HomeMy WebLinkAbout2021 ContractDowSign Envelope 10: 44438643-5695 C1g-BM6.066AB5A5D663
NON-EXCLUSIVE ENGINEERING CONSULTING SERVICES AGREEMENT - CITYWIDE
RFO #21.01: Continuing Engineering Services (RE -BID)
AGREEMENT EFFECTIVE DATE: FEBRUARY 22, 2021
1. Parties:
City of Sebastian, a municipal corporation of the State of Florida, (City).
and
Johnson, Mirmiran & Thompson, Inc. (Consultant).
2. Designated Contact Person as to Consultant:
David Slickles, PSM
Vice President
3731 Oleander Avenue, Suite 108
Fort Pierce, FL 34982
Phone: 772-448-4459
Email: dstickles@jmt.com
3. Services. Services may include but are not limited to, preparation of plans, specifications and
estimates of costs for construction projects, detailed studies on specific items, conducting
investigations, and preparation of reports; land surveying activities, construction inspection, and
construction administrations.
Specific scopes of work will be assigned, on an as -needed basis, as individual Work Orders - in the
form of a Consultant Service Agreement (CSA) - prepared by the Consultant and approved by the
City for each assigned project. Each CSA will be numbered to track the issuance of a project.
Example: (RFQ#-Consultant-CSA#), i.e., 21-01JMT-01. Commencement of work is subsequent to
the execution of the CSA and a Notice to Proceed from the City for all or any designated portion of
the CSA and shall be oerfor(ned�nd completed by the aareed upon and specified date within the CSA
and an allowed Close-out time (rame-
NOTE: M added CSA shall be submitted for additional work (i.e., 21-014MT-01 ADD1).
4. Term. This agreement is valid for a three (3) year term, with the option to renew for two (2) — one (1)
year terms contingent upon Consultant's performance and budget availability. Proposed changes to
fees shall be communicated, in writing, to the City 90 days prior to agreement expiration. The intent to
renew the agreement will be by written notification to the Consultant by the Procurement Division 60
days prior to agreement expiration.
NOTE: The City, at its sole discretion, reserves the right to exercise this renewal option.
5. Compensation. The CSA shall include the total compensation. City shall pay Consultant for the
completion of the work, in accordance with EXHIBIT A: Fee Schedule and Company Information
and EXHIBT B: Community Development and Engineering Permit Fees - Engineering Review
(attached and made a part of this Agreement). In accordance with Florida Statutes Section 287.055,
Consultants' Competitive Negotiation Act (CCNA), if the City and Consultant cannot come to an
agreement upon a CSR's negotiated total compensation for a project, then the City will end
negotiations and move on to the next selected Consultant that was solicited from the Library based on
their discipline.
6. Project Assignments. The City, at its sole discretion, assign projects amount the selected Continuing
Engineering Services Consultants as the City sees fit. EXHIBIT C: Expertise Areas will be used to
assign projects. The City's decision may be based on project type, project continuity, available man-
hours assigned to City projects by Consultant, and/or special expertise or knowledge possessed by
one of the Consultants that may be pertinent to the particular project. Consultants shall have no right
to appeal or challenge the City's decision(s) regarding distribution.
City of Sebastian, Florida / Johnson, Mirmiran 8 Thompson, Inc.
RED 21-01 Continuing Engineering Services (RE -BID) Page 1 of 9
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7. COVID-19 Disclaimer. Due to the public health and safety cencems relating to the COVID-19 Virus,
the Stakeholder may, in their sole discretion, unilaterally alter the Term or other terms of the
Agreement(s) or purchase order(s) to ensure the safety and welfare of the Stakeholders residents
and employees. No prior written notice shall be necessary to modify the Term pursuant to this
paragraph. Unless otherwise explicitly stated, all other provisions of the Agreement or Purchase
Order shall be binding upon the parties.
8. Notices. All notices between City and Consultant, as required under the Agreement, shall be by
telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person
identified above. Either designated recipient may notify the other, in writing, if someone else is
designated to receive notice.
9. Modification of Agreement. The Agreement may only be modified or amended upon mutual written
agreement of City and Consultant. No oral agreements or representations shall be valid or binding
upon City or Consultant. No alteration or modification of the Agreement terns, including substitution
of product, shall be valid or binding against City. Consultant may not unilaterally modify the terms of
the Agreement by affixing additional terms by incorporating such terms onto Consultant's documents
forwarded by Consultant to City for payment. City's acceptance of product or processing of
documentation on fortes furnished by Consultant to City for approval or payment shall not constitute
acceptance of the proposed modification to terms and conditions.
