HomeMy WebLinkAboutAirport - 2019 Continuing Engineering Consulting SvcsNON-EXCLUSIVE AGREEMENT
for
CONTINUING PROFESS ION AL ENGINEERING CONSULTING SERVICES
THIS AGREEMENT, entered into this 15th day of FEBRUARY, 2019 by and between th e
CITY OF SEBASTIAN, a Florida municipal corporation, hereinafter referred to as the "CITY",
and Infra s tructure Consulting and E ngineering, Inc. who's address is 5550 West Idlewild
Avenue, Suite 102, Tampa, Florida 33634 hereinafter referred to as the "ENGfNEER
CONSULTANT" and also known herein as one of the "Continuing Consulting Services Firms".
WITNESSETH
That the C ITY and the ENGINEER CONSULTANT, in consideration of thei r mutua l
covenants, herein agree with r espect to the performance of professional engineeri ng services by
the ENGINEER CONSULTANT, and the payment for those services by the CITY, as set forth
below and in individu a l Work Orders. This agreement shall b e referred to as the "MASTER
AGREEMENT" under which future Work Orders will apply.
The ENGfNEER CONSU LTANT shall provide the CITY with profess ional engineering
services and such other re lated services as d efined in specific Work Orders, in all phases of each
project unless specified otherwise. The ENGfNEER CONSULTANT shall serve as the CITY'S
professional representative for the project(s) as set forth in each Work Order, and shall give
professional advice to the CITY during the performance of the services to be rende red and as to
the fulfi llment of project requirements. The ENGINEER C ONSUL TANT is retained by the
CITY to perform these consulting services under this non-exclusive continuing contract with the
CITY.
SECTION I -SCOPE OF SERVICES
The Scope of Services shall be identified in individual \.Vork Orders prepared by the
ENGINEER CONSULTANT and approved by the CITY. Each Work Ord er will be sequentially
numbered and initiation of work thereunder shall be subj ect to a Notice-to -P roceed be ing issued
by C ITY.
Page I of l6
Basic services requ ired of the ENGINEER CONSULTANT for the project will be
described in other appropriate sections of this Agreement and in individual Work Orders.
SECTION II -CITY OBLIGATIONS
The CITY agrees to provide the following material, data, or services as required m
connection with the work to be performed under this Agreement:
A. Provide the ENGINEER CONSULT ANT with a copy of any pertinent
preliminary data or reports available to the CITY.
B. Provide the ENGINEER CONSULTANT with all available drawings, surveys,
right-of-way maps, and other documents in the possession of the C ITY that are pertinent to the
project.
C. The CITY shall be responsible for obtaining only those permits delineated in the
individual Work Orders, or those required to complete the project only if such permit
requirements are made into law and estab lished by regu latory agencies after the effective date of
the Work Order.
D. The CITY shall make all provisions for the ENGINEER CONSULTANT to enter
upon public or private property as reasonab ly requ ired for the ENGINEER CONSULTANT to
perfonn its services.
E. The CITY will promptly execute all completed permit applications necessary to
expedite the acquisition of any local, state or federal permits made necessary by the project.
SECTION III -CITY'S ALLOTMENT OF PROJECT WORKLOAD
TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS
The CITY shall , in its sole discretion, distribute the project workload among the selected
Continuing Consulting Services Firms as the CITY sees fit. The CITY'S decision may be based
on project type, project continuity, available man-hours assigned to CITY projects by the
selected Continuing Consulting Services Finns, and/or special expertise or knowledge possessed
by one of the Continuing Consulting Services Firm that may be pertinent to the particular
project, inter alia. ENGINEER CONSULTANT shall have no right to appeal or challenge the
CITY'S decision(s) regarding distribution of work.
Page 2of16
SECTION IV -SCOPE OF SERVICES
The ENGINEER CONSULTANT agrees to perform all necessary professional
engineering services, project design services , construction phase services, design-build services ,
and/or other services in connection w ith the assigned project(s) as required and as set forth in the
fo ll owing:
A.
1.
General
The ENGINEER CONSULTANT will endeavor not to duplicate any previous work
done on any project. Before issuance of a Work Order and written authorization to proceed, the
ENGINEER CONSULTANT shall consult with the CITY to clarify and define the C ITY'S
requirements for the project(s) and review all available data.
