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HomeMy WebLinkAbout07-12-2023 CC Agenda01) if �E BAST HOME OF PELICAN ISLAND SEBASTIAN CITY COUNCIL REGULAR MEETING AGENDA WEDNESDAY, JULY 12, 2023 — 6:00 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA ALL AGENDA ITEMS MAY BE INSPECTED IN THE OFFICE OF THE CITY CLERK OR ON THE CITY'S WEBSITE 1. CALL TO ORDER 2. INVOCATION — Pastor Grant Foster, Riverside Church Assembly of God 3. PLEDGE OF ALLEGIANCE — Led by Council Member McPartlan 4. ROLL CALL 5. AGENDA MODIFICATIONS Modifications for additions require a unanimous vote of City Council 6. PROCLAMATIONS. AWARDS. BRIEF ANNOUNCEMENTS Presentations ofproclamations, certificates and awards, and brief timely announcements by Council and Staff. No public input or actions under this heading. pgs 6-9 A. Supervisor of Elections Leslie Rossway Swan — Changes to Vote -By -Mail Ballot Requests B. Proclamation — Treasure Coast Waterway Cleanup Week — July 15-23, 2023 - Justin Beard, Executive Director, Marine Industries Association of the Treasure Coast and Felicia Gordian, City of Sebastian Environmental Technician The public is invited to participate in the cleanup Saturday, July 22, 2023 - Meet at the Main Street Boat Ramp — 8am 7. PUBLIC INPUT The heading on Regular Meeting agendas "Public Input "provides an opportunity for individuals to bring NEW INFORMATION OR REQUESTS TO CITY COUNCIL NOT OTHERWISE ON THE PREPARED AGENDA. Individuals are asked to resolve matters with staff prior to meetings. Individuals are asked to provide copies of materials for Council one week prior to the meeting if they intend to refer to specific material. City Council will not debate an issue during Public Input but may by consensus direct a Charter Officer in regard to the item if necessary or place a requested item on a future agenda. 1 of 215 8. CONSENT AGENDA All items on the consent agenda are considered routine and will be enacted by one motion. There will be no separate discussion of consent agenda items unless a member of City Council so requests; in which event, the item will be removed and acted upon separately. Ifa member of the public wishes to provide input on a consent agenda item, he/she should request a Council Member to remove the item for discussion prior to start of the meeting or by raising his/her hand to be recognized. pgs 10-16 A. Approval of Minutes — June 28, 2023 Regular City Council Meeting pgs 17-80 B. Award Consultant Service Agreements for Professional Planning and Architect Services to GAI Consultants, Inc.; Kimley-Horn and Associates, Inc.; LandDesign, Inc.; Inspire Placemaking Collective, Inc. and Coastal Wide, LL• C for Three Years with Two Optional One -Year Extensions and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, Summary, Agreements) pgs 81-86 C. Approve the Execution of a Contract with Trane USA Services for the Repair of the Air Conditioning Unit at City Hall and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, Proposal) pgs 87-96 D. Approve the Purchase of Two (2) Commercial Mowers to Replace Older Equipment for the Sebastian Municipal Airport and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, Quotes) pgs 97-105 E. Approve the Purchase of One (1) Ram 1500 Tradesman Crew Cab, V8, 2-Wheel Drive Pick -Up Truck for the Leisure Services Department and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, Quote, FL Vendors, Quotes) 9. COMMITTEE REPORTS & APPOINTMENTS City committee reports and Council Member regional committee reports. No public input or action except for City committee member nominations and appointments under this heading. 10. PUBLIC HEARINGS - None 11. UNFINISHED BUSINESS - None 12. NEW BUSINESS pgs 106-140 A. Resolution No. R-23-15 — Federal Aviation Administration (FAA) Airport Improvement Program (AIP) Grant Agreement 3-12-0145-021-2023 — Runway 05-23 Rehabilitation — Authorizing the City Manager to Execute the Appropriate Documents (Transmittal, R-23-15, Grant) 2 of 215 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN FAA AIRPORT IMPROVEMENT PROGRAM (AIP) GRANT FOR FUNDING THE COST OF "RUNWAY 05-23 ASPHALT REHABILITATION" AT THE SEBASTIAN MUNICIPAL AIRPORT; PROVIDING FOR CONFLICT; PROVIDING FOR SEVERABILITY; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. pgs 141-176 B. Award Ranger Construction Industries, Inc. to be the Licensed Contractor Selected in Response to ITB #23-10 - Runway 05-23 Rehabilitation at the Sebastian Municipal Airport and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, Bid Tab, Agreement) pgs 177-196 C. Authorize CSA #10 Work Services Agreement with Infrastructure Consulting and Engineering, Inc. (ICE) to Provide Professional Engineering Services Relative to FDOT FM451510-1-94-01 and FAA X26-SOG-3-12-0145-021-2023, Rehabilitation of Runway 05-23 at the Sebastian Municipal Airport and Authorize the City Manager to Execute the Appropriate Documents (Transmittal, CSA-10, Exhibit A) pgs 197-200 D. Approval to Name Miller Construction Company as the Design -Build Firm in Response to RFQ #23-01 - Design -Build Four (4) Airport Hangars at the Sebastian Municipal Airport and Authorize Negotiations for a Guaranteed Maximum Price Contract (Transmittal, RFQ, R-22-30) pgs 201-215 E. Approval of the Final Project Report Prepared by Pavement Management Group Inc. (PMG) to Finalize the City's Paving and Preservation Plan through Fiscal Year 2028 (Transmittal, Report) 13. CITY ATTORNEY MATTERS 14. CITY MANAGER MATTERS 15. CITY CLERK MATTERS 16. CITY COUNCIL MATTERS A. Council Member Dixon B. Council Member Dodd C. Council Member McPartlan D. Mayor Jones E. Vice Mayor Nunn 17. ADJOURN (All meetings shall adjourn by 9: 30 pm unless extended for up to one half hour by a majority vote of City Council) 3 of 215 NO STENOGRAPHIC RECORD BY A CERTIFIED COURT REPORTER WILL BE MADE OF THE FOREGOING MEETING. ANY PERSON WHO DECIDES TO APPEAL ANY DECISION MADE BY THE CITY COUNCIL, BOARD OR AGENCY WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING OR HEARING WILL NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE HEARD. (F.S` 286.0105) IN COMPLIANCE WITH THE AMERICAN WITH DISABILITIES ACT (ADA) OF 1990, ANYONE WHO NEEDS A SPECIAL ACCOMMODATION FOR THIS MEETING SHOULD CONTACT THE CITY'S ADA COORDINATOR AT 388-8226 — ADA@CITYOFSEBASTIAN.ORG AT LEAST 48 HOURS IN ADVANCE OF THIS MEETING. ZOOM INFORMATION Please click the link to join the webmar: https:Hus02web.zoom.us/i/86113989684 Or One tap mobile: +13052241968„86113989684# US +13092053325„86113989684# US Webinar ID: 861 1398 9684 International numbers available: https://us02web.zoom.us/u/kdjzRrwlil PROCEDURES FOR PUBLIC INPUT IN ACCORDANCE WITH RESOLUTION NO. R 21-32 Resular Citv Council Meetings Public input is ALLOWED under the heading: Consent Agenda v Public Hearings Unfinished Business wo New Business Public Input Public Input is NOT ALLOWED under the headings: v, Proclamations, Awards, Brief Announcements (except for individuals giving or accepting proclamations or awards); • Committee Reports and Appointments (except for committee members giving reports and applicants being interviewed for committee appointments); • City Council Matters Charter Officer Matters Council may, by majority vote, call upon an individual to provide input if desired. Workshops and Special Meetings Public input is limited to the item on the agenda Time Limit Input on agenda items where public input is permitted on agendas is FIVE MINUTES; however, City Council may extend or terminate an individual's time by majority vote of Council members present. Input Directed to Chair Speakers shall address the City Council IMMEDIATELY PRIOR TO CITY COUNCIL DELIBERATION of the agenda item and ALL INPUT SHALL BE DIRECTED TO THE CHAIR, unless answering a question of a member of City Council or City staff. Individuals shall not address City Council after commencement of City Council deliberation on an agenda item after public input has concluded, providing, however, the Mayor and members of City Council may recall an individual to provide additional information or to answer questions. 4 of 215 Certain Remarks Prohibited Personal, impertinent, and slanderous remarks, political campaigning, and applauding are not permitted and may result in expulsion from the meeting. The Chair shall make determinations on such remarks, subject to the repeal provisions below. Appealing Decisions of Chair Any member of Council may appeal the decision of the Chair to the entire Council. A majority vote of City Council shall overrule any decision of the Chair. Public Input Headine on Agenda The heading on Regular Meeting agendas "Public Input" provides an opportunity for individuals to bring NEW INFORMATION OR REQUESTS TO CITY COUNCIL NOT OTHERWISE ON THE PREPARED AGENDA. Individuals are asked to attempt to resolve matters with staff prior to meetings. Individuals are asked to provide copies of material for Council one week prior to the meeting if they intend to refer to specific material. City Council will not debate an issue during Public Input but may by consensus direct a Charter Officer in regard to the item if necessary or place a requested item on a future agenda. 5 of 215 RENEW YOUR VOTE -BY -MAIL BALLOT AEQUEST TODAY V*TE BY MAIL Vote-By-Mail Ballot Request • All requests for mail ballots expired on December 31, 2022 is SUPERVISOR vELECTIONS Voters wishing to vote by mail in the 2023 — 2024 elections are required to make a new Vote -By -Mail Ballot request. 5VPERVI5OR „f ELECTIONS j A vote -by -mail ballot may be requested for: A specific election or • All elections through the next regularly scheduled General Election year SUPERVISOR ,I ELECTIONS Ways To Request Your Vote -By -Mail Ballot Online: VotelndianRive r.gov By Phone: (772) 226-4700 In Person: Supervisor of Elections Office 4375 43,d Avenue, Vero Beach Email: Send request via email to: votebymail@VoteIndianRiver.gov In Writing: Indian River County Supervisor of Elections . 4375 43rd Avenue, Vero Beach 32967 By Fax: (772) 770-5367 5UPERVESOI2 �IELECTIONS A ;^ ON ��r_ A Vote -By -Mail Request Must Include the Voter's: • Florida Driver License Number • Florida Identification Card Number or Last four digits of Social Security Number Si1PERV150 1 ELECTION Who Can Request A Vote -By -Mail Ballot? • A voter Voter's designated immediate family member • Voter's legal guardian SUPERVISOR l ELECTIONS noNOT AHOY RE�URsr � VOTE -By -Mill BALLOT li* i t I BY MAIL MOM SESAvn HOME OF PELICAN ISLAND SEBASTIAN CITY COUNCIL & COMMUNITY REDEVELOPMENT AGENCY MEETING MINUTES WEDNESDAY, JUNE 28, 2023 — 6:00 P.M. CITY COUNCIL CHAMBERS 1225 MAIN STREET, SEBASTIAN, FLORIDA 1. Mayor Jones called the Regular City Council meeting to order at 6:00 p.m. 2. A moment of silence was held. 3. Council Member Dixon led the Pledge of Allegiance 4. ROLL CALL Mayor Fred Jones Vice Mayor Chris Nunn Council Member Kelly Dixon Council Member Ed Dodd Council Member Bob McPartlan Staff Present: Administrative Services Director/CFO Ken Killgore Interim City Attorney Andrew Mai City Clerk Jeanette Williams Community Development Director/CRA Manager Lisa Frazier Community Development Manager Dorri Bosworth City Engineer/Public Works Director Karen Miller Procurement/Contracts Manager Don Wixon Human Resources Director Cindy Watson Airport Manager Jeff Sabo Police Captain Tim Wood 5. AGENDA MODIFICATIONS - None 6. PROCLAMATIONS. AWARDS, BRIEF ANNOUNCEMENTS BriefAnnouncements: Tuesday, July 4 - Freedom Festival — Parade begins at 8: 30 am — Vendors, Food, Kids Activities, and Music in Riverview Park, from 10: 00 am - Fireworks at 9: 00 pm Vice Mayor Nunn announced the festivities scheduled for July 4`'' 7. PUBLIC INPUT 10 of 215 Regular City Council & CRA Meeting June 28, 2023 Page 2 Grace Reed, Sebastian, thanked Council for making the decision to run for Council which takes time away from their personal lives. During the past few months, she has determined it is a thankless job with little compensation. She said there are some who are quick to ridicule, defame or threaten their next vote but they don't appear willing to run to take on the task of representing the people. She said in November she will make her decision based on what Council has shown her and how they treat the public and interact with their peers. Ron Mather, Sebastian, said now that people are comfortable not wearing masks, he thought if Council Members were not present at the meetings, their vote should not count; it should go back to the way it was. Vice Mayor Nunn advised the voting precedence is based on state law and the City's Charter and ordinances. They could look at it in a future Charter review but it wasn't something they could just change. Mr. Mather said he contacted Waste Management to see who owns the newly distributed carts and was advised that Waste Management does. He asked if there is a hurricane, why would he want to take care of Waste Management's property. He asked who is liable for it blowing around in the street. Mayor Jones advised that was a legal question for Waste Management. 8. Mayor Jones recessed the City Council meeting at 6:09 p.m. and convened the Community Redevelopment Agency meeting. A. Approval of Minutes — September 30, 2022 CRA Meeting B. Aunroval of Minutes — April 26, 2023 CRA Meeting MOTION by Mr. Dodd and SECOND by Mr. McPartlan to approve the CRA minutes for the September 30, 2022 and April 26, 2023 meetings. Roll call: Vice Chairman Nunn - aye Ms. Dixon - aye Mr. Dodd - aye Mr. McPartlan - aye Chairman Jones - aye Motion carried. 5-0 C. Approve the Sebastian CRA Sustainable Economic Redevelopment Master Plan 2023 (Transmittal. Plan) The Administrative Services Director advised the consultants who were employed to develop the master plan were present and ready to make a presentation. 