10. City's Project Manager. City shall designate a Project Manager for each assigned project All work
done by the Consultant shall be subject to the review, inspection and acceptance of the Project
Manager and the City. Any and all technical questions which may arise as to the quality,
completeness and acceptability of work performed, or work to be performed, interpretation of
plans/specifications and all technical questions as to the acceptable fulfillment of the Agreement on
the part of the Consultant, shall be referred to the City Manager who will resolve such questions. All
work shall be subject at all times to inspection and review by the Project Manager and the City.
11. Materials, Services, and Facilities: It is understood that, except as otherwise specifically stated in the
Agreement, Consultant shall provide and pay for all matedals, labor, tools, equipment, water, light,
power, transportation, supervision, temporary construction of any nature, and all other services and
facilities of any nature whatsoever necessary to execute, complete, and deliver the Services within the
specified time. The City will provide Consultant with access to the Facilities so as to permit Consultant to
meet its obligations herein.
12. Documentation. Subject to payment of all amounts owed or due to Consultant, all tracings, plans,
specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as
well as all data collected, together with summaries and charts derived there from, will be considered
works made for hire and will become the property of City upon expiration or termination of the
Agreement without restriction or limitation on their use. Upon delivery to City of said document(s), City
will become the custodian thereof in accordance with Chapter 119, Florida Statutes. Consultant will
not copyright any material and products or patent any invention developed under this Agreement.
Copies of these documents are not to be sold or distributed to third panties without the written consent
of City.
13. Change Orders. City may at any time, as the need arises, order changes within the scope of the
services without invalidating the Agreement. If such changes result in an increase or decrease in the
CSA total, or in the time required for performance of the Services, an equitable adjustment shall be
authorized by way of a Change Order(CO).
City of Sebastian, Florida /Johnson, Mimuran 8 Thompson, Inc.
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14. Insurance. During the term of the Agreement, Consultant, at its sole expense, shall provide insurance
of such a type and with such terms and limits as noted below. Providing and maintaining adequate
insurance coverage is a material obligation of Consultant. Consultant shall provide City a
cenricate(s) of insurance, evidencing such coverage. It is the Consultant's responsibility to ensure
that the City has current Certificate(s) of Insurance at all times during the duration of the agreement,
including renewal terms.
14.1 Minimum Insurance Requirements. The coverage's, limits or endorsements required heroin protect
the primary interests of City, and these coverage's, limits or endorsements shall in noway be required
to be relied upon when assessing the extent or determining appropriate types and limits of coverage to
protect Consultant against any loss exposures, whether as a result of the Project or otherwise. The
requirements contained herein, as well as City's review or acknowledgement, is not intended to and
shall not in any manner limit or qualify the liabilities and obligations assumed by Consultant under this
Agreement.
Comprehensive Liability Not less than $1,000,000 Combined Single Limit per each occurrence.
Professional Liability Not less than $1,000,000, covering any damages caused by an error,
(Errors 8 Omissions) omission or any negligent acts.
Automobile Liability Not less than $500,000 Combined Single Limit
Worker's Compensation In accordance with Florida Statutes 440, maintain workers
compensation insurance to the extent required by law for all their
employees to be engaged in work under this Agreement.
14.2 Other Insurance Provisions:
142.1 City of Sebastian, its council members, officers, employees and agents are to be covered
as an Additional Named Insured on all policies except Workers Compensation. The
coverage shall contain no special limitation on the scope of protection afforded to the City,
its council members, officers, employees and agents. Consultant shall provide a Certificate
of Insurance to City with a thirty (30) day notice of cancellation and/or changes in policy
language, and ten (10) day notice if cancellation is for nonpayment of premium. The
certificate shall indicate if coverage is provided under a "claims made" or "occurrence"
form.
14_2.2Consultant has sole responsibility for all insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, co-insurance
penalty, or self -insured retention; including any loss not covered because of the operation of
such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or
limitation.
14_2.3Consultant's insurance coverage shall be primary insurance as respects the City, its
officials, employees and volunteers. Any insurance or self-insurance maintained by the
City, its officials, employees or volunteers shall be excess of Consultant's insurance and
shall be non-contributory.