2. The ENGINEER CONSULTANT shall attend conferences with the C ITY and it s
representatives, upon req uest.
3. In order to accomp li sh the work described under thi s Agreement und er the time
frames and conditions set forth in this Agreement, the ENGINEER CONSULTANT shall
observe the follow in g requirements:
a. The ENGINEER CONSUL TANT shall complete its work on the project(s)
within the time a ll owed by maintaining an adequate staff of registered
engineers , certified operators, draft person(s), and other employees and/or
sub consultants on the work at all times.
b.
c.
The ENGINEER CONSULT ANT shall comply w ith a ll federal, state, and
local laws applicable to the project(s). The ENGINEER CONSULTANT'S
work product shall conform with all applicable federa l, state and local laws
applicable to the project(s).
The ENGINEER CONSULTANT shall prepare and complete all necessary
sketches, permit application drawings, calculations, and appl ication fonns
to accompany the CITY'S applications for any required federal, state, or
local permits. The ENGINEER CONSUL TANT shall reply to all
permitting agency's requests for additional infonnation related to a permit
app licati o n.
Page 3of16
d.
e.
f.
g.
h.
The ENGINEER CONSULTANT shall cooperate fully with the CITY in
order that all phases of the work may be properly scheduled and
coordinated.
The ENGINEER CONSULT ANT shall provide the appropriate quantities
of complete preliminary sets of construction plans to any city, county, state
or federal regulatory agency from which a permit or other approval is
required, prior to final approval of the design by the CITY MANAGER or
his/her designate, and shall coordinate the project design with all agencies.
The ENGINEER CONSULT ANT shall contact all utility companies
having installations in the vicinity of the proposed work to determine
accurate locations and consider relocation of utilities, if necessary. The
ENGINEER CONSULTANT shall provide the CITY with all known
information relative to any required util i ty adjustments, relocations and
installations, and shall show all known above and below ground utilities on
the final design plans.
The ENGINEER CONSULTANT shall report the status of the project(s)
to the ClTY MANAGER or his/her designee upon request and hold an
drawings, calculations, and related work open to the inspection of the
CITY MANAGER or his/her authorized agent at any time, upon
reasonable request.
Unless otherwise specified, the ENGINEER CONSULTANT shall be
considered the Engineer-of-Record for the project(s) in accordance with all
legal and administrative requirements and criteria
4. The ENGINEER CONSULTANT shall furnish additional copies ofreports, drawings,
specifications, bidding and construction contract documents, and other pertinent items as
required by federal , state and local agencies from which approval of the project(s) must be
obtained, prospective bidders, material suppliers, and other interested parties, but may charge
only for the actual cost of providing such copies. The ENGINEER CONSULTANT shall furnish
to the CITY the necessary number of sets of the drawings, bidding and construction contract
documents, specifications, reports, and other pertinent items as set forth in individual Work
Pag e 4 of16
Orders. The cost of these sets of documents are not included in the basic compensation paid to
the ENGINEER CONSULTANT, but will be paid as a direct expense. All original docwnents,
survey notes, field books, tracin gs, and the like, including all items furnished to the ENGINEER
CONSULT ANT by the CITY pursuant to this Agreement, are and shall remain the property of
the CITY, and shall be delivered to the CITY upon completion of the work or at any time upon
request. All items prepared by the ENGINEER shall be created, maintained, updated , and
provided in the format as specified by the C ITY.
5. All construction drawings prepared by the ENGINEER CONSULTANT shall be of
suffic ient detail to permit the actual location of the proposed improvements on the ground by a
third party (i.e. the third party shall be able to accurately locate the proposed improvements on
the ground using only the infonnation contained in the ENGINEER CONSULTANT'S
drawings).
6. The ENGINEER CONSUL TANT acknowledges that preparation of all applicable
permits for the CITY'S s ubmi ttal to governmental regulatory agencies, and the ENGINEER
CONSULT ANT'S written responses to all regulatory agencies' questions , are included within
the scope of basic compensation in each particular Work Order. Any additional work required by
regulatory agencies which estab li sh such re&11ilations after the effective date of the particular
Work Order, sha ll be an additional service, and the CITY shall compensate th e ENGINEER
CONSULTANT in accordance with Section VII -"Additional Work," of this Agreement, and in
accordance with the fee schedule in an approved Work Order. Approva l by the CITY shall be
required prior to commencement of any additional work.