11 of 215 Regular City Council & CRA Meeting June 28, 2023 Page 3 Laura Smith, Urban Analytics Manager, GAI Consultants, Inc. introduced herself and said some benefits of this update were the identification of items that needed to be taken out of the CRA Trust Fund and placed in the City's budget; an inconsistency in the County's contribution that will benefit the City going forward; and a reminder that the CRA will sunset in 10 more years. Natalie Frazier, Senior Analyst, GAI Consultants, Inc. displayed a PowerPoint presentation outlining the process of updating the plan and some of the findings. (See attached) She said GAI recommends evaluating the projects and programs that will remain active within five years of this update to see if extending the agency is necessary; adopting a formal definition of "old fishing village;" developing a formal style guide to provide design criteria to prevent delays in developing and redeveloping the existing structures; modifying each overlay district to adopt the fishing village and style guide; and prioritizing the opportunity sites identified in the plan. Mr. Dodd asked if they should prioritize the five catalysts sites and go forward. The CRA Manager said two sites are currently out for RFP and she is hopeful that Council will be comfortable with what will be proposed to give the City the economic boost they are looking for. There are grant dollars and plans to expand the Working Waterfront area as well as a design to expand the Riverview Park area recommended by 2018 GAI Mr. Dodd asked if separate action was needed to develop Catalyst Site 5 noting developing parks was the number one priority of a recent citizen's survey. The CRA Manager advised there is funding available to move forward with a design for Harrison Street and the overflow parking area. In the next year there is construction money. Ann Gallop, Sebastian, said she had the opportunity to look through the plan and noted it sounds like it is to be a 15-Minute City which is a global agenda affecting rights and freedom which she hopes Sebastian isn't walking into. Llisa Boisvert said she understood that the City didn't pay for the plan and asked who was the benefactor? She said China has some 15-minutes cities and asked if they wanted their privacy invaded. She asked Council to research this before voting on the plan. She said there will be more litigation if this passes. Louise Kautenburg, Sebastian, commended Ms. Boisvert's suggestion that they should all do more research including her as many have missed the material provided where she would have seen the funding doesn't come from the City; the company drafted the plan at the direction of the City; and the aspirations are in balance with what the community asked for in the public meetings. She explained the County takes taxes from all of properties in the CRA and returns those monies back to the CRA as opposed to being thrown into the big bucket so that a majority of the citizens will benefit from the improvements. Vice Chairman Nunn stated the CRA district was founded in 1995 to help redevelop the riverfront area to provide a better community for the citizens. He said the plan did not 12 of 215 Regular City Council & CRA Meeting June 28, 2023 Page 4 include anything about cameras, controlling the citizens or hampering their life --only to make it better for the City on the riverfront. Mr. Dodd said he agreed with the people concerned about being controlled and reminded them that this Council refused to put cameras in school zones although he doesn't want to see people speeding through school zones. There seems to be confusion in what's talked about as a smart city which is a technology smart city with cameras and monitors. He has never seen anything in any city that is stopping people going from one zone to another except maybe in Moscow. He said there is a concept called a walkable city, where you build mixed use commercial and residential in the same area so those that live there can walk and shop where they live. They are not going to see Sebastian turn into a smart city. He didn't think the plan was tied to conspiracy things that the people talked about. He said the plan was paid for by state taxes and theoretically anything that government gives is paid for by the taxpayers. He said he doesn't want to see every move monitored with active cameras which is why he doesn't live in New York. He said that he was in favor of the plan. MOTION by Mr. Dodd and SECOND by Ms. Dixon to approve the Sustainable Economic Redevelopment Master Plan. Mr. McPartlan said he has seen all of the great things completed since the last CRA update and they should look out for growth. He noted that they are being monitored now by carrying cell phones or credits cards with the chips. He said he hoped they go to 2063 and in that short period things could change; he was in agreement with the plan. Roll call: Ms. Dixon - aye Mr. Dodd - aye Mr. McPartlan - aye Chairman Jones - aye Vice Chairman Nunn - aye Motion carried. 5-0 9. Chairman Jones adjourned the Community Redevelopment Agency meeting at 6:46 p.m. and reconvened the City Council meeting. 10. CONSENT AGENDA A. Approval of Minutes — June 14, 2023 Regular City Council Meeting 23.107 B. Approve the Ground Lessor Estoppel and Agreement from Sheltair Sebastian, LLC and Authorize the City Manager to Execute the Related Documents (Transmittal, Ex. A) 13 of215 Regular City Council & CRA Meeting June 28, 2023 Page 5 23.108 C. Approve the Five Year Fuel Contract Extension with Glover Oil based on Piggyback Pricing from the City of Port St. Lucie for the Period from July 1, 2023 to July 1, 2028 (Transmittal, Letter, Amendment #2, Approval Letter) 23.109 D. Approve Alcoholic Beverages for the Sussman Family Event at the Community Center on Saturday, September 30, 2023 from 12:00 p.m. to 6:00 p.m. — Permittee DOB Verified (Transmittal, Application, Receipt) 23.110 E. Approve Alcoholic Beverages for the Richards Family Event at the Sebastian Yacht Club on Friday, November 3, 2023 from 4:00 p.m. to 10:00 p.m. — Permittee DOB Verified (Transmittal, Application, Receipt) MOTION by Vice Mayor Nunn and SECOND by Mayor Jones to approve the consent agenda. Roll call: Council Member Dodd - aye Council Member McPartlan - aye Mayor Jones - aye Vice Mayor Nunn - aye Council Member Dixon - aye Motion carried. 5-0 11. COMMITTEE REPORTS & APPOINTMENTS - None 12. PUBLIC HEARINGS - None 13. UNFINISHED BUSINESS - None 14. NEW BUSINESS - None 15. CITY ATTORNEY MATTERS The Interim City Attorney said this was his last meeting as the Interim City Attorney and he appreciated their confidence in allowing him to serve. He enjoyed his time with them and he looked forward to doing any work he can for them in the future. 16. CITY MANAGER MATTERS The Administrative Services Director said the golf course driving range netting should be completed next week and the new golf carts were delivered last Friday. 17. CITY CLERK MATTERS - None 18. CITY COUNCIL MATTERS A. Vice Mavor Nunn 14 of 215 Regular City Council & CRA Meeting June 28, 2023 Page 6 Vice Mayor Nunn said during COVID, someone encouraged him not to take the federal COVID money and his position was that the money was coming from the tax payers even if Sebastian didn't take the benefit. It is more fitting for Sebastian to receive the benefit than another city. He said federal grant money is a wonderful thing because it allows them to take tax money and put it back into our community. B. Council Member Dixon Council Member Dixon said after some of the things that were said tonight, the whole reason she ran during this busy time of her life was because she is raising a young family and she would like it to be a great place for kids to come back and raise their families. She let the public know that she considers the future and looks at the big picture in every decision. C. Council Member Dodd Council Member Dodd said in the newspaper this morning there was an advertisement for the State Housing Initiatives Partnership (SHIP) program where funds will be available that can assist families get into affordable housing whether it is repairing an old property or purchasing a new house. He said the Council will open the application process on July 171h. He asked that further information be provided on the City's website. Council Member Dodd asked for a consensus to request the City Manager to move Catalyst Site 5 of the CRA Master Plan forward to produce a working plan to finalize the design as the City could benefit from some of the ideas such as the amphitheater and staging. There was a consensus of Council to move forward. He thanked everyone for their hard work and the citizens that came in to talk to them tonight. Vice Mayor Nunn encouraged the public to look into the SHIP Program. D. Council Member McPartlan Council Member McPartlan said he hoped that Human Resources Director will have a presentation on the AARP Senior Community Service Employment Program in the near future. He said he is interested in bringing come of the community programs to Sebastian. E. Mayor Jones 23.111 i. Consider a Joint Meeting with the Indian River County Board of Commissioners to Identify the Ton Five Issues of Mutual Concern 15 of 215 Regular City Council & CRA Meeting June 28, 2023 Page 7 Mayor Jones said he has been having a few conversations with Indian River County Commission Chairman Joe Earman with regards to holding a joint meeting on five or six mutual concerns they can work on together. For example, septic to sewer on the river; and asked Council for consensus to have staff draft those concerns and share them with the County. Council Member McPartlan asked if a workshop would be better and include all of the municipalities. Mayor Jones said he would like to hold it in the public so everyone can see that we are all working together. Staff would draft up the concerns and then work with the officials to select a meeting date. There was Council consensus to hold a joint meeting of mutual concerns. 19. Being no further business, Mayor Jones adjourned the Regular City Council Meeting at 6:58 p.m. Approved at the July 12, 2023 Regular City Council meeting. Mayor Fred Jones ATTEST.• Jeanette Williams, City Clerk 16 of 215 �n+a HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetin! Date: July 12, 2023 Avenda Item Title: Award Consultant Service Agreements for Professional Planning and Architect Services and Authorize the City Manager to Execute the Appropriate Documents Recommendation: Staff recommends City Council approve the selection of the top five (5) scoring Consultants for Professional Planning and Architect Services submitted under RFQ 23-06, and authorize the City Manager to execute the individual agreements. Backuround: Community Development historically maintains three (3) to five (5) Community Development Consultants for Professional Planning and Architect Services. The Consultants provide advice/consultation, technical investigation/analysis, design, and other professional services necessary in the implementation of City plans, projects, and initiatives. On February 22, 2023, Stair posted a Request for Qualification (RFQ) for continuing Professional Planning and Landscape Architect Services, RFQ #23-06, in accordance with the Consultants' Competitive Negotiation Act (CCNA, FS287.055). The City received nine (9) responses from qualified firms. A Selection Committee was formed to review and rank the firms in accordance with criteria outlined within the RFQ. The top five (5) firms were ranked highly qualified and available to provide the posted services. Staff recommends approval of continuing services Consultant Service Agreements with the following five (5) firms shown in the attachments. The effective date of the contracts will be July 13, 2023, expiring on July 12, 2026, with two (2) additional one (1) year terms. If A^enda Item Requires Exuenditure of Funds: Budgeted Amount: NA Total Cost: NA Funds to Be Utilized for Appropriation: NA Attachments: 1. Ranking Summary 2. GAI Consultants, Inc., Agreement 3. Kimley-Horn and Associates, Inc., Agreement 4. LandDesign, Inc., Agreement 5. Inspire Placemaking Collective, Inc., Agreement 6. Coastal Wide, LLC, Agreement Administrative Services Department eview: City Attorney Review Procurement Division Review, if applicable: City Manager Authorization: Date: 6 0 o a 3— - — 17 of 215 MOF P , AN HOME OF PELICAN ISLAND Administrative Services Department Procurement Division 1225 Main Street Sebastian, FL. 32958 (772)388-8232 RFO #23-06, PROFESSIONAL PLANNING AND ARCHITECT SERVICES RFO TABULATION Company Lisa Frazier Darin LaGesse Dori Bosworth Total Score GAI Consultants, Inc. 98 100 100 298*** Kimley-Horn and 98 100 95 293*** Associates, Inc. Inspire Placemaking 94 95 95 284*** Collective, Inc. LandDesign Inc. 93 100 77.5 270.5*** Coastal Wide, LLC 100 90 62.5 252.5*** Hitchcock Design Group 70 70 90 230 NUE Urban Concepts 60 85 82.5 227.5 Klavon Design Associates 65 87.5 72.5 225 Axis infrastructure 75 85 222.5 62.5 Upon review of the proposals from the nine (9) submittals, the Evaluation Committee recommends five (5) for award. The five (5) professional planninp- and architect services are as follows: 1) GAI Consultants 2) Kimley-Horn & Associates 3) Inspire Placemaking Collective 4) LandDesign, Inc. 5) Coastal Wide Page 1 of 1 18 of 215 NON-EXCLUSIVE AGREEMENT For RFQ 23-06, CONTINUING PROFESSIONAL PLANNING AND LANDSCAPE ARCHITECT CONSULTING SERVICES THIS AGREEMENT entered into this 13T" day of July, 2023 between the City of Sebastian, a Florida municipal corporation, hereinafter referred to as the "CITY", and G-A-I Consultants, Incorporated, hereinafter referred to as the "Planning and Landscape Architect Consultant." WITNESSETH The City and the Planning and Landscape Architect Consultant, in consideration of their mutual covenants, herein agree with respect to the performance of professional planning and landscape architecture services by the Planning and Landscape Architect Consultant, and the payment for those services by the City, as set forth below and in the individual Consultant Service Agreements (CSA). This agreement shall be referred to as the "MASTER AGREEMENT" under which future CSAs will apply. The Planning and Landscape Architect Consultant shall provide the City with professional planning and landscape architect services and such other related services as defined in each specific CSA, in all phases of each project unless specified otherwise. The Planning and Landscape Architect Consultant shall serve as the City's professional representative for the project(s) as set forth in each CSA, and shall provide professional advice to the City during the performance of the services to be rendered and as to the fulfillment of project requirements. The Planning and Landscape Architect Consultant is retained by the City to perform these consulting services under this non-exclusive continuing agreement with the City. SECTION 1— AGREEMENT DOCUMENTS The Agreement Documents shall be made part of this Master Agreement as follows: Exhibit A — GAI Hourly Billing Rates Exhibit B — GAI Proposal Exhibit C - City's RFQ 23-06 Proposal SECTION 2 — SCOPE OF SERVICES The Scope of Services shall be identified in each individual CSA prepared by the Planning and Landscape Architect Consultant and approved by the City. Each CSA will be numbered to track the issuance of a project. Example: (RFQ #23-06-Consultant-CSA#), i.e., 23-06-GAI-CSA-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 performed and completed by the agreed upon and specified date within the CSA and any allowed closeout time frame. NOTE: An added CSA shall be submitted for additional work (i.e., 23-06-GAI-CSA-01-ADDl). Basic services required of the Planning and Landscape Architect Consultant for the project will be described in other appropriate sections of this Agreement and in individual CSAs. G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 19 of 215 SECTION 3 - CITY OBLIGATIONS The City agrees to provide the following material, data, and/or services as required in connection with the work to be performed under this Agreement: A. Provide the Planning and Landscape Architect Consultant with a copy of any pertinent preliminary data or reports available to the City. B. The City shall be responsible for obtaining only those permits delineated in the individual CSA or those required to complete the project if such permit requirements are made into law and established by regulatory agencies after the effective date of the CSA. C. The City will promptly execute all completed permit applications required to expedite the acquisition of any local, state or federal permits made necessary by the project. D. The City shall make all provisions for the Planning and Landscape Architect Consultant to enter upon public or private property as reasonably required for the Planning and Landscape Architect Consultant to perform its services. SECTION 4 - CITY'S ALLOTMENT OF PROJECT ASSIGNMENTS/WORKLOAD TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS The City, at its sole discretion, will assign projects to the selected Planning and Landscape Architect Consultants 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 Planning and Landscape Architect Consultant, and/or special expertise or knowledge possessed by one of the Consultants that may be pertinent to the particular project. Planning and Landscape Architect Consultants shall have no right to appeal or challenge the City's decision(s) regarding distribution. SECTION S - SCOPE OF SERVICES The Planning and Landscape Architect Consultant agrees to perform all necessary professional consulting services in connection with the assigned project(s) as required and as set forth in the following: 1. The Planning and Landscape Architect Consultant will endeavor not to duplicate any previous work done on any project. Before issuance of a CSA and written authorization to proceed, the Planning and Landscape Architect Consultant shall consult with the City to clarify and define the City's requirements for the project(s) and review all available data. 2. In order to accomplish the work under the time frames and conditions set forth in this Agreement, the Planning and Landscape Architect Consultant shall observe the following requirements: a) The Planning and Landscape Architect Consultant shall complete its work on the project(s) within the time allowed by maintaining an adequate staff of registered landscape architects, certified planners, and other employees and/or sub -consultants on the project(s) at all times. b) The Planning and Landscape Architect Consultant shall comply with all federal, state, and local laws applicable to the project(s). c) The Planning and Landscape Architect Consultant's work product shall conform with all federal, state and local laws applicable to the project(s). d) The Planning and Landscape Architect Consultant shall prepare and complete all necessary sketches, permit application drawings, calculations, and application forms to accompany the City's applications for any required federal, state, or local permits. The Planning and Landscape Architect Consultant shall reply to all permitting agency's requests for additional information related to a permit application. e) The Planning and Landscape Architect Consultant shall cooperate fully with the City in order that all phases of the work may be properly scheduled and coordinated. G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 20 of 215 f) The Planning and Landscape Architect Consultant shall provide the appropriate quantities of complete preliminary sets of 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 plan/design by the City Manager or his/her designee, and shall coordinate the project with all agencies. g) The Planning and Landscape Architect Consultant shall report the status of the project(s) to the City Manager or his/her designee upon request and hold all drawings, calculations, and related work open to the inspection of the City Manager or his/her authorized agent at any time, upon reasonable request. 