142.4For all policies of insurance: Consultant and its insurance carder waive all subrogation
rights against City for all losses or damages that occur during the agreement and for any
events occurring during the agreement period, whether the suit is brought during the
agreement period or not. The City requires General Liability policies to be endorsed with
CG 24 04 Waiver of Transfer of Rights of Recovery Against Others to Us or similar
endorsement, and a WC 00 0313 Waiver of Our Right to Recover from Others for Workers
Compensation coverage.
City of Sebastian, Florida / Johnson, Mirmimn & Thompson, Inc.
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15. Indemnification. The Consultant shall indemnify and hold the City hammless from any and all
personal injury or property damage claims, liabilities, losses or causes of action which may arise out
of the use and occupancy of the property by the Consultant, its family, associates, Consultants,
agents, employees, customers and attendees. Nothing in this agreement shall be construed as the
City waiving Its immunity pursuant to §768.28. et seq., Florida Statutes, or any other sovereign or
governmental immunity. The selected Proposer shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in the
name of the City, where applicable, including appellate proceedings, and shall pay all costs,
judgments and reasonable attorney's fees which may be Incurred thereon. The selected Proposer
expressly understands and agrees that any insurance protection required by this agreement or
otherwise provided by the selected Proposer shall in no way limit the responsibility to indemnify, keep
and save harmless, and defend the City or its officers, employees, agents, and instrumentalities as
herein provided.
16. Termination of Agreement. Either party may terminate this Agreement by giving the other party
thirty (30) days written notice. If either party defaults in the performance of this Agreement or
materially breaches any of its provisions, the non -defaulting party may, at its option, terminate this
Agreement by giving written notification thereof to the defaulting party. In the event of termination,
City will be responsible for compensating Consultant only for those Services satisfactorily completed
or partially completed up to the date of termination. Consultant shall not be entitled to compensation
for loss of anticipated profit.
17. Licenses and Certifications. Consultant, or its sub-Consultant(s), shall possess and maintain during
the term of this Agreement any and all licenses required to perform the Services covered under this
Agreement, as stipulated by the State of Florida and The City of Sebastian.
18. Public Records: Consultant will keep and maintain public records required by the City to perform
the service. Upon request from the City's custodian of public records, Consultant will provide the City
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues,
or as otherwise provided by law. Consultant will ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the term of the Agreement and following completion of the
Agreement if Consultant does not transfer the records to the City. Upon completion of the
Agreement, Consultant will transfer, at no cost, to the City all public records in possession of the
Consultant or keep and maintain public records required by City to perform the service. If Consultant
transfers all public records to City upon completion of the Agreement, Consultant shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If Consultant keeps and maintains public records upon completion of the Agreement,
Consultant shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the information technology system of the City. If Consultant does
not comply with the City's request for public records, the City shall enforce the provisions of the
Agreement in accordance with the terns of the Agreement and may cancel the Agreement.
IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF
PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL:
jwilliams@cityofsebastian.org; PHONE: 772-388-8215.
City of Sebastian, Florida I Johnson, Mirmiran 5 Thompson, Inc.
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19. Payment of Payment Requests:
19.1 Prompt Payment. City shall make payment of a payment request in accordance with Chapter
218, Part VII of the Florida Statutes "Local Government Prompt Payment Act" from the date
which a properly received payment request/invoice is recorded as received by City, for Services
completed to the satisfaction of City.
19.2 Form of Request. If the payment request is not received in proper order, City may reject the
payment request within ten (10) business days after the date on which the payment request is
recorded as received by City. City shall provide Consultant with a written notification of the
rejection specifying the deficiency and corrective measures necessary to make the payment
request proper. Upon receipt of a payment request that corrects the deficiency. City shall make
payment in accordance with Chapter 218, Part VII of the Florida Statutes 'Local Government
Prompt Payment Act', or reject the payment request, within ten (10) business days after the date
on which the corrected and proper payment request is recorded as received by City.
19.3 Resolution of Payment Request Disputes. In the event of a dispute between Consultant and
City concerning the full or partial payment of a payment request, such disagreement shall be
finally determined by City. If the dispute between Consultant and City involves a portion of a
payment request, the undisputed portion shall be paid by City in a timely manner, as long as the
payment request for the undisputed portion Is in proper order. Proceedings to resolve the
dispute will be commenced within forty-five (45) business days after the date the payment
request in dispute was recorded as being received by City. The proceedings may include
meetings between the parties, telephone conferences or such other measures to clarify the
dispute and attempt to resolve the problem; they will be concluded by a final written decision by
City within sixty (60) business days after the date on which the payment request was recorded
as being received by City. Such procedures do not constitute an administrative proceeding that
prohibits a court from deciding de novo any action arising out of the dispute.