7. If the CITY proposes to construct the improvements in a phased manner, the
ENGlNEER CONSULTANT shall prepare detailed master plan drawings as required by the
applicab le Work Order.
8 . Compensation to the ENGINEER CONSUL TANT for basic services shall be in
accordance with each Work Order, as mutually agreed upon by the ENGIN EER CONSULTANT
and the CITY. A schedule of approved hourly billing rates is included in "Exhibit A" attached ,
and will be included as part of each Work Order when approved.
SECTION V -TIME FOR COMPLETION
The time for completion of each project shall be defined in the Work Order.
Page 5of16
SECTION VI -COMPENSATION
The CITY agrees to pay, and the ENGINEER CONSULTANT agrees to accept , for
services rendered pursuant to this Agreement, fees in accordance with the following:
A. Professional Services Fee
The basic compensation shall be mutually agreed upon by the ENG lNEER
CONSULTANT and the CITY prior to issuance of each Work Order and the amount shall be
included in the Work Order to be fonnally approved by the CITY.
B. Direct Payment for Additional Services
The CITY agrees to pay on a direct basis for services or goods provided by others
working in conjunction w ith the ENGINEER CONSULTANT, as follows:
I. Printing and Reproduction. The CITY shall make direct payment to the ENGINEER
' CONSULTANT for the cost of printing project plan sheets required for utility coordination. The
maximum cost allowed per blueprint, mylar, sepia, and/or other media utilized for this purpose
shall be set forth in the Work Order.
2. CITY does not foresee nor intend paying ENGINEER CONSULTANT any travel
expenses under this Agreement. Any such payment shall not be made except as specificall y
authorized in extraordinary circumstances by prior approval of the CITY and, in any such case,
bills for any travel expenses shall be submitted in accordance with the CITY travel policy as
adopted by Resolution.
SECTION VII -ADDITIONAL WORK
Additional work occurs when the CITY requests changes after it has fonnally approved a
Work Order. Additional work shall not commence until a further Work Order for the additional
work has been formally issued by the CITY, and the additional work shall be perfonned in
accordance with the fee schedule set forth in th at Work Order.
Page 6 of16
SECTION vm -PAYMENTS
The CITY s hall make monthly parti al payments to the ENGINEER CONSULTANT as
provided for in the Work Order. Unless othe rvJise stated in the Work Order, the ENGINEER
CONSULTANT shall submit duly certified monthly invoices to the CITY MANAGER or his/her
designee or such City Staff or City Representative as d esignated b y the CITY MANAGER .
The Agreement s h all be divided into units of d eli verables, w hich shall include, but not b e
limited to , r eports, findin gs, drawings, and drafts , th at must be received and accepted b y the
C ITY MANAGER or his/her designee prio r to payment.
SECTION TX -RIGHT OF DECISIONS
All servic es shall be performed by th e ENGfNEER CONSULTANT to the satisfaction of
the CITY MANAGER or hi s/he r designee who shall decide all questions, difficulties, and
disputes of whatever nature whi ch may ari se under or by reason of this Agreement, according to
the prosecution and fulfillment of the service h ereunde r, and the character, quality, amount and
value thereof. The C ITY MANAGER or hi s/her designee's decision upon all claims, questions ,
and disputes s hall b e final, conclus ive, and binding.
Adjus tme nt s of compensation and contract time b ecause of any major changes in the
work that might b eco m e n ecessary or be deemed desirable as the work progresses shall be
reviewed by the C IT Y MANAG ER or hi s/h er designee , and require that a Change Order (a
further Work Ord e r) be processed in acco rdance w ith the CITY'S legal and administrative
procedures. If the ENGINEER CONSULTANT d oes not con c ur in the judgment of the CITY
MANAGER or hi s/her d esignee as to any decisions made by him/h er, it shall present written
objections to the C ity Manager, who shall make a deci s ion, and the ENGCNEER
CONSULTANT shall ab id e by the C ity Manager's decision .