3. The Planning and Landscape Architect Consultant shall furnish additional copies of reports, drawings, specifications, and other pertinent items as required by federal, state and local agencies from which approval of the project(s) must be obtained, but may charge only for the actual cost of providing such copies. The Planning and Landscape Architect Consultant shall furnish to the City the necessary number of sets of the drawings, specifications, reports, and other pertinent items as set forth in individual CSA. The cost of these sets of documents are not included in the basic compensation Daid to the Planning and Landscape Architect Consultant, but will be paid as a direct expense. All original documents, including all items furnished to the Planning and Landscape Architect Consultant by the City pursuant to this Agreement, 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 Planning and Landscape Architect Consultant shall be created, maintained, updated, and provided in the format as specified by the City. 4. The Planning and Landscape Architect Consultant acknowledges that preparation of all applicable permits for the City's submittal to governmental regulatory agencies, and the Planning and Landscape Architect Consultant's written responses to all regulatory agencies' questions, are included within the scope of basic compensation in each particular CSA. Any additional work required by regulatory agencies which establish such regulations after the effective date of the particular CSA, shall be an additional service, and the City shall compensate the Planning and Landscape Architect Consultant in accordance with Section 9, "Additional Work" of this Agreement, and in accordance with the fee schedule in an approved CSA. Approval by the City shall be required prior to commencement of any additional work. 5. Compensation to the Planning and Landscape Architect Consultant for basic services shall be in accordance with each CSA, as mutually agreed upon by the Planning and Landscape Architect Consultant and the City. A schedule of approved hourlv billing rates is included in "Exhibit A" attached. and will be included as part of each CSA when approved. SECTION 6 - TIME FOR COMPLETION The time for completion of each project shall be defined in the CSA. SECTION 7 — 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). 3 1 P 12 G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 21 of 215 SECTION 8 — COMPENSATION The Citv aerees to vav, and the Plannine and Landscape Architect Consultant aerees to accept, for services rendered pursuant to this Agreement. fees in accordance with the followine: A. Professional Services Fee: The basic compensation shall be mutually aereed upon by the Planning and Landscape Architect Consultant and the City prior to issuance of each CSA and the amount shall be included in the CSA to be formally approved by the City. in accordance with the approved Professional Fee Structure (Exhibit A). B. Direct Payment for Additional Services: The City does not foresee nor intend payine the Planning and Landscape Architect Consultant any travel expenses under this Agreement. Any such payment shall not be made except as specifically 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. C. The CSA shall include the total compensation. City shall pay Consultant for the completion of the work, in accordance with EXHIBIT A: GAI Fee Schedule and EXHIBIT B: GAI Proposal and EXHIBIT "C" the City's RFQ 23-06 Proposal (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 CSA's negotiated total compensation for a project, then the City will end negotiations and may move on to the next selected Planning and Landscape Architect Consultant that was solicited from the Library based on their discipline. SECTION 9 - ADDITIONAL WORK Additional work occurs when the City requests changes after it has formally approved a CSA. Additional work shall not commence until a further CSA for the additional work has been formally issued by the City, and the additional work shall be performed in accordance with the Professional Fee Schedule set forth in that CSA. SECTION 10 — PAYMENTS 10.1 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. 10.2 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 Planning and Landscape Architect 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. 411'a-,c G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 22 of 215 10.3 Resolution of Payment Request Disputes. In the event of a dispute between Planning and Landscape Architect 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 Planning and Landscape Architect 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 any action arising out of the dispute. 10.4 Payments to Sub -Consultants. When Planning and Landscape Architect Consultant receives from City any payment for Services covered under the Agreement, Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's receipt of the payment. If Planning and Landscape Architect Consultant receives less than full payment, then Planning and Landscape Architect Consultant shall be required to disburse only the funds received on a pro rata 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 Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. SECTION 11 - RIGHT OF DECISIONS All services shall be performed by the Planning and Landscape Architect Consultant to the satisfaction of the City Manager or his/her designee who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The City Manager or his/her designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and agreement time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed by the City Manager or his/her designee, and require that a Change Order (and an additional CSA) be processed in accordance with the City's legal and administrative procedures. If the Planning and Landscape Architect Consultant does not concur in the judgment of the City Manager or his/her designee as to any decisions made by him/her, it shall present written objections to the City Manager, who shall make a decision, and the Planning and Landscape Architect Consultant shall abide by the City Manager's decision. 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. 5111 L: G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 23 of 215 SECTION 12 — DOCUMENTATION Ownership and copyright subject to payment of all amounts owed or due to Planning and Landscape Architect 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 thereof, 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 shall 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 parties without the written consent of City. SECTION 13 - NOTICES All notices between City and Planning and Landscape Architect Consultant, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. SECTION 14 — TERMINATION 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 immediately 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. SECTION 15 - AUDIT RIGHTS The City reserves the right to audit the records of the Planning and Landscape Architect Consultant related to this Agreement at any time during the execution of the work included herein and for a period of three (3) years after final payment is made. SECTION 16 — SUBLETTING / OUTSOURCING / TRANSFER The Planning and Landscape Architect Consultant shall not sublet, assign, outsource or transfer any work under this Agreement without the written consent of the City. When applicable and upon receipt of such consent in writing, the Planning and Landscape Architect Consultant shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. Any such assignment / outsourcing shall not release the designated Planning and Landscape Architect Consultant from its role, duties, responsibilities, and obligations as Consultant -of -Record for the project work performed. SECTION 17 — WARRANTY 17.1 Warranty of Ability to Perform. Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's ability to satisfy its obligations under the Agreement. 611'a-,e G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 24 of 215 17.2 Warranty Against Defects in Workmanship. Planning and Landscape Architect 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, Planning and Landscape Architect Consultant shall replace the materials or equipment, or repair or redo the service, immediately upon receipt of written notice from City, at no additional expense to City. Planning and Landscape Architect 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. 17.3 Warranty of Standard Care. In the performance of professional services, Planning and Landscape Architect Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Planning and Landscape Architect Consultant will use due care in performing its services and will have due regard for acceptable professional standards and principles. Planning and Landscape Architect 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 Planning and Landscape Consultant do not comply with the foregoing warranties and City notifies the Planning and Landscape Consultant of such, then Planning and Landscape Architect 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. Planning and Landscape Architect Consultant shall and does hereby assign to City the benefits of any of Planning and Landscape Architect Consultant's sub consultants, or sub -Consultant's warranties. Such assignment shall not relieve Planning and Landscape Architect Consultant of its warranty obligations for performance or standard of care to City under this Agreement. 17.4 Warranty of Title. Title to any work product furnished by Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. When title passes to City in accordance with the Agreement, Planning and Landscape Architect Consultant warrants that the work product furnished will be free and clear of all security interests, liens and encumbrances or claims of any party. SECTION 18 — DURATION/TERM OF AGREEMENT This Agreement shall remain in full force and effect for a period of three (3) years after the date of execution thereof, or until completion of all project phases as defined by the City Manager or his/her designee, whichever occurs first, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 14. This Agreement may be extended for a period of two (2) additional one (1) year periods at the discretion of the City. Proposed changes to fees shall be communicated, in writing, to the City ninety (90) days prior to agreement expiration. The intent to renew the agreement will be by written notification to the Consultant by the Procurement Division sixty (60) days prior to agreement expiration. NOTE: The City, at its sole discretion reserves the right to exercise this renewal option. SECTION 19. MATERIALS. SERVICES. AND FACILITIES It is understood that, except as otherwise specifically stated in the Agreement, Planning and Landscape Architect Consultant shall provide and pay for all materials, 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 Planning and Landscape Architect Consultant with access to the Facilities so as to permit Consultant to meet its obligations herein. 71Pagr G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 25 of 215 SECTION 20. LICENSES AND CERTIFICATES Planning and Landscape Architect 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. SECTION 21— 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 certificate(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. Minimum Insurance Requirements. The coverages, limits or endorsements required herein protect the primary interests of City, and these coverages, limits or endorsements shall in no way 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, omission (Errors & Omissions) or any negligent acts. Automobile Liability Worker's Compensation Not less than $500,000 Combined Single Limit In accordance with Florida Statutes 440, maintain worker's compensation insurance to the extent required by law for all their employees to be engaged in work under this Agreement. 21.1 Other Insurance Provisions: 21.1.1 City of Sebastian, its council members, officers, employees and agents are to be covered as an Additional Named Insured on all policies except Worker's 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. 81pa ,c G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 26 of 215 21.1.2 Consultant 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. 21.1.3 Consultant'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 in excess of Consultant's insurance and shall be non-contributory. 