19.4 Payments to Sub -Consultants. When Consultant receives from City any payment for Services
covered under the Agreement, Consultant must pay such moneys received to each sub -
Consultant or supplier in proportion to the percentage of the Services completed by each sub -
Consultant or supplier within ten (10) business days after Consultant's receipt of the payment. If
Consultant receives less than full payment, then Consultant shall be required to disburse only
the funds received on a pro rate basis to its sub -Consultants and suppliers, each receiving a
prorated portion based on the amount due on the payment. If a sub -Consultant receives
payment from Consultant for labor, services or materials furnished by sub -Consultants or
suppliers hired by the sub -Consultant, the sub -Consultant must remit payment due to those sub -
Consultants or suppliers within seven (7) business days after the sub -Consultant's receipt of
payment from Consultant.
City of Sebastian, Florida / Johnson, Mirmiran & Thompson, Inc.
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 5 of 9
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20. Warranties:
20.1 Warranty of Ability to Perform. Consultant warrants that, to the best of its knowledge, there
are no pending or threatened actions, proceedings, investigations, or any other legal or financial
conditions, that would in any way prohibit, restrain, or diminish Consultant's ability to satisfy its
obligations under the Agreement.
20.2 Warranty Against Defects in Workmanship. Consultant shall warrant its Services against
defects in materials and workmanship for a minimum period of one (1) year from acceptance of the
Services by City. Should any defects in materials or workmanship appear during the warranty
period, Consultant shall replace the materials or equipment, or repair or re -do the service,
immediately upon receipt of written notice from City, at no additional expense to City. Consultant
shall warrant such replaced materials or equipment, or repaired or re -done Services, for a period of
one (1) year after acceptance of such by City.
20.3 Warranty of Standard Care. In the performance of professional services, Consultant will use
that degree of care and skill ordinarily exercised by other similar professionals in the field under
similar conditions in similar localities. Consultant will use due care in performing its Services and
will have due regard for acceptable professional standards and principles. Consultant's standard
of care shall not be altered by the application, Interpretation, or construction of any other
provision of this Agreement. If any of the Services performed by Consultant do not comply with
the foregoing warranties and City notifies Consultant of such, then Consultant shall (at its sole
expense) promptly re -execute the nonconforming Services. All such re -performed Services shall
be performed on a mutually agreed schedule. Consultant shall and does hereby assign to City
the benefits of any of Consultant's sub consultant's or sub -Consultant's warranties. Such
assignment shall not relieve Consultant of its warranty obligations for performance or standard of
care to City under this Agreement.
20.4 Warranty of Title. Title to any work product furnished by Consultant under the Agreement shall
pass to City to the extent of the payments made for such by City, or on the date that City accepts
the completed Services of Consultant. When title passes to City in accordance with the
Agreement, Consultant warrants that the work product furnished will be free and clear of all
security interests, liens and encumbrances or claims of any party.
21. Additional Terms and Conditions (alphabetically listed):
21A Assignment Neither City nor Consultant shall sell, assign or transfer any of its rights, duties or obligations under the
Agreement without the prior written consent of the other Party. In the event of any assignment, Consultant remains
secondarily liable for performance of the Agreement, unless City expressly waives such serandaryliability.
21.2 Bankruptcy or Insolvency. Consultant shall promptly notify City in cording of the filing of any voluntary or involuntary
petition for bankroptcy andlor of any insolvency, of Consultant or any of Its sub -Consultants who are involved in the
provision of are Services under this Agreement
21.3 Compllance with Laws. Consultant shall comply with all laws, rules, codes, oAinances. and licensing requiremenbs that
are applicable to the conduct of its business, inducing Mass of Loral, State and Federal agencies having jurisdiction and
authority. These laws, shall include, but net Its limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial
Code, the Immigration and Nalknalballon Act, the Americans with Mentalities AG, the United States Occupational
Safety and Heald, Ad. the United! States Envirorunental Protection Agency, the State of Fonda Department of
Environmental Protection, and all prohibitions against discrimination on the basis of race, religion, sex, trend, national
origin, handicap, marital status, sexual orientation, gender identity or expression or veterans status. violation of such
laws shall be grounds for temtlnation of the Agreement.