Page 7 of 16
SECTION X -OWNERSHIP AND REUSE OF DOCUMENTS
A. Ownership and Copyright
Ownersh i p and copyright of all reports , tracings, plans, specifications, field books, survey
infonnation, maps, contract documents, and other data developed by the ENGINEER
CONSULTANT pursuant to this Agreement, shall be vested in the CITY. Said materials shall be
made available by the ENGINEER CONSULTANT at any time upon request of the CITY. On or
before the tenth day after all work contemplated under a Work Order is complete, all of the
above materials shall be delivered to the CITY MANAGER or his/her designee.
B. Reuse of Documents
All documents, including but not limited to reports, drawings and specifications, prepared
by the ENGlNEER CONSULTANT pursuant to this Agreement, are related exclusively to the
services described herein. They are not intended or represented to be su itable for reuse by the
CITY or others on extensions of this project or on any other project. The CITY'S reuse of any
document or drawing s hall be at the CITY'S own risk.
SECTION XI -NOTICES
Any notices, reports or other written communications from the ENGINEER
CONSULTANT to the CITY shall be considered delivered when posted by certified mail or
delivered in person to the CITY MANAGER or his/her designee. Any notices , reports or other
communications from the CITY to the ENGINEER CONSULTANT, shall be considered
delivered when posted by certified mail to the ENGINEER CONSUL TANT at the last address
left on file with the CITY or delivered in-person to said ENGINEER CONSULTANT or its
authorized representative. Any notices in either direction made by email transmittal shall be
considered delivered as of the time of transmittal upon confinnation of the r eceipt of such email
transmittal.
Page 8of16
All not ices required under this Agreement s hall be sent by certified mail as follows:
ENGINEER CONSUL TANT:
In frastructure Consulting and Engineering, Inc.
City of Sebastian
1225 Main Street
5550 West Idlewild Avenue
Tampa, Florida 33634
Sebastian, Florida 32958-4165
ATTN: City Manager
SECTIO N XII -TERl\IUNA TION
Either party may terminate this agreement upon seven (7) days' written notice to the other
party, except that in the event ENGINEER CONSULTANT tenninates this agreement such
termination shall not be effect ive, absent th e CITY'S consent, until ENGINEER
CONSULTANT'S completion , to the CITY'S satisfaction, of any pending Work Order.
SECTION XIII -AUDIT RIGHTS
The C ITY rese rv es the right to audit th e records of the ENGINEER C ONSULT ANT
related to this Agreement at any time during the prosecution of the work included herein and for
a period of three years after final payment is made.
SECTION X IV -SUBLETTING I OUTSOURCING I TRANSFER
The ENGINEER CONSULTANT shall not sub let, assign, outsource or transfer any work
under this Agreement without the written consent of the CITY. When applicable and upon
receipt of such co nsent in w ritin g, the ENGINEER CONSULTANT shall cause the names of the
engineering and/or surveying firms respons ibl e for the major portions of each separate specialty
of the work to be in serted on the reports or other data. Any such assignment I outsourcing shall
not rel ease the ENGINEER CONSULTANT from it s role, duties, responsibilities, and
obligations as Engineer-of-Record for the project work performed.
Page 9of 16
SETION XV -WARRANTY
The ENGINEER C ONSULTANT warrants that it has not employed or retained any
company or person other than a bona fide employee workin g so lely for the ENGINEER
CONSULTANT , to solicit or secure this Agreement, and that it ha s not paid or agreed to pay any
company or person other than a bona fide employee working so lely for the ENGINEER
CONSULTANT any fee, commission, percentage fee, gift(s) or any other consideration(s),
con tingent upon or re s ulting from the award or making of this Agreement. For the ENGINEER
CONSULTANT'S breach I vi o lat ion of this warranty, the CrTY s h all have the right to annul th is
Agreement without liability.
SECTION XVI -DURATION OF AGREEMENT
This Agreement shall re ma in in full force and effect fo r a p eri od of three years after the
date of execution thereo f, o r until completion of all proj ect phases as defined by the CITY
MANAGER or his/her de s ignee, wh ichever occurs first , or unl ess o therwise tenninated by
mutual consent of the parties hereto , or terminated pursuant to Secti on XII. This Agreement may
be extended for a period of two add iti onal years at the discretion of the CITY.