21.1.4 For all policies of insurance: Consultant and its insurance carrier 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. SECTION 22 — INDEMNIFICATION The Planning and Landscape Architect Consultant shall indemnify, defend and hold harmless the City, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Planning and Landscape Architect Consultant and other persons employed or utilized by the Planning and Landscape Architect Consultant in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the City, the Planning and Landscape Architect Consultant shall, at no cost or expense to the City, indemnify and hold the City harmless of any suit asserting a claim for any loss, damage or liability specified above, and Planning and Landscape Architect Consultant shall pay any cost and reasonable 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. This provision shall survive termination of this agreement. SECTION 23 — SAFETY The Planning and Landscape Architect Consultant is responsible for safety training for the Planning and Landscape Architect Consultant's employees and their activities on the City's property and construction sites. However, in accordance with generally accepted practices, the Planning and Landscape Architect Consultant may report any observed job site safety violations to the City. SECTION 24 - CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. The parties hereto specifically waive any and all rights to trial by jury. 91Pa-,c G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 27 of 215 SECTION 25 - MODIFICATION OF AGREEMENT The Agreement may only be modified or amended upon mutual written agreement of the City and the Planning and Landscape Architect Consultant. No oral agreements or representations shall be valid or binding upon City or Planning and Landscape Architect Consultant. No alteration or modification of the Agreement terms, including substitution of product, shall be valid or binding against City. The Planning and Landscape Architect Consultant may not unilaterally modify the terms of the Agreement by affixing additional terms and incorporating such terms onto Planning and Landscape Architect Consultant's documents forwarded by Planning and Landscape Architect Consultant to City for payment. City's acceptance of product or processing of documentation on forms furnished by the Planning and Landscape Architect Consultant to City for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. SECTION 26 - E-VERIFY: In accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order 11-02; Certification of Employment Status), the Contractor must comply with the Employment Eligibility Verification Program developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. The Consultant shall (1) enroll in the U.S. Department of Homeland Security's E-Verify system, (2) utilize E-Verify to verify the employment eligibility of all new employees hired during the term of the Contract (3) utilize E-Verify to verify the employment eligibility of all employees assigned to the Contract; and (4) shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize E-Verify to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. SECTION 27 — SEVERABILITY In the event any provision, section, or paragraph of this agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. SECTION 28 - PUBLIC RECORDS Planning and Landscape Architect 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, the Planning and Landscape Architect 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. Upon completion of the Agreement, the Planning and Landscape Architect Consultant will transfer, at no cost, to the City all public records in possession of the Planning and Landscape Architect Consultant or keep and maintain public records required by the City to perform the service. The Planning and Landscape Architect 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 the Planning and Landscape Architect Consultant does not transfer the records to the City. If the Planning and Landscape Architect Consultant keeps and maintains public records upon completion of the Agreement, the Planning and Landscape Architect Consultant shall meet all applicable requirements for retaining public records. If the Planning and Landscape Architect Consultant transfers all public records to City upon completion of the Agreement, the Planning and Landscape Architect Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 the Planning and Landscape Architect 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 terms of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. 101P11gc G-A-I CONSULTANTS, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 28 of 215 oocu�,�n �nve%e /a. 6BD 86FAd gC�'��bg[}-9G�5 Dy 3ABJgJ5�34 IF TASULTA}NT Es, T RAS srR T E r c p Ns QLf s�101 Auto SEBASTIANA TEANETr DUTY A 4DING TyE respect vl Each Pers "9-'$, ZAf' .'tl'L'-IAoAfs, 'OVC.I �E PPLIC'`'� TIC}N �''I e parry to the Ang the Awe �u'illianyscpIjIA� PECK APTER 1 above TNESS cot. eventants th bastia LIp SLAT' ig FLO REQF at n orgy PI�pNE�C4 s ING Tp ftA the pTRIS V es hereto he or she is duly auth �a2_�8$'82 5 I22S IIA j GA,I have caused these r olized to do so and t CQNs�T`�NTS, p esents to be executed o brnd the Q p, f C the day and '�OCuSigne Q`�TEBr Year note 6120/2 T dF Peter DATES / 49 3g AM SEBASTr�N' PLO C• '�echl .�\ Eor RIBA: er VICE PI-16SIDENT By. Boman Benton DATE ATTEsT fSEgt INTE CITY �. } ANA'�ER ette CITY CLE rRK ms' MAIC Approved as to fob reliance by the Ct i and legalrh' for Y ofSebastian only. CI T Y AT7,oft Ey G A -I �Q CG #2NSUL r�TS, IIVC �-0�. Cp�TlNUING PdRPpIRA J,,t�o RQpESSIQNAl- pLA .HIVING AND �cNIT VICES 29 Of2lS fw X4,,bi T_ "A►t 2023 Community Development Rate Schedule Professionals include Economists, Planners, Designers, Landscape Architects, and Engineers. Any changes in hourly rates to reflect increases in cost of living, taxes, benefits, etc. will take effect on January 1, 2024. Rates in the below table are "loaded" hourly rates and include all overhead, costs, and benefits per hourly unit rate. CSG Senior Director / VP CSG Senior Director CSG Director CSG Assistant Director CSG Senior Manager CSG Economic and Real Estate Advisory Services Director C5G Manager CSG Assistant Manager CSG Senior Project Professional CSG Project Professional CSG Senior Professional CSG Professional CSG Senior Technician CSG Technician 2 CSG Technician 1 Environmental Manager Project Environmental Specialist Expert Witness Principal Technical/Professional 30 Tech nical/Professional 29 Technical /Prcfessi oval 28 Technical/Professional 27 Technical/Professional 26 Technical/Professional25 Technical/Professional 24 Technical/Professional 23 Technical/Professional 22 Technical/Professional 21 Technical/Professionat 20 Technical/Professional 19 Technical/Professional 18 Technical/Professionat 17 Technical/Professional 16 Technical/Professional 15 Techn i cal/Professional 14 Technical/Professional 13 Technicat/Pro€essional 12 Technical/Professional 11 Technical/Professional 10 Technical/Professiona109 Tech nical/Professional 08 Technical/Professional07 Technical/Professional 06 Technicai/Professional 05 Technical/Professional04 Technical/Professional 03 Technical/Professional 02 Technical/Professional 01 Technical/Support 2 Technical/Support 1 $325.00 $265.00 $235.00 I$215.00 $ 205.00 $195.00 $185.00 $165.00 $145.00 1i130.00 $115.00 $110.00 $95.00 $85.00 $65.00 $175.00 $105.00 $ 350.00 S345.00 $330.00 $315,00 $305.00 $295.00 $280.00 $275.00 $265.00 1$250,00 $235.00 $225.00 $215.00 $210,00 $200.00 $190.00 $185.00 $175.00 $170.00 $160.00 $150.00 1140,01) $135.00 $130.00 $120,00 $110.00 $105.00 V00.00 $95.00 $90.00 $85.00 $80.00 I $80.00 $65 00 30 of 215 33 RFQ #23-06 • Continuing Professional Planning and Landscape Architect Services • City of Sebastian, Florida creating great community place NON-EXCLUSIVE AGREEMENT For RFQ 23-06, CONTINUING PROFESSIONAL PLANNING AND LANDSCAPE ARCHITECT CONSULTING SERVICES THIS AGREEMENT entered into this 13"H day of July, 2023 between the City of Sebastian, a Florida municipal corporation, hereinafter referred to as the "CITY", and Kimley-Horn and Associates, Incorporated, hereinafter referred to as the "Planning and Landscape Architect Consultant." WITNESSETH The City and the Planning and Landscape Architect Consultant, in consideration of their mutual covenants, herein agree with respect to the performance of professional planning and landscape architecture services by the Planning and Landscape Architect Consultant, and the payment for those services by the City, as set forth below and in the individual Consultant Service Agreements (CSA). This agreement shall be referred to as the "MASTER AGREEMENT" under which future CSAs will apply. The Planning and Landscape Architect Consultant shall provide the City with professional planning and landscape architect services and such other related services as defined in each specific CSA, in all phases of each project unless specified otherwise. The Planning and Landscape Architect Consultant shall serve as the City's professional representative for the project(s) as set forth in each CSA, and shall provide professional advice to the City during the performance of the services to be rendered and as to the fulfillment of project requirements. The Planning and Landscape Architect Consultant is retained by the City to perform these consulting services under this non-exclusive continuing agreement with the City. SECTION 1— AGREEMENT DOCUMENTS The Agreement Documents shall be made part of this Master Agreement as follows: Exhibit A — Kimley-Horn Hourly Billing Rates Exhibit B — Kimley-Horn Proposal Exhibit C - City's RFQ 23-06 Proposal SECTION 2 — SCOPE OF SERVICES The Scope of Services shall be identified in each individual CSA prepared by the Planning and Landscape Architect Consultant and approved by the City. Each CSA will be numbered to track the issuance of a project. Example: (RFQ #23-06-Consultant-CSA#), i.e., 23-06-KH-CSA-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 performed and completed by the aereed upon and specified date within the CSA and anv allowed closeout time frame. NOTE: An added CSA shall be submitted for additional work (i.e., 23-06-KH-CSA-01-ADDl). Basic services required of the Planning and Landscape Architect Consultant for the project will be described in other appropriate sections of this Agreement and in individual CSAs. I11'aLr KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 31 of 215 SECTION 3 - CITY OBLIGATIONS The City agrees to provide the following material, data, and/or services as required in connection with the work to be performed under this Agreement: A. Provide the Planning and Landscape Architect Consultant with a copy of any pertinent preliminary data or reports available to the City. B. The City shall be responsible for obtaining only those permits delineated in the individual CSA or those required to complete the project if such permit requirements are made into law and established by regulatory agencies after the effective date of the CSA. C. The City will promptly execute all completed permit applications required to expedite the acquisition of any local, state or federal permits made necessary by the project. D. The City shall make all provisions for the Planning and Landscape Architect Consultant to enter upon public or private property as reasonably required for the Planning and Landscape Architect Consultant to perform its services. SECTION 4 - CITY'S ALLOTMENT OF PROJECT ASSIGNMENTS/WORKLOAD TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS The City, at its sole discretion, will assign projects to the selected Planning and Landscape Architect Consultants 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 Planning and Landscape Architect Consultant, and/or special expertise or knowledge possessed by one of the Consultants that may be pertinent to the particular project. Planning and Landscape Architect Consultants shall have no right to appeal or challenge the City's decision(s) regarding distribution. SECTION 5 - SCOPE OF SERVICES The Planning and Landscape Architect Consultant agrees to perform all necessary professional consulting services in connection with the assigned project(s) as required and as set forth in the following: 1. The Planning and Landscape Architect Consultant will endeavor not to duplicate any previous work done on any project. Before issuance of a CSA and written authorization to proceed, the Planning and Landscape Architect Consultant shall consult with the City to clarify and define the City's requirements for the project(s) and review all available data. 2. In order to accomplish the work under the time frames and conditions set forth in this Agreement, the Planning and Landscape Architect Consultant shall observe the following requirements: a) The Planning and Landscape Architect Consultant shall complete its work on the project(s) within the time allowed by maintaining an adequate staff of registered landscape architects, certified planners, and other employees and/or sub -consultants on the project(s) at all times. b) The Planning and Landscape Architect Consultant shall comply with all federal, state, and local laws applicable to the project(s). c) The Planning and Landscape Architect Consultant's work product shall conform with all federal, state and local laws applicable to the project(s). d) The Planning and Landscape Architect Consultant shall prepare and complete all necessary sketches, permit application drawings, calculations, and application forms to accompany the City's applications for any required federal, state, or local permits. The Planning and Landscape Architect Consultant shall reply to all permitting agency's requests for additional information related to a permit application. e) The Planning and Landscape Architect Consultant shall cooperate fully with the City in order that all phases of the work may be properly scheduled and coordinated. 211'air KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 32 of 215 f) The Planning and Landscape Architect Consultant shall provide the appropriate quantities of complete preliminary sets of 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 plan/design by the City Manager or his/her designee, and shall coordinate the project with all agencies. g) The Planning and Landscape Architect Consultant shall report the status of the project(s) to the City Manager or his/her designee upon request and hold all drawings, calculations, and related work open to the inspection of the City Manager or his/her authorized agent at any time, upon reasonable request. 3. The Planning and Landscape Architect Consultant shall furnish additional copies of reports, drawings, specifications, and other pertinent items as required by federal, state and local agencies from which approval of the project(s) must be obtained, but may charge only for the actual cost of providing such copies. The Planning and Landscape Architect Consultant shall furnish to the City the necessary number of sets of the drawings, specifications, reports, and other pertinent items as set forth in individual CSA. The cost of these sets of documents are not included in the basic compensation Daid to the Plannine and Landscave Architect Consultant. but will be Daid as a direct expense. All original documents, including all items furnished to the Planning and Landscape Architect Consultant by the City pursuant to this Agreement, 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 Planning and Landscape Architect Consultant shall be created, maintained, updated, and provided in the format as specified by the City. 4. The Planning and Landscape Architect Consultant acknowledges that preparation of all applicable permits for the City's submittal to governmental regulatory agencies, and the Planning and Landscape Architect Consultant's written responses to all regulatory agencies' questions, are included within the scope of basic compensation in each particular CSA. Any additional work required by regulatory agencies which establish such regulations after the effective date of the particular CSA, shall be an additional service, and the City shall compensate the Planning and Landscape Architect Consultant in accordance with Section 9, "Additional Work" of this Agreement, and in accordance with the fee schedule in an approved CSA. Approval by the City shall be required prior to commencement of any additional work. 5. Compensation to the Planning and Landscape Architect Consultant for basic services shall be in accordance with each CSA, as mutually agreed upon by the Planning and Landscape Architect Consultant and the City. A schedule of aDDroved hourlv billing. rates is included in "Exhibit A" attached. and will be included as Dart of each CSA when aDDroved. SECTION 6 - TIME FOR COMPLETION The time for completion of each project shall be defined in the CSA. SECTION 7 — 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). KIMLEY-HORN AND ASSOCIATES, INCORPORATED 33 of 215 RFQ ##23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES SECTION 8 — COMPENSATION The Citv agrees to vay. and the Planning and Landscape Architect Consultant agrees to accent, for services rendered pursuant to this Agreement, fees in accordance with the following A. Professional Services Fee: The basic compensation shall be mutuallv aereed upon by the Plannine and Landscane Architect Consultant and the Citv prior to issuance of each CSA and the amount shall be included in the CSA to be formally approved by the Citv. in accordance with the approved Professional Fee Structure (Exhibit A). B. Direct Payment for Additional Services: The Citv does not foresee nor intend Davine the Planning and Landscape Architect Consultant anv travel expenses under this Agreement. Any such payment shall not be made except as specifically 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. C. 