21.4 Correction of Services. Consultant shall p ovnptly renwve from the premises all Services rejected by City for faJure to casnply
With the Agreement, whether incorporated into the Project or not, and Consultant shall promptly replace and reexeMe the
Services in acoo dance wth the Agreement. wthout additional expanse to City, and shall bear the expenses of maktg good all
Services of other Consdtanrs work destroyed her damaged by such removal or replacement All removal and replacement of
Services shall be done at Consultanrs expense. If Consultant does Trot Oka action to remove surtt rejecratl Services m1hn
ten (10) calendar days after receipt of Milan notice from City, City may remove such Services on their ovn and store the
materals at the expense of Consultant.
21.6 City Funds. If sufficient funding is not available for Consultant to complete the Services, City reserves the right to modify
the banns and conditions of the Agreement to change the Scope of Services to reduce the cast to match any available
funding. If such modifications to the Scope of Services are not feasible, or if funding has been totally exhausted prior to
Consultant's completion of its Services, the Agreement sell be tamninaled an terns reasonably acceptable to tooth
pares. Additionally, In accordance with Septipn 216.347, Flonda Statutes, and as provided herein, Consultant may not
expend any City funds for the purpose of lobbying the legislature, or local, state or federal agencies.
City of Sebastian, Flanda IJohnson, Minnion & Thompson, Inc.
RFO 21-01 Continuing Engineering Services (RE -BID) Page 6 of 9
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21.6 Discriminatory Vendor. Corsullanl codifies that they are not subject to Section 287.134 (2)(a) vAlch specifies that an
entity or affiliate who has been placed on the discriminatory vendor list may not submit a bidtbid on an agreement to
provide any goods or services to a public entity, may not submit a Sidtf id on an agreement with a public entity for the
construction or repair of a public building or public work, may not be awarded of perform watt, as a Consultant, supplier,
sub -Consultant, or consultant under an agreement With any public entity, and may not bansact business cairn public
entity.
21.7 Dispute Resolution. For any dispute concerning performance of the Agreement, which Includes without limitation
contreversles based upon breach of agreement, mistake, misrepresentation, or other cause for agreement modification
or rescission, City shall attempt to mach a mutual agreement as to fie settlement and resolution of the dispute with
ConsultanL The City Manager or designee's derision upon all claims. questions. and disputes shall be final. candusive.
and binding.
Adjustments of compensation and contract time because of any major changes in the vrodc that might become necessary
or be deemed as the work progresses shall be reviewed by the City a assigned Project Manager and will require that a
Change Order be processed in accordance with the City's legal and administrative procedures. If the Consultant does
not concur in the judgment of the Project Manager. it shall present written objections to the City Manager, who shall
make a decision, and the Consultant shall abide by the City Managers decision. The decision shall be final and
conclusive.
21.8 Disposal of Wastes. Consultant shall handle any waste materials generated In the performance of the Services in all
compliance with all laws, regulations, and requirements of all governmental authorities and those of Cdy. Consultant
shall use only disposal facilities which have proper permits and are in full compliance with all Lave. Consultant agrees
that City has the right to need, for any reason, Consultant's use of any particular disposal facility. All unusable materials
and debris shall be disposed of in an appropriate manner.
Consultant shall miters In an acceptable manner or replace all property, both public and private, which has been
displaced or damaged by the Consultant during the execution of the work. Consultant shall leave the WOBate,
unobstructed and in a neat and presentable condition. The term "property" shall Include, but is not limited to, roads,
sidewalks, dabs, driveways, yells, fences, landscaping, awnings, utilities, footings and drainage structures
21.9 Electronic Slgnature(s). Consultant. R and by offering an electronic signakes in any form whalcoever, will accept and
agree to be bound by said eledmnic signature to all terms and conditions of this Agreement. Further, a duplicate or copy
of the Agreement that contains a duplicated or nonadginal signature will be treated the same as an original, signed copy,
of this engine[ Agreement for all puryaees.
21.10 Employees, SubConsultants and Agents. All Consultant employees, subConsullants, and agents performing any of
the Services under the Agreement shall be properly trained to meet or exceed any scedfied sonirg qualifcations. Upon
request, ConaultarR shall fumish a copy of dNfication or other proof of qualification. All employees, sub-Consulana,
and agents of Consultant must comply with all security and administrative requirements of City. City may conduct, and
Consultant shall cooperate in, a security background check or otherwise assess any employee, subC nsullant, and
agent of Consultant. City may refuse access to, or require replacement of, any of Consultant's employee, sub -
Consultant and agent for cause, Including, but not limited to, technical or training qualifications, quality of services,
change in security status, or noncompliance with City's security ar other requlremena. Such refusal shall not hallow
Consultant of Its obligation to perform all Services in compliance with the Agreement- City may reject and bar from any
facility for cause any of Consultant's employees, subConsullants, or agents. City shall have the right to review and
approve any sub-Corsullant used by Consultant Conwham shall be fully responsible to City for the ads and emissions
of its subConsullanls, and persons dredly or irdiredly employed by them. It is Consultant's resporsibilily a ensure Nat
their sub -Consultants are property licensed to do business In the Stale of Florida and City of Sebastian, as required by
law.