SECTION XVII -INSURANCE
At least ten days pri or to commencement of th e first wo rk authorization, ENGINEER
C O NSULT ANT shall provid e the C lTY w ith a certificate of in suran ce from a company rated A+
VII or better, per the Bes t 's Key Rating Guide for the followin g:
l) Worker's Compensat ion -Coverage to apply to all employees for Statutory
Limits in comp li ance with the applicable state and federa l laws. In addition, the policy
mu s t include Employer's li ab ility with a limit of $3,000,000 each accident and disease.
Page 10 of 16
2) Commercial General Liability -Coverage must be afforded on a form no more
restrictive than the latest edition of the Commercial General Liability Policy, on an
occurrence basis , filed by the insurance Services Office and must include:
Minimum limits of $3,000,000 per occurrence combined single limit for Bodily Injury
Liability and Prop erty Damage Liability.
Premises and Operations.
ind ependent Contractors
Products and completed Operations -Consultant sha ll maintain in force un6l at least five
(5) years after completion of all services required under the Contract, coverage for
products and completed operation.
Broad Form Contractual Coverage applicable to this specific Contract, including any hold
harmless and/or indemnification agreement.
3) Business Auto Policy -Coverage mu s t be afford ed on a form no m o re restrictive
than the l ates t edition of the Business Auto Policy filed by the Insurance Services Office
and must include:
Minimum limits of $3,000,000 per occurrence combined single limit for Bodily Inju ry
L iability and Property Damage Liability.
Owner Vehicles
Hired and Non -Own ed Vehicles.
4) Professional Li ab ility -The Consu lt ant sha ll maintain a professional li ab ility
insurance policy in the amount $3,000,000 during the term of this Contract. Such
coverage shall be maintained for a period of five (5) years fo1lowing completion and
acceptance of any work performed under this agreement. In the event the Consultant
Page II of 16
fails to secure and maintain s uch coverage, Consultant shall be deemed the insurer of
such professional liability insurance and s ha ll be r es pon sible for all damages suffered by
the City as a r es ul t thereof, including atto rn ey's fees and costs. Jn the event an atypical
large-scale project is proposed, the individual work order for the p roject may designate
that a higher li ab ility policy be obtained.
5) Additional Insured -The C it y is to be s pecificall y included as an additional
insured. Co ns ultant 's insurance including that applicable to the C ity as an Addition al
Insured shall apply on a primary basis and any other insurance maintained by the City
shall be in excess of and shall not contribute with Consultant 's in su rance. Consultant's
insurance sha ll co nt ain a severability of interest provision, providing that, except with
r espect to th e total limits of liability, th e insurance sha ll a ppl y to each In s ured o r
Addi tional Insured in the same m anner as i f separate policies h ad been issued to each.
6) Notice of Cancellation and/or Restriction -Each policy mu st be endorsed to
provide the C ity w ith a minimum of forty -fi ve ( 45) days notice of cancellation and/or
r es triction .
7) Certificates of Insurance -Cert ificates of insurance evidencing the Insurance
coverage specified in thi s section shall be filled with the City before operations are
begun. The required cert ificates of in s urance shall name the types of policies provided. If
the initial in s urance expires prior to the completion of the work, renewal certificates of
insurance and r eq uired copi es of policies s hall be furni s h ed thirty (30) days prior to the
date of th ei r expiration.
Pag e 12 of 16
SECTION xvm -INDEMNIFICATION
The ENGINEER CONSULTANT shall indemnify, defend and hold harmless the City, its
employees, Council members , agents, attorneys , and officers, each from and against all loss,
damage, claims , and actions , and all expenses, including, but not limited to, attorney's fees and
costs, incidental to such claims or actions, including but not limited to liability as a result of
injury to or death of any person, based upon or arising out of damage to property or injuries to
persons or other tortious acts caused or contributed to by the ENGINEER CONSULTANT or
anyone acting under its direction or control or in its behalf in the course of it s perfonnance under
the agreement to be entered hereunder, and directly or indirectly caused, in whole or in part, by
acts or omissions, negligence or otherwise, of ENGINEER CONSULT ANT or an agent of the
ENGINEER CONSULTANT or an employee of anyone of them, regardless of the negligence of
the City or its employees, be it active or passive, except where such loss, cost, damage, claim ,
expense, or liab ili ty arises from the sole gross negligence or willful misconduct of the City.