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 EXHIBIT B: Proposal and EXHIBIT "C" the City's RFQ 23-06 Proposal (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 CSA's negotiated total compensation for a project, then the City will end negotiations and may move on to the next selected Planning and Landscape Architect Consultant that was solicited from the Library based on their discipline. SECTION 9 - ADDITIONAL WORK Additional work occurs when the City requests changes after it has formally approved a CSA. Additional work shall not commence until a further CSA for the additional work has been formally issued by the City, and the additional work shall be performed in accordance with the Professional Fee Schedule set forth in that CSA. SECTION 10 —PAYMENTS 10.1 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. 10.2 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 Planning and Landscape Architect 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. 411' it 2 C KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 34 of 215 10.3 Resolution of Payment Request Disputes. In the event of a dispute between Planning and Landscape Architect 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 Planning and Landscape Architect 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 any action arising out of the dispute. 10.4 Payments to Sub -Consultants. When Planning and Landscape Architect Consultant receives from City any payment for Services covered under the Agreement, Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's receipt of the payment. If Planning and Landscape Architect Consultant receives less than full payment, then Planning and Landscape Architect Consultant shall be required to disburse only the funds received on a pro rata 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 Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. SECTION 11- RIGHT OF DECISIONS All services shall be performed by the Planning and Landscape Architect Consultant to the satisfaction of the City Manager or his/her designee who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The City Manager or his/her designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and agreement time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed by the City Manager or his/her designee, and require that a Change Order (and an additional CSA) be processed in accordance with the City's legal and administrative procedures. If the Planning and Landscape Architect Consultant does not concur in the judgment of the City Manager or his/her designee as to any decisions made by him/her, it shall present written objections to the City Manager, who shall make a decision, and the Planning and Landscape Architect Consultant shall abide by the City Manager's decision. 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. 51Pit,e KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 35 of 215 SECTION 12 — DOCUMENTATION Ownership and copyright subject to payment of all amounts owed or due to Planning and Landscape Architect 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 thereof, 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 shall 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 parties without the written consent of City. SECTION 13 - NOTICES All notices between City and Planning and Landscape Architect Consultant, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. SECTION 14 — TERMINATION 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 immediately 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. SECTION 15 - AUDIT RIGHTS The City reserves the right to audit the records of the Planning and Landscape Architect Consultant related to this Agreement at any time during the execution of the work included herein and for a period of three (3) years after final payment is made. SECTION 16 — SUBLETTING / OUTSOURCING / TRANSFER The Planning and Landscape Architect Consultant shall not sublet, assign, outsource or transfer any work under this Agreement without the written consent of the City. When applicable and upon receipt of such consent in writing, the Planning and Landscape Architect Consultant shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. Any such assignment / outsourcing shall not release the designated Planning and Landscape Architect Consultant from its role, duties, responsibilities, and obligations as Consultant -of -Record for the project work performed. SECTION 17 —WARRANTY 17.1 Warranty of Ability to Perform. Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's ability to satisfy its obligations under the Agreement. 611'iiLc KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 36 of 215 17.2 Warranty Against Defects in Workmanship. Planning and Landscape Architect 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, Planning and Landscape Architect 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. Planning and Landscape Architect 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. 17.3 Warranty of Standard Care. In the performance of professional services, Planning and Landscape Architect Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Planning and Landscape Architect Consultant will use due care in performing its services and will have due regard for acceptable professional standards and principles. Planning and Landscape Architect 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 Planning and Landscape Consultant do not comply with the foregoing warranties and City notifies the Planning and Landscape Consultant of such, then Planning and Landscape Architect 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. Planning and Landscape Architect Consultant shall and does hereby assign to City the benefits of any of Planning and Landscape Architect Consultant's sub consultants, or sub -Consultant's warranties. Such assignment shall not relieve Planning and Landscape Architect Consultant of its warranty obligations for performance or standard of care to City under this Agreement. 17.4 Warranty of Title. Title to any work product furnished by Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. When title passes to City in accordance with the Agreement, Planning and Landscape Architect Consultant warrants that the work product furnished will be free and clear of all security interests, liens and encumbrances or claims of any party. SECTION 18 — DURATION/TERM OF AGREEMENT This Agreement shall remain in full force and effect for a period of three (3) years after the date of execution thereof, or until completion of all project phases as defined by the City Manager or his/her designee, whichever occurs first, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 14. This Agreement may be extended for a period of two (2) additional one (1) year periods at the discretion of the City. Proposed changes to fees shall be communicated, in writing, to the City ninety (90) days prior to agreement expiration. The intent to renew the agreement will be by written notification to the Consultant by the Procurement Division sixty (60) days prior to agreement expiration. NOTE: The City, at its sole discretion reserves the right to exercise this renewal option. SECTION 19. MATERIALS. SERVICES. AND FACILITIES It is understood that, except as otherwise specifically stated in the Agreement, Planning and Landscape Architect Consultant shall provide and pay for all materials, 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 Planning and Landscape Architect Consultant with access to the Facilities so as to permit Consultant to meet its obligations herein. 711'auv KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 37 of 215 SECTION 20. LICENSES AND CERTIFICATES Planning and Landscape Architect 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. SECTION 21— 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 certificate(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. Minimum Insurance Requirements. The coverages, limits or endorsements required herein protect the primary interests of City, and these coverages, limits or endorsements shall in no way 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, omission (Errors & Omissions) or any negligent acts. Automobile Liability Worker's Compensation Not less than $500,000 Combined Single Limit In accordance with Florida Statutes 440, maintain worker's compensation insurance to the extent required by law for all their employees to be engaged in work under this Agreement. 21.1 Other Insurance Provisions: 21.1.1 City of Sebastian, its council members, officers, employees and agents are to be covered as an Additional Named Insured on all policies except Worker's 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. 811'a--c KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 38 of 215 21.1.2 Consultant 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. 21.1.3 Consultant'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 in excess of Consultant's insurance and shall be non-contributory. 21.1.4 For all policies of insurance: Consultant and its insurance carrier 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. SECTION 22 — INDEMNIFICATION The Planning and Landscape Architect Consultant shall indemnify, defend and hold harmless the City, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Planning and Landscape Architect Consultant and other persons employed or utilized by the Planning and Landscape Architect Consultant in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the City, the Planning and Landscape Architect Consultant shall, at no cost or expense to the City, indemnify and hold the City harmless of any suit asserting a claim for any loss, damage or liability specified above, and Planning and Landscape Architect Consultant shall pay any cost and reasonable 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. This provision shall survive termination of this agreement. SECTION 23 — SAFETY The Planning and Landscape Architect Consultant is responsible for safety training for the Planning and Landscape Architect Consultant's employees and their activities on the City's property and construction sites. However, in accordance with generally accepted practices, the Planning and Landscape Architect Consultant may report any observed job site safety violations to the City. SECTION 24 - CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. The parties hereto specifically waive any and all rights to trial by jury. 911'aL,r KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 39 of 215 SECTION 25 - MODIFICATION OF AGREEMENT The Agreement may only be modified or amended upon mutual written agreement of the City and the Planning and Landscape Architect Consultant. No oral agreements or representations shall be valid or binding upon City or Planning and Landscape Architect Consultant. No alteration or modification of the Agreement terms, including substitution of product, shall be valid or binding against City. The Planning and Landscape Architect Consultant may not unilaterally modify the terms of the Agreement by affixing additional terms and incorporating such terms onto Planning and Landscape Architect Consultant's documents forwarded by Planning and Landscape Architect Consultant to City for payment. City's acceptance of product or processing of documentation on forms furnished by the Planning and Landscape Architect Consultant to City for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. SECTION 26 - E-VERIFY: In accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order I 1-02; Certification of Employment Status), the Contractor must comply with the Employment Eligibility Verification Program developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. The Consultant shall (1) enroll in the U.S. Department of Homeland Security's E-Verify system, (2) utilize E-Verify to verify the employment eligibility of all new employees hired during the term of the Contract (3) utilize E-Verify to verify the employment eligibility of all employees assigned to the Contract; and (4) shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize E-Verify to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. SECTION 27 — SEVERABILITY In the event any provision, section, or paragraph of this agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. SECTION 28 - PUBLIC RECORDS Planning and Landscape Architect 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, the Planning and Landscape Architect 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. Upon completion of the Agreement, the Planning and Landscape Architect Consultant will transfer, at no cost, to the City all public records in possession of the Planning and Landscape Architect Consultant or keep and maintain public records required by the City to perform the service. The Planning and Landscape Architect 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 the Planning and Landscape Architect Consultant does not transfer the records to the City. If the Planning and Landscape Architect Consultant keeps and maintains public records upon completion of the Agreement, the Planning and Landscape Architect Consultant shall meet all applicable requirements for retaining public records. If the Planning and Landscape Architect Consultant transfers all public records to City upon completion of the Agreement, the Planning and Landscape Architect Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 the Planning and Landscape Architect 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 terms of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. 101Pa"C KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 40 of 215 DocuSign Envelope ID: C550F797-6D2E-4291-847B-AE195Bl7E584 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. SECTION 29 — 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 respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, 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 thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to, acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather conditions), pandemic, war, riot, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods. SECTION 30 - PURSUANT TO SECTION 558.0035 FLORIDA STATUTES THE CONSULTANT'S CORPORATION IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICES IT AGREES TO PROVIDE UNDER THIS AGREEMENT. NO INDIVIDUAL PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER, OR PRINCIPAL SHALL BE INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF THIS CONTRACT. 