All workman must have sufficient knowledge, skill and experience to property perform the work assigned In them. All
vunkmen must have proper FDOT safety vest or safety shins during any mowing, staging of MOT or clean-up operation.
21.11 Environmental Issues. All nobficel'mns regarding environmental Issues or requirements shall be sent immediately to
Ciys Cooled Person, Unless directed otherwise by City, Consultant is not to contact any local, state or faderal
governmental agencies concerning environmental Issues involving the Project Site.
21,12 Equal Employment Opportunity. Consultant shall not discriminate on the basis of race, color, sex, age, national origin,
religion, and disability or handicap in accordance with the Provisions of. Tttia VI of the Civil Rights Act of 1964 (42 U.S.C.
§ 200o int ial , Tt V[I of 01e Civil Rights Ad of 1968 (42 U.S.C. § 3601 et sea.), Florida Civil Rights Ad of 19g2 (§
760.10 gJs9,y.). Tge 41 CFR Pan 60 for complanca vriN Executive ONere 11246 ant 11375, Title 49 CFR 23 and Title
49 CFR 26 for Disadvantaged BusinessEnterprises, Age Discrimination Actof 1975 (42 U.S.C. § 6101, stsea. , Title 49
CFR 21 and TNe 49 CFR 23, Nandiscnmination on the basis of handicap, Title 49 CFR 27, Americans wfih Disabilities
Act of 19g0 (42 U.S.C. 12102. at. seq.), Federal Fair Labor Standards Act (29 U.S.C. § 201. at sm.), and any other
Federal and State discrimination statutes. Consultant shall furnish pertinent Information regarding its employment
polides and practices as .11 as Nose of their pmposed sub -Consultants as me Sate of Florida Department of
Transportation, the Seaeary of Labor, or City may require. The above shall be required of any sub -Consultant hired by
Consultant All Equal Employment Oitponundy mquirements shall be included in all non�exempl sub -agreements
entered Into by Consultant. Sub-agtaemenls entered into by Consultant shall also include all other applicable labor
previsions. No sub-agmement shall be avrmded to any non c plylrg sub -Consultant. Additionally, Consultant shall
insert in Its sub -agreements a clause requiring sub -Consultants a include these provisions in any lower tier sub -
agreements that may in turn be made. Consultant shall comply with all state laws and local ordinances.
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21.13 Force Majeure Event. Neither party shall be considered to be In default In the performance of its obligations under this
Agreement, except obligations to make payments with respell to amounts already accrued, to the extent that
performance of any such obligations is prevented or delayed by any cause, existing or future, Mich is beyond the
reasonable central, and not a result of the fault or negligence of the affected party (a -Force Majeure Event'). If a party is
prevented or delayed in the performance of any such obligations by a Force Majeure Event such party shall immediately
provide notice to the other party of the circumstances preventing or delaying Performance and the expected duration
hereof Such notice shall be confirmed In wailing as soon as reasonably possible. The party so affected by a Force
Majeum Event shall endeavor, to the extant reasonable, to remove the obstacles which prevent performance and shall
resume performance of its obligations as soon as reasonably predicable. A Force Majeure Event shall include, but not
be limited to ads of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or
seasonal wealher conditions), war, riot, ad insurrection, Inability to obtain required permits or licenses, hurricanes and
severe floods.
21.14 Governing Law and Venue. The Agreement shall be govemed in accordance with the laws of the Slate of Florida. In
Me event of litigation WM respect to the obligation of the parties to he Agreement, he jurisdidlon antl venue of such
action shall be an appropriate State Court In Indian River County, Florida.
21A5 Governmental Restrictions. If Consultant believes that any governmental resections have been imposed hat require
alteration of he materials used, ire quality, vor manship or performance of the Services offered under the Agreement,
Consultant shall immediiately notify City in waiting, indicating the specific restriction. City reserves he right and he
complete discretion to accept any such alteration or to cancel he Agreement al no fuller expense (a City.