Upon request of the City, ENGfNEER CONSULTAN shall, at no cost or expense to the City,
defend any suit asserting a claim for any lo s s , damage or liability specified above, and
ENGlNEER CONSULTANT shall pay any cost and attorneys' fees that may be incurred by the
City in connection with any such claim or suit or in enforcing the indemnity granted above.
Nothing in this agreement shall be construed as the City waiving its sovereign immunity
pursuant to §768.28, et seq., Florida Statutes , or any other sovereign or governmental immunity.
SECTION XIX -SAFETY
The ENGINEER CONSULTANT is responsible for safety training for the ENGINEER
CONSULTANT'S employees and their activities on the CITY'S property and construction sites.
However, in accordance with generall y accepted practices, the ENGINEER CONSULTANT
may report any observed job site safety violations to the CITY.
Page 13of16
SECTION XX -CHOICE OF LAW Al'® VENUE
Thi s Agreement s h all be governed and construed in accordance with Florida Law. In the
event that litigation arises invo lving the parties to this Agreement, venue for s uch litigation shall
be in Lndian River County, Florida. The parties hereto shall, and they hereby do, waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties hereto against th e
other on any matters whatsoever a ri sing out of or in any way rel ated to this Agreement.
SECTIO N XXI -ENTIRETY OF AGREEMENT
This writing embodies th e ent ire Agreement and understanding between the parties
h ereto, and there are no other Agreements and understandings , oral o r written, with reference to
th e s ubj ect m atter hereof that are not merged herein and superseded he reby. No alteration,
ch ange, or modification of the tenns of th is Agreement shall be va li d unless made in writing and
signed by b oth parties hereto .
SECTIO N XXlI -SEVERABILITY
In the event any provis io n , section, or paragraph of this agreement is detennined by a
court of competent jurisdiction to b e void, ill egal, or unenforceable, the remaining portion s not
found to be void, illegal, or un enfo rc eab le, s h all rem ain in full for ce and effect.
I'"/
IN WITNESS WHEREOF the parties h er eto have executed these presents this L day of
~cv&i , 2019. ,.
Page 14 of 16
PUBLIC RECORDS FORM
Contract Name: NON-EXCLUSIVE AGREEMENT
for
CONTINUING PROFE SSIONAL ENGINEERING C ONSULTING SERVICES
Project Description: Sebastian Municipal Airport Consulting Services
In accordance with the requirements of C hapter 119 Florida statut es, as amended,
the contract between the City of Sebastian and the Contractor shall require the contracto r to:
a) Comply with the public record s law of the S tate of Florida , as the same
may be amended from time to time.
b) Keep and maintain public records that ordinarily and necessari ly wou ld be
required by the City in order to perform services, and
c) Prov ide the public with access to public records on the same terms and
conditions that the City would provide the record s and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law , a nd
e) Meet all requirements of retaining public records and transfer, at no cost,
to the City all public records in possession of the contractor upon termination of the contact and
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All record s stored electronically must be provided to the City in
a format that is compatible with the infonnation technology systems of the C ity.
Authorized Signature: --~-------+---T-!''"'------"+-L ______ Date: 5-6-11
Print _ ____...T?"-'0 ....... 1.......,Jjr-{_a _,__5 _H_~ IM_b r--=-cc=--ef_· L__ ___ Ti tie: _ __,l/'----"':c -=--• -~-'-f"<__.d' 2~,ck_,..."-""wf-:.._.___
Company/Finn: Infrastructure Consulting and Engineering, Inc.
Pag e 15 of 16
ATTE ST (SEA L):
an ett e Wil liams ,-CMC
ity Cl e rk · --~
' . . ...... __ _.
Approved as fo fo-nn and le ga li ty for
relia nce by th e City of Seba stian only :
FOR : I NF RAS T R UC T URE
C O NSU LTING AN D ENGINEERING
Att es ~~ ;lt/fll~/;9
~..,.y ~II
i' .··" ·.~ VIRGINIA A. FISCHE R
,.. .. ~ * MY COMMISSION I FF 191314
~~.. EXPIRES: May 21 20 19 ,,fcl!~1~f!I}"' BondtdThru~INotl ~Se rms
THE CITY O F SEBAS TIAN
Page 16 of 16