11�I'age KIIVILEY-HORN AND ASSOCIATES, INCORPORATED 41 of 215 RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES Docu5ign Envelepe ID: C55DF797-61)2E-4291-847B-AE195617E5f34 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. KIMLEY-HORN & ASSOCIATES, INCORPORATED: THE CITY OF SEBASTIAN, FLORIDA: DE'L� gned by: 6/28/2023 E 11:19:22 AM EDT 4 DATE: BY: DATE: B. Kelley Klepper, AICP VICE PRESIDENT ATTEST (SEAL): Jeanette Williams, MMC CITY CLERK Brian Benton INTERIM CITY MANAGER Approved as to form and legality for reliance by the City of Sebastian only: CITY ATTORNEY 121l',i uv KIMLEY-HORN AND ASSOCIATES, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 42 of 215 Continuing Professional Planning Landscape Architect Services 2.8 KEY STAFF ROLES AND RATES City of Sebastian The individual members of our project team were selected using two criteria: (1) their experience with a wide range of municipal projects, and (2) their availability to assume major technical responsibilities within a contract timeframe. The staff members selected for this team are available immediately to serve you and are in an excellent position to handle the workload required to complete the various assignments that may be requested under this contract. The following is the requested a position list for key staff, with hourly rates to be negotiated with the chosen firms) after award. Their availability to serve on this contract is as follows: Project Manager; Comprehensive Plan Amendments, Land Development Kelley Klepper, AICP Code Amendments, Urban Design including Mixed Use and Urban infill, Principal Small Area Studies, Catalyst Site Economic Redevelopment Assistance Principal -in -Charge, Complete Streets, Landscape, and Streetscape Scott Mingonet, PLA, Design, Parks and Open Space Analysis and Design, Stormwater Principal ASLA, AICP Implementation Plan, Capital Improvement Project Implementation, Urban Design including Mixed Use and Urban Infill Stormwater Implementation Plan (Green Infrastructure, LID's, BMP's), Sara Battles, P.E. Capital Improvement Project Implementation, Urban Design including Senior Professicnal I Mixed Use and Urban Infill, Catalyst Site Economic Redevelopment Assistance Monet Moore Comprehensive Plan Amendments, Land Development Code Amendments, Small Area Studies, Economic Analysis Heather Glisson, AICP Comprehensive Plan Amendments, Grants and Alternative Funding Candidate Jared Schneider, AICP, Complete Streets, Landscape, and Streetscape Design, Small Area CNU-A Studies Eliza Juliano, CNU-A Ben Johnson, PLA, ASIA Allison Megrath, AICI? CNU-A Zach Hall Sheerna Laguerre Shelby Oenbrink, WPIT Jessica Rossi, AICP Land Development Code Amendments, Urban Design including Mixed Use and Urban Infill Professional Professional Senior Professional I Senior Professional I Grants and Alternative Funding, Catalyst Site Economic Redevelopment Senior Professional II Assistance Grants and Alternative Funding, Catalyst Site Economic Redevelopment Senior Professional I Assistance Parks and Open Space Analysis and Design, Way Finding Complete Streets, Landscape, and Streetscape Design Environmental Planning Economic Analysis Nicole Galasso, CNU-A Land Development Code Amendments Amber Crane GIS, Land Deveiopment Code Amendments Professional Professional Professional Senior Professional I Analyst Professional The following individuals have been identified for this assignment based on the following Classifications/Rates: Principal: $255-$325, Senior Professional 1: $225-$265, Senior Professional II $165-$225, Professional $126-$165, Technical Support $1004135, Support Staff 801110, Analyst $105-$135 KimleyoHorn i 36 43 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1 DA9FAF817A6 NON-EXCLUSIVE AGREEMENT For RFQ 23-06, CONTINUING PROFESSIONAL PLANNING AND LANDSCAPE ARCHITECT CONSULTING SERVICES THIS AGREEMENT entered into this 13T" day of July, 2023 between the City of Sebastian, a Florida municipal corporation, hereinafter referred to as the "CITY", and LandDesign, Incorporated, hereinafter referred to as the "Planning and Landscape Architect Consultant." WITNESSETH The City and the Planning and Landscape Architect Consultant, in consideration of their mutual covenants, herein agree with respect to the performance of professional planning and landscape architecture services by the Planning and Landscape Architect Consultant, and the payment for those services by the City, as set forth below and in the individual Consultant Service Agreements (CSA). This agreement shall be referred to as the "MASTER AGREEMENT" under which future CSAs will apply. The Planning and Landscape Architect Consultant shall provide the City with professional planning and landscape architect services and such other related services as defined in each specific CSA, in all phases of each project unless specified otherwise. The Planning and Landscape Architect Consultant shall serve as the City's professional representative for the project(s) as set forth in each CSA, and shall provide professional advice to the City during the performance of the services to be rendered and as to the fulfillment of project requirements. The Planning and Landscape Architect Consultant is retained by the City to perform these consulting services under this non-exclusive continuing agreement with the City. SECTION 1— AGREEMENT DOCUMENTS The Agreement Documents shall be made part of this Master Agreement as follows: Exhibit A — LandDesign Hourly Billing Rates Exhibit B — LandDesign Proposal Exhibit C - City's RFQ 23-06 Proposal SECTION 2 — SCOPE OF SERVICES The Scope of Services shall be identified in each individual CSA prepared by the Planning and Landscape Architect Consultant and approved by the City. Each CSA will be numbered to track the issuance of a project. Example: (RFQ #23-06-Consultant-CSA#), i.e., 23-06-LD-CSA-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 performed and completed by the agreed upon and specified date within the CSA and anv allowed closeout time frame. NOTE: An added CSA shall be submitted for additional work (i.e., 23-06-LD-CSA-01-ADD1). Basic services required of the Planning and Landscape Architect Consultant for the project will be described in other appropriate sections of this Agreement and in individual CSAs. LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 44 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 SECTION 3 - CITY OBLIGATIONS The City agrees to provide the following material, data, and/or services as required in connection with the work to be performed under this Agreement: A. Provide the Planning and Landscape Architect Consultant with a copy of any pertinent preliminary data or reports available to the City. B. The City shall be responsible for obtaining only those permits delineated in the individual CSA or those required to complete the project if such permit requirements are made into law and established by regulatory agencies after the effective date of the CSA. C. The City will promptly execute all completed permit applications required to expedite the acquisition of any local, state or federal permits made necessary by the project. D. The City shall make all provisions for the Planning and Landscape Architect Consultant to enter upon public or private property as reasonably required for the Planning and Landscape Architect Consultant to perform its services. SECTION 4 - CITY'S ALLOTMENT OF PROJECT ASSIGNMENTS/WORKLOAD TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS The City, at its sole discretion, will assign projects to the selected Planning and Landscape Architect Consultants 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 Planning and Landscape Architect Consultant, and/or special expertise or knowledge possessed by one of the Consultants that may be pertinent to the particular project. Planning and Landscape Architect Consultants shall have no right to appeal or challenge the City's decision(s) regarding distribution. SECTION 5 - SCOPE OF SERVICES The Planning and Landscape Architect Consultant agrees to perform all necessary professional consulting services in connection with the assigned project(s) as required and as set forth in the following: 1. The Planning and Landscape Architect Consultant will endeavor not to duplicate any previous work done on any project. Before issuance of a CSA and written authorization to proceed, the Planning and Landscape Architect Consultant shall consult with the City to clarify and define the City's requirements for the project(s) and review all available data. 2. In order to accomplish the work under the time frames and conditions set forth in this Agreement, the Planning and Landscape Architect Consultant shall observe the following requirements: a) The Planning and Landscape Architect Consultant shall complete its work on the project(s) within the time allowed by maintaining an adequate staff of registered landscape architects, certified planners, and other employees and/or sub -consultants on the project(s) at all times. b) The Planning and Landscape Architect Consultant shall comply with all federal, state, and local laws applicable to the project(s). c) The Planning and Landscape Architect Consultant's work product shall conform with all federal, state and local laws applicable to the project(s). d) The Planning and Landscape Architect Consultant shall prepare and complete all necessary sketches, permit application drawings, calculations, and application forms to accompany the City's applications for any required federal, state, or local permits. The Planning and Landscape Architect Consultant shall reply to all permitting agency's requests for additional information related to a permit application. e) The Planning and Landscape Architect Consultant shall cooperate fully with the City in order that all phases of the work may be properly scheduled and coordinated. 211';ii-,c LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 45 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 f) The Planning and Landscape Architect Consultant shall provide the appropriate quantities of complete preliminary sets of 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 plan/design by the City Manager or his/her designee, and shall coordinate the project with all agencies. g) The Planning and Landscape Architect Consultant shall report the status of the project(s) to the City Manager or his/her designee upon request and hold all drawings, calculations, and related work open to the inspection of the City Manager or his/her authorized agent at any time, upon reasonable request. 3. The Planning and Landscape Architect Consultant shall furnish additional copies of reports, drawings, specifications, and other pertinent items as required by federal, state and local agencies from which approval of the project(s) must be obtained, but may charge only for the actual cost of providing such copies. The Planning and Landscape Architect Consultant shall furnish to the City the necessary number of sets of the drawings, specifications, reports, and other pertinent items as set forth in individual CSA. The cost of these sets of documents are not included in the basic compensation raid to the Plannine and Landscape Architect Consultant. but will be paid as a direct expense. All original documents, including all items furnished to the Planning and Landscape Architect Consultant by the City pursuant to this Agreement, 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 Planning and Landscape Architect Consultant shall be created, maintained, updated, and provided in the format as specified by the City. 4. The Planning and Landscape Architect Consultant acknowledges that preparation of all applicable permits for the City's submittal to governmental regulatory agencies, and the Planning and Landscape Architect Consultant's written responses to all regulatory agencies' questions, are included within the scope of basic compensation in each particular CSA. Any additional work required by regulatory agencies which establish such regulations after the effective date of the particular CSA, shall be an additional service, and the City shall compensate the Planning and Landscape Architect Consultant in accordance with Section 9, "Additional Work" of this Agreement, and in accordance with the fee schedule in an approved CSA. Approval by the City shall be required prior to commencement of any additional work. 5. Compensation to the Planning and Landscape Architect Consultant for basic services shall be in accordance with each CSA, as mutually agreed upon by the Planning and Landscape Architect Consultant and the City. A schedule of approved hourlv billing rates is included in "Exhibit A" attached, and will be included as part of each CSA when approved. SECTION 6 - TIME FOR COMPLETION The time for completion of each project shall be defined in the CSA. SECTION 7 — 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). 311'�i-e LANDDESIGN, INCORPORATED RFQ #23-46, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 46 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 SECTION 8 — COMPENSATION The Citv agrees to Pay. and the Planning and Landscape Architect Consultant agrees to accent. for services rendered pursuant to this Agreement. fees in accordance with the following: A. Professional Services Fee: The basic compensation shall be mutuallv agreed upon by the Planning and Landscape Architect Consultant and the City Drior to issuance of each CSA and the amount shall be included in the CSA to be formally ap_ _proved by the City. in accordance with the approved Professional Fee Structure (Exhibit A). B. Direct Payment for Additional Services: The Citv does not foresee nor intend paving the Planning and Landscape Architect Consultant anv travel expenses under this Agreement. Any such payment shall not be made except as specifically 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. C. 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 EXHIBIT B: Proposal and EXHIBIT "C" the City's RFQ 23-06 Proposal (attached and made apart 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 CSA's negotiated total compensation for a project, then the City will end negotiations and may move on to the next selected Planning and Landscape Architect Consultant that was solicited from the Library based on their discipline. SECTION 9 - ADDITIONAL WORK Additional work occurs when the City requests changes after it has formally approved a CSA. Additional work shall not commence until a further CSA for the additional work has been formally issued by the City, and the additional work shall be performed in accordance with the Professional Fee Schedule set forth in that CSA. SECTION 10 —PAYMENTS 10.1 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. 10.2 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 Planning and Landscape Architect 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. 411),�;�� LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 47 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 10.3 Resolution of Payment Request Disputes. In the event of a dispute between Planning and Landscape Architect 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 Planning and Landscape Architect 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 any action arising out of the dispute. 