21.16 Immigration and Nationality Act: Consultant shall comply with all immigration laws as outliner) in 8 DSC 8 IU Ili -
City will not intentionally award City agreements to any Consultant who knowingly
employs unau orie
n
t
Alien workers. Any violation of the employment provisions outlined In the Immigration all
Nationality Act throughout the term of any Agreement with City may result In Immediate he"Ina0on of the Agreement.
City will consider the employment of unauthorized aliens a vloludon of Section 274A (a) of he Immigration and
Nationality Ad. Such violation will be cause for unilateral cancellation of da Agreement, by City, if Consultant knowingly
employs unauthorized aliens.
21.17 Inspection, Performance, Supervision, City reserves the right to impact he Services provided by Consultant, whether
parmily or fully completed, at any time, as deemed appropriate by City for (he purpose of ensuring Consultant's
performance under die Agreement. Such inspections performed by City, shall not be construed as a final approval of
Consultant's Service, and shall not relieve Consultant from its obligations under he Agreement. City reserves the right
to inspect, at any reasonable time with prior notice, Consultant's facilities to assess conformity of he prevision of the
Services with the Agreement requirements. City reserves the right to investigate or inspect, at any time, wtrether the
provided of he Services complies with he Agreement requirements. Consultant shall at all times during the Agreement
term remain responsive and responsible. Consultant must be prepared, if requested by City, to present evidence of
experience, ability, and financial standing, as well as a statement as to capacity, of Consultant for he performance of the
prevision of he Services covered under the Agreement. This paragraph shall not mean or imply that it is obligatory
upon City to make an investigation either before or after award of ilia Agreement, but should City elect to do so,
Consultant is not shaved from fulfilling all Agreement requirements Consultant shall supervise add direct he performance
of its Services and shall be solely responable for the means, mehgds, techniques, sequences, and safety of construction and
operations. Consultant will employ all maintain at he Project Site a gwlifieal supervisor or supermlendent who shall have
been designated in writing by Consultant as the Corsultants represenbtive at Use Project Site. The supervisor or
supervmlertlent shall here 64 au8pdty In ad on behalf of Consultant antl ag cannnw:retiars given to he spas iso or
vperimeMerd shall be as binding as If given directly (o Consultant The supervisor or superintendent t shag be present on ilia
Project Site at all times as required to perform adequate supervision antl cooaimski of the Consultants Services
21.18 Lawful Claims and Demands. Should any outstanding claims by sub -Consultants or suppliers incurred in the
Performance of the Services materialize after City has made Payment to Consultant, Consultant will Indemnify and save
City harmless tram such calms. Acceptance by Consultant of payment shell be and shall operate as a release to City of
all claims and all liabilities to Consultant other than claims in stated amounts as may be specifically excepted by
Consultant for things time or furnished In connection with he prevision of Ilia Services, all for every act and neglect of
City all others relating to or adding out of the provision of the Services covered under his Agreement. Any payment,
whether final or olheir im, shall not release Consultant or his sureties from any obligations under theAgreement
21.19 Non -Funding Clause. In the event sufficient budgeteifunds are not available or depleted City shell nobly Consultant of
such occurrence and agreement shall tmminam without Penally or expense to the City.
21.20 Non -Performance Clause. The Consultant recognizes hat due to the nature of he services to be performed under his
Agreement, it is essential hat the Work be completed in a timely dander in accordance sigh he schedules approved by
Me City. Nan-perfomunceldeficiencles as identified by the City to the Consultant shall be addressed 1. Verbally 2.
Written Notice. If he deficiency has not been corrected to the satisfaction of the City whdn the time fume provided, he
City may have he work Performed by either Its internal personnel or a third party and charge the cost against payments
due he Consultant. Repeated deficiencies may result in the tmmination of this Agreement.
21.21 Ownership and Copyright All reports, twangs, plans, specifications, Field books, survey Information, maps, contract
documents, and other data developed by the Consultant pursuant to this Agreement shall be vested to the City. Said
materials shall be made available by the Consultant at any time upon request of the City.
21.22 Permits. The Consultant shall apply for all required building permits from City of Sebastian all Is responsible for any
associated fees.
21.23 Project Site Conditions. Consultant shall be deemed to have examined Pmjed Silels), if applicable and to have
secured full knowledge of all conditions under which the Services are to be executed and completed.
City of Sebastian, Florida /Johnson, Mirmiran 8 Thompson, Inc.
