or nonbinding Memorandum of Intent for Purchase and Sale of Utility
assistance.
4. Description of all necessary real property (land) with legals, maps and use for
existing utility and planned operations and MAI appraisal.
5. Review of all necessary easement, contracts, developer agreements,
commitments and regulatory agreements for facilities management and
operations.
D. UTILITY OPERATIONS PHASE
1. Review, or amend utility ordinance, etc.
2. Final Rate and Charge Study.
3. Vendor contracts, insurance, employee transition, job descriptions, salary rates,
etc.
4. Utility standards, utility tariff, utility budget, utility policies and procedures,
standard developers agreement, forms and capacity allocation procedure.
5. Engineer's report for debt instrument, certifications, coordination and other
associated activities.
E. START-UP PHASE
HAI will provide the necessary management and operational services to ensure a
successful transition of ownership and continuity of operations.
F. GENERAL UTILITY CONSULTING SERVICES PHASE
HAI will provide the necessary general utility consulting services on an as -needed basis
as projects arise.
G. UTILITY SYSTEM MASTER PLAN
HAI will provide technical services in the preparation of a comprehensive water and
wastewater system master plan.
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H. UTILITY SYSTEM IMPROVEMENTS
HAI will provide engineering services associated with water and wastewater system
capital improvements as identified in the above tasks or by the City.
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EXHIBIT "B"
HARTMAN & ASSOCIATES, INC.
COMPENSATION SCHEDULE
Phase Description
A. Franchise Negotiations and Agreements
B. GDU Evaluation/Hearing Documentation
C. GDU System Negotiations
D. Utility Operations
E. Start-up
F. General Utility Consulting Services
G. Utility System Master Plan
H. Utility System Improvements
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Duration Up -Set Limit
As Required $17,500
To Be Determined
To Be Determined
To Be Determined
To Be Determined
To Be Determined
To Be Determined
To Be Determined
A6.
EXHIBIT "C"
HARTMAN & ASSOCIATES, INC.
HOURLY RATE SCHEDULE
G. C. Hartman
Partners/Principals
Division Managers/Heads (Engineer VIII)
Engineer VII (P.E.)
Engineer VI (P.E.)
Engineer V
Engineer IV
Engineer III
Engineer I/II
Senior Scientist
Project Manager
Senior Engineer Inspector
Engineer Inspector
Senior Planner/Designer
Hydrogeologist
Junior Hydrogeologist
Staff Planner
Planning Technician
Computer Time
Engineering Technician IV
Engineering Technician III
Engineering Technician II
Engineering Technician I
Draftsperson III
Draftsperson H
Draftsperson I
Graphics Manager
Graphics Technician
Graphics Draftsperson
Secretarial Support
Reproduction/Courier Support
Senior Accountant
Accounting Support
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$90.00
$85.00
$75.00
$65.00
$60.00
$55.00
$50.00
$45.00
$40.00
$55.00
$55.00
$45.00
$42.00
$46.00
$46.00
$37.00
$40.00
$34.00
$32.00
$45.00
$40.00
$35.00
$30.00
$30.00
$27.50
$25.00
$45.00
$35.00
$27.50
$25.00
$21.00
$52.50
$34.00