10.4 Payments to Sub -Consultants. When Planning and Landscape Architect Consultant receives from City any payment for Services covered under the Agreement, Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's receipt of the payment. If Planning and Landscape Architect Consultant receives less than full payment, then Planning and Landscape Architect Consultant shall be required to disburse only the funds received on a pro rata 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 Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. SECTION 11- RIGHT OF DECISIONS All services shall be performed by the Planning and Landscape Architect Consultant to the satisfaction of the City Manager or his/her designee who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The City Manager or his/her designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and agreement time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed by the City Manager or his/her designee, and require that a Change Order (and an additional CSA) be processed in accordance with the City's legal and administrative procedures. If the Planning and Landscape Architect Consultant does not concur in the judgment of the City Manager or his/her designee as to any decisions made by him/her, it shall present written objections to the City Manager, who shall make a decision, and the Planning and Landscape Architect Consultant shall abide by the City Manager's decision. 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. 511' LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 48 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 SECTION 12 — DOCUMENTATION Ownership and copyright subject to payment of all amounts owed or due to Planning and Landscape Architect 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 thereof, 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 shall 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 parties without the written consent of City. SECTION 13 - NOTICES All notices between City and Planning and Landscape Architect Consultant, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. SECTION 14 — TERMINATION 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 immediately 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. SECTION 15 - AUDIT RIGHTS The City reserves the right to audit the records of the Planning and Landscape Architect Consultant related to this Agreement at any time during the execution of the work included herein and for a period of three (3) years after final payment is made. SECTION 16 — SUBLETTING / OUTSOURCING / TRANSFER The Planning and Landscape Architect Consultant shall not sublet, assign, outsource or transfer any work under this Agreement without the written consent of the City. When applicable and upon receipt of such consent in writing, the Planning and Landscape Architect Consultant shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. Any such assignment / outsourcing shall not release the designated Planning and Landscape Architect Consultant from its role, duties, responsibilities, and obligations as Consultant -of -Record for the project work performed. SECTION 17 — WARRANTY 17.1 Warranty of Ability to Perform. Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's ability to satisfy its obligations under the Agreement. 6Piig� LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 49 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 17.2 Warranty Against Defects in Workmanship. Planning and Landscape Architect 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, Planning and Landscape Architect 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. Planning and Landscape Architect Consultant shall warrant such replaced materials or equipment, or repaired or redone services, for a period of one (1) year after acceptance of such by City. 17.3 Warranty of Standard Care. In the performance of professional services, Planning and Landscape Architect Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Planning and Landscape Architect Consultant will use due care in performing its services and will have due regard for acceptable professional standards and principles. Planning and Landscape Architect 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 Planning and Landscape Consultant do not comply with the foregoing warranties and City notifies the Planning and Landscape Consultant of such, then Planning and Landscape Architect 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. Planning and Landscape Architect Consultant shall and does hereby assign to City the benefits of any of Planning and Landscape Architect Consultant's sub consultants, or sub -Consultant's warranties. Such assignment shall not relieve Planning and Landscape Architect Consultant of its warranty obligations for performance or standard of care to City under this Agreement. 17.4 Warranty of Title. Title to any work product furnished by Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. When title passes to City in accordance with the Agreement, Planning and Landscape Architect Consultant warrants that the work product furnished will be free and clear of all security interests, liens and encumbrances or claims of any party. SECTION 18 — DURATION/TERM OF AGREEMENT This Agreement shall remain in full force and effect for a period of three (3) years after the date of execution thereof, or until completion of all project phases as defined by the City Manager or his/her designee, whichever occurs first, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 14. This Agreement may be extended for a period of two (2) additional one (1) year periods at the discretion of the City. Proposed changes to fees shall be communicated, in writing, to the City ninety (90) days prior to agreement expiration. The intent to renew the agreement will be by written notification to the Consultant by the Procurement Division sixty (60) days prior to agreement expiration. NOTE: The City, at its sole discretion reserves the right to exercise this renewal option. SECTION 19, MATERIALS, SERVICES. AND FACILITIES It is understood that, except as otherwise specifically stated in the Agreement, Planning and Landscape Architect Consultant shall provide and pay for all materials, 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 Planning and Landscape Architect Consultant with access to the Facilities so as to permit Consultant to meet its obligations herein. 71Pa- e LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 50 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1DA9FAF817A6 SECTION 20. LICENSES AND CERTIFICATES Planning and Landscape Architect 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. SECTION 21— 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 certificate(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. Minimum Insurance Requirements. The coverages, limits or endorsements required herein protect the primary interests of City, and these coverages, limits or endorsements shall in no way 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, omission (Errors & Omissions) or any negligent acts. Automobile Liability Worker's Compensation Not less than $500,000 Combined Single Limit In accordance with Florida Statutes 440, maintain worker's compensation insurance to the extent required by law for all their employees to be engaged in work under this Agreement. 21.1 Other Insurance Provisions: 21.1.1 City of Sebastian, its council members, officers, employees and agents are to be covered as an Additional Named Insured on all policies except Worker's Compensation and Professional Liability. 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. 81P 1 LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 51 of 215 DocuSign Envelope ID: 88E514E4-7B3C-458D-B7E2-1 DA9FAF817A6 21.1.2 Consultant 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. 21.1.3 Consultant'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 in excess of Consultant's insurance and shall be non-contributory. 21.1.4 For all policies of insurance: Consultant and its insurance carrier 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. SECTION 22 — INDEMNIFICATION The Planning and Landscape Architect Consultant shall indemnify, defend and hold harmless the City, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Planning and Landscape Architect Consultant and other persons employed or utilized by the Planning and Landscape Architect Consultant in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the City, the Planning and Landscape Architect Consultant shall, at no cost or expense to the City, indemnify and hold the City harmless of any suit asserting a claim for any loss, damage or liability specified above, and Planning and Landscape Architect Consultant shall pay any cost and reasonable 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. This provision shall survive termination of this agreement. SECTION 23 — SAFETY The Planning and Landscape Architect Consultant is responsible for safety training for the Planning and Landscape Architect Consultant's employees and their activities on the City's property and construction sites. However, in accordance with generally accepted practices, the Planning and Landscape Architect Consultant may report any observed job site safety violations to the City. SECTION 24 - CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. The parties hereto specifically waive any and all rights to trial by jury. 911,;1 L. LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 52 of 215 DocuSign Envelope ID: 88E514E4-7B3CA58D-B7E2-1 DA9FAF817A6 SECTION 25 - MODIFICATION OF AGREEMENT The Agreement may only be modified or amended upon mutual written agreement of the City and the Planning and Landscape Architect Consultant. No oral agreements or representations shall be valid or binding upon City or Planning and Landscape Architect Consultant. No alteration or modification of the Agreement terms, including substitution of product, shall be valid or binding against City. The Planning and Landscape Architect Consultant may not unilaterally modify the terms of the Agreement by affixing additional terms and incorporating such terms onto Planning and Landscape Architect Consultant's documents forwarded by Planning and Landscape Architect Consultant to City for payment. City's acceptance of product or processing of documentation on forms furnished by the Planning and Landscape Architect Consultant to City for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. SECTION 26 - E-VERIFY: In accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order 11-02; Certification of Employment Status), the Contractor must comply with the Employment Eligibility Verification Program developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. The Consultant shall (1) enroll in the U.S. Department of Homeland Security's E-Verify system, (2) utilize E-Verify to verify the employment eligibility of all new employees hired during the term of the Contract (3) utilize E-Verify to verify the employment eligibility of all employees assigned to the Contract; and (4) shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize E-Verify to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. SECTION 27 — SEVERABILITY In the event any provision, section, or paragraph of this agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. SECTION 28 - PUBLIC RECORDS Planning and Landscape Architect 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, the Planning and Landscape Architect 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. Upon completion of the Agreement, the Planning and Landscape Architect Consultant will transfer, at no cost, to the City all public records in possession of the Planning and Landscape Architect Consultant or keep and maintain public records required by the City to perform the service. The Planning and Landscape Architect 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 the Planning and Landscape Architect Consultant does not transfer the records to the City. If the Planning and Landscape Architect Consultant keeps and maintains public records upon completion of the Agreement, the Planning and Landscape Architect Consultant shall meet all applicable requirements for retaining public records. If the Planning and Landscape Architect Consultant transfers all public records to City upon completion of the Agreement, the Planning and Landscape Architect Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 the Planning and Landscape Architect 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 terms of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. LANDDESIGN, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 53 of 215 DocuSign Envelope ID: 8BE514E4-763C-45BD-B7E2-1DA9FAF817A6 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. 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. LANDDESIGN, INCORPORATED: THE CITY OF SEBASTIAN, FLORIDA: DocuSigned by: 1--"DD%699A61w90 7/5/2023 I 11:49:29 AM PDT BY: DATE: BY: DATE: Chad Kovaleski PRINCIPAL ATTEST (SEAL): Jeanette Williams, MMC CITY CLERK Brian Benton INTERIM CITY MANAGER Approved as to form and legality for reliance by the City of Sebastian only: CITY ATTORNEY LANDDESIGN, INCORPORATED RFQ #23-46, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 54 of 215 LandDesip- CREATING PLACES THAT MATTER. FEES HOURLY RATES Partner $200.00 - S320.00/Hour Construction Administration Manager $100.00 - $150.001Hour Principal $190.00 - S290.00/Hour Survey Manager $130.00 - $220.001Hour Director $150.00 - $280.001Hour Professional Surveyor S120.00 - $210.001Hour Studio Leader $130.00 - $260.001Hour Field Survey Party $180.00 - $240.00/Hour Senior Designer $120.00 - S220.00/Hour Survey CAD Technician S 80.00 - $200.00/Hour Designer $ 80.00 - $200.001Hour Project Assistant $ 60.00 - $ 90.00/Hour All billing rates are subject to periodic adjustments at the discretion of LandDesign. LANDDESIGN.COM 55 of 215 NON-EXCLUSIVE AGREEMENT For RFQ 23-06, CONTINUING PROFESSIONAL PLANNING AND LANDSCAPE ARCHITECT CONSULTING SERVICES THIS AGREEMENT entered into this 13TH day of July, 2023 between the City of Sebastian, a Florida municipal corporation, hereinafter referred to as the "CITY", and Inspire Placemaking Collective, Incorporated, hereinafter referred to as the "Planning and Landscape Architect Consultant." WITNESSETH The City and the Planning and Landscape Architect Consultant, in consideration of their mutual covenants, herein agree with respect to the performance of professional planning and landscape architecture services by the Planning and Landscape Architect Consultant, and the payment for those services by the City, as set forth below and in the individual Consultant Service Agreements (CSA). This agreement shall be referred to as the "MASTER AGREEMENT" under which future CSAs will apply. The Planning and Landscape Architect Consultant shall provide the City with professional planning and landscape architect services and such other related services as defined in each specific CSA, in all phases of each project unless specified otherwise. The Planning and Landscape Architect Consultant shall serve as the City's professional representative for the project(s) as set forth in each CSA, and shall provide professional advice to the City during the performance of the services to be rendered and as to the fulfillment of project requirements. The Planning and Landscape Architect Consultant is retained by the City to perform these consulting services under this non-exclusive continuing agreement with the City. SECTION 1— AGREEMENT DOCUMENTS The Agreement Documents shall be made part of this Master Agreement as follows: Exhibit A — Inspire Placemaking Collective Hourly Billing Rates Exhibit B — Inspire Placemaking Collective Proposal Exhibit C - City's RFQ 23-06 Proposal SECTION 2 — SCOPE OF SERVICES The Scope of Services shall be identified in each individual CSA prepared by the Planning and Landscape Architect Consultant and approved by the City. Each CSA will be numbered to track the issuance of a project. Example: (RFQ #23-06-Consultant-CSA#), i.e., 23-06-IPC-CSA-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 performed and completed by the