RFQ 21-01 Continuing Engineering Services (RE -BID) Page 8 of 9
Dacusign Envelope 10. 44436643-5698dC19-8846-066A85A8O663
21.24 Relationship. Consultant is an independent Consultant to City in the provision of the Services under this Agreement and
Is not an employee, agent, joint -venture, or partner of City.
21.25 Remedies. If any event of default occurs, City shall have the right, at the option of City, to pursue all remedies available
at law or equity, including the termination of this Agreement and all rights of Consultant hereunder. Notwithstanding
City's termination of the Agreement, Consultant shall remain liable to City for all claims for damages, coats or attorney s
fees arising prior to such termination.
2126 Reuse of Documents. All documents, including but not limited to reports. drawings and specifications, prepared by the
Consonant pursuam to this Agreement, are related exclusively to the services described heroin. They are not Intended or
represented ro be suitable for use by the City or others on extensions of this project or on any other project. The City's reuse
of any document or dmWng shall be at the Ckye am risk _
21.27 Risk of Loss. Unfit the Services have been accepted by City, risk of loss or damage to any materials, equipment,
supplies or work product, whether partially or fully completed, that are associated with the Services shall remain wM
Consultant.
21.28 Schedules, Reports and Records. Consultant shall submit to City cast schedules, progress schedules, estimates,
records, reports, and any other data, as related to the provision of the Services covered under the Agreement.
Fudharmore, City reserves the right to Inspect and audit Consultant's books and records relating to the Agreement when
deemed appropriate by City. Al schedules. squads and moods of Consultant, as they relate to the Agreement, shall be
retained by Consultant fora period of throe (3) years horn Medals official payment underthe Agreement.
2129 Security and Confidentiality. Consultant shall comply fully with all secunty procedures of City in the performance of the
Agreement. Consultant shall not divulge to third parties any information obtained by Consultant or its agents,
distributes, mseilers, sub -Consultants, officers or employees In the course of the provision of the Services without the
written consent of City. However, Consultant shall be permitted to release information to third parties if such information
is publicly available through no fault of Consultant, information that Consultant developed indeper hody without relying
on City a information, or information that is otherwise obtainable under State and Federal law as a public record. To
insure confidentiality, Consultant shall take appropriate measures as to its personnel, agents, and sub -Consultants. The
warranties of this paragraph shall survive the Agreement.
21.30 Savembility. If a court de on s any provision of the Agreement void or unenforceable, that provision shall be enforced
only to the extent that it is not in violation of law or is not otherwise unenforceable and all other previsions shall remain in
Nil to. and effect
21.31 Survival. All express representations, waivers, indemnifications, and limitations of liability Included in this Agreement will
survive completion or termination of the Agreement for any reason.
21,32 Taxes. Consultant shall pay all sales, consumer, use and other similar taxes required to be paid by Consultant in
accordance with the laws and regulations of the State of Florida which am applicable to the prevision of the Services
under the Agreement City will not pay for any personal property, taxes levied on Consultant or for any taxes levied on
Consultant's employees' wages. Pity is a political subdivision N the State of Florida and holds a state of Florida Sales
Tax Exemption Certificate (No. 8&8012621778C-1) All purchases made by City directly from a dealer, distributor or
manufacturer for materials, equipment or supplies ("direct purchase") instead of through the Consultant are exempt from
sales, consumer, use and ether similar lazes.
21.33 Waiver. The delay or failure by City to exercise or enforce any of its rights under this Agreement shall not constitute or
be deemed a waiver of City's right thereafter to enforce those rights, nor shall any single or partial exercise of any such
right preclude the City of any other or further exercise thereof or the exercise of any other right.
22. Authority. Each person signing the Agreement Warrants that he or she is duly authorized to do so
and to bind the respective party to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year noted above.
JOFIN21Wd2,MIRAN & THOMPSON, INC,: THE
rCyleTpOFgS, EBASTIAN, FLORIDA:
BY I '/do"I Sfit'S DATE: 2/22/2021 1 3:37:17``Prot(1, DATE:T 2/23/2021 8:18:33 AM I
DaSid-StfgklesY�P) vl P 1h: FEs as St raYll
VICE PRESIDENT CITY MANAGER
ATTEST (SEAL): Approved as to form and legality for
_ weMam. reffallc City of Sebastian only
9ealasUeoYMBkams, MMC pd5o..
CITY CLERK CITY ATTORNEY
City of Sebastian, Florida /Johnson, Mirmifan 8 Thompson, Inc.
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