aereed upon and specified date within the CSA and anv allowed closeout time frame. NOTE: An added CSA shall be submitted for additional work (i.e., 23-06-IPC-CSA-01-ADDl). Basic services required of the Planning and Landscape Architect Consultant for the project will be described in other appropriate sections of this Agreement and in individual CSAs. INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 56 of 215 SECTION 3 - CITY OBLIGATIONS The City agrees to provide the following material, data, and/or services as required in connection with the work to be performed under this Agreement: A. Provide the Planning and Landscape Architect Consultant with a copy of any pertinent preliminary data or reports available to the City. B. The City shall be responsible for obtaining only those permits delineated in the individual CSA or those required to complete the project if such permit requirements are made into law and established by regulatory agencies after the effective date of the CSA. C. The City will promptly execute all completed permit applications required to expedite the acquisition of any local, state or federal permits made necessary by the project. D. The City shall make all provisions for the Planning and Landscape Architect Consultant to enter upon public or private property as reasonably required for the Planning and Landscape Architect Consultant to perform its services. SECTION 4 - CITY'S ALLOTMENT OF PROJECT ASSIGNMENTS/WORKLOAD TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS The City, at its sole discretion, will assign projects to the selected Planning and Landscape Architect Consultants 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 Planning and Landscape Architect Consultant, and/or special expertise or knowledge possessed by one of the Consultants that may be pertinent to the particular project. Planning and Landscape Architect Consultants shall have no right to appeal or challenge the City's decision(s) regarding distribution. SECTION 5 - SCOPE OF SERVICES The Planning and Landscape Architect Consultant agrees to perform all necessary professional consulting services in connection with the assigned project(s) as required and as set forth in the following: 1. The Planning and Landscape Architect Consultant will endeavor not to duplicate any previous work done on any project. Before issuance of a CSA and written authorization to proceed, the Planning and Landscape Architect Consultant shall consult with the City to clarify and define the City's requirements for the project(s) and review all available data. 2. In order to accomplish the work under the time frames and conditions set forth in this Agreement, the Planning and Landscape Architect Consultant shall observe the following requirements: a) The Planning and Landscape Architect Consultant shall complete its work on the project(s) within the time allowed by maintaining an adequate staff of registered landscape architects, certified planners, and other employees and/or sub -consultants on the project(s) at all times. b) The Planning and Landscape Architect Consultant shall comply with all federal, state, and local laws applicable to the project(s). c) The Planning and Landscape Architect Consultant's work product shall conform with all federal, state and local laws applicable to the project(s). d) The Planning and Landscape Architect Consultant shall prepare and complete all necessary sketches, permit application drawings, calculations, and application forms to accompany the City's applications for any required federal, state, or local permits. The Planning and Landscape Architect Consultant shall reply to all permitting agency's requests for additional information related to a permit application. e) The Planning and Landscape Architect Consultant shall cooperate fully with the City in order that all phases of the work may be properly scheduled and coordinated. 2 1 P a g c INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 57 of 215 f) The Planning and Landscape Architect Consultant shall provide the appropriate quantities of complete preliminary sets of 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 plan/design by the City Manager or his/her designee, and shall coordinate the project with all agencies. g) The Planning and Landscape Architect Consultant shall report the status of the project(s) to the City Manager or his/her designee upon request and hold all drawings, calculations, and related work open to the inspection of the City Manager or his/her authorized agent at any time, upon reasonable request. 3. The Planning and Landscape Architect Consultant shall furnish additional copies of reports, drawings, specifications, and other pertinent items as required by federal, state and local agencies from which approval of the project(s) must be obtained, but may charge only for the actual cost of providing such copies. The Planning and Landscape Architect Consultant shall furnish to the City the necessary number of sets of the drawings, specifications, reports, and other pertinent items as set forth in individual CSA. The cost of these sets of documents are not included in the basic compensation raid to the Plannine and Landscape Architect Consultant. but will be paid as a direct expense. All original documents, including all items fumished to the Planning and Landscape Architect Consultant by the City pursuant to this Agreement, 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 Planning and Landscape Architect Consultant shall be created, maintained, updated, and provided in the format as specified by the City. 4. The Planning and Landscape Architect Consultant acknowledges that preparation of all applicable permits for the City's submittal to governmental regulatory agencies, and the Planning and Landscape Architect Consultant's written responses to all regulatory agencies' questions, are included within the scope of basic compensation in each particular CSA. Any additional work required by regulatory agencies which establish such regulations after the effective date of the particular CSA, shall be an additional service, and the City shall compensate the Planning and Landscape Architect Consultant in accordance with Section 9, "Additional Work" of this Agreement, and in accordance with the fee schedule in an approved CSA. Approval by the City shall be required prior to commencement of any additional work. 5. Compensation to the Planning and Landscape Architect Consultant for basic services shall be in accordance with each CSA, as mutually agreed upon by the Planning and Landscape Architect Consultant and the City. A schedule of approved hourlv billinL7 rates is included in "Exhibit A" attached. and will be included as part of each CSA when approved. SECTION 6 - TIME FOR COMPLETION The time for completion of each project shall be defined in the CSA. SECTION 7 — 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). 31I'age INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ ##23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 58 of 215 SECTION 8 — COMPENSATION The Citv agrees to pay. and the Planning and Landscape Architect 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 Planning and Landscape Architect Consultant and the City prior to issuance of each CSA and the amount shall be included in the CSA to be formally approved by the City. in accordance with the approved Professional Fee Structure (Exhibit A). B. Direct Payment for Additional Services: The City does not foresee nor intend paying the Planning and Landscape Architect Consultant any travel expenses under this Agreement. Any such payment shall not be made except as specifically 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. C. 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 EXHIBIT B: Proposal and EXHIBIT "C" the City's RFQ 23-06 Proposal (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 CSA's negotiated total compensation for a project, then the City will end negotiations and may move on to the next selected Planning and Landscape Architect Consultant that was solicited from the Library based on their discipline. SECTION 9 - ADDITIONAL WORK Additional work occurs when the City requests changes after it has formally approved a CSA. Additional work shall not commence until a further CSA for the additional work has been formally issued by the City, and the additional work shall be performed in accordance with the Professional Fee Schedule set forth in that CSA. SECTION 10 — PAYMENTS 10.1 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. 10.2 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 Planning and Landscape Architect 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. 411' a L, c INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 59 of 215 10.3 Resolution of Payment Request Disputes. In the event of a dispute between Planning and Landscape Architect 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 Planning and Landscape Architect 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 any action arising out of the dispute. 10.4 Payments to Sub -Consultants. When Planning and Landscape Architect Consultant receives from City any payment for Services covered under the Agreement, Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's receipt of the payment. If Planning and Landscape Architect Consultant receives less than full payment, then Planning and Landscape Architect Consultant shall be required to disburse only the funds received on a pro rata 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 Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. SECTION 11- RIGHT OF DECISIONS All services shall be performed by the Planning and Landscape Architect Consultant to the satisfaction of the City Manager or his/her designee who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The City Manager or his/her designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and agreement time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed by the City Manager or his/her designee, and require that a Change Order (and an additional CSA) be processed in accordance with the City's legal and administrative procedures. If the Planning and Landscape Architect Consultant does not concur in the judgment of the City Manager or his/her designee as to any decisions made by him/her, it shall present written objections to the City Manager, who shall make a decision, and the Planning and Landscape Architect Consultant shall abide by the City Manager's decision. 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. 5 1 P a 2 C INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 60 of 215 SECTION 12 — DOCUMENTATION Ownership and copyright subject to payment of all amounts owed or due to Planning and Landscape Architect 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 thereof, 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 shall 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 parties without the written consent of City. SECTION 13 - NOTICES All notices between City and Planning and Landscape Architect Consultant, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. SECTION 14 — TERMINATION 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 immediately 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. SECTION 15 - AUDIT RIGHTS The City reserves the right to audit the records of the Planning and Landscape Architect Consultant related to this Agreement at any time during the execution of the work included herein and for a period of three (3) years after final payment is made. SECTION 16 — SUBLETTING / OUTSOURCING / TRANSFER The Planning and Landscape Architect Consultant shall not sublet, assign, outsource or transfer any work under this Agreement without the written consent of the City. When applicable and upon receipt of such consent in writing, the Planning and Landscape Architect Consultant shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. Any such assignment / outsourcing shall not release the designated Planning and Landscape Architect Consultant from its role, duties, responsibilities, and obligations as Consultant -of -Record for the project work performed. SECTION 17 — WARRANTY 17.1 Warranty of Ability to Perform. Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's ability to satisfy its obligations under the Agreement. 611'agc. INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 61 of 215 17.2 Warranty Against Defects in Workmanship. Planning and Landscape Architect 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, Planning and Landscape Architect Consultant shall replace the materials or equipment, or repair or redo the service, immediately upon receipt of written notice from City, at no additional expense to City. Planning and Landscape Architect 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. 17.3 Warranty of Standard Care. In the performance of professional services, Planning and Landscape Architect Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Planning and Landscape Architect Consultant will use due care in performing its services and will have due regard for acceptable professional standards and principles. Planning and Landscape Architect 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 Planning and Landscape Consultant do not comply with the foregoing warranties and City notifies the Planning and Landscape Consultant of such, then Planning and Landscape Architect 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. Planning and Landscape Architect Consultant shall and does hereby assign to City the benefits of any of Planning and Landscape Architect Consultant's sub consultants, or sub -Consultant's warranties. Such assignment shall not relieve Planning and Landscape Architect Consultant of its warranty obligations for performance or standard of care to City under this Agreement. 17.4 Warranty of Title. Title to any work product furnished by Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. When title passes to City in accordance with the Agreement, Planning and Landscape Architect Consultant warrants that the work product furnished will be free and clear of all security interests, liens and encumbrances or claims of any party. SECTION 18 — DURATION/TERM OF AGREEMENT This Agreement shall remain in full force and effect for a period of three (3) years after the date of execution thereof, or until completion of all project phases as defined by the City Manager or his/her designee, whichever occurs first, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 14. This Agreement may be extended for a period of two (2) additional one (1) year periods at the discretion of the City. Proposed changes to fees shall be communicated, in writing, to the City ninety (90) days prior to agreement expiration. The intent to renew the agreement will be by written notification to the Consultant by the Procurement Division sixty (60) days prior to agreement expiration. NOTE: The City, at its sole discretion reserves the right to exercise this renewal option. SECTION 19. MATERIALS. SERVICES. AND FACILITIES It is understood that, except as otherwise specifically stated in the Agreement, Planning and Landscape Architect Consultant shall provide and pay for all materials, 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 Planning and Landscape Architect Consultant with access to the Facilities so as to permit Consultant to meet its obligations herein. 7111agc INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 62 of 215 SECTION 20. LICENSES AND CERTIFICATES Planning and Landscape Architect 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. SECTION 21— 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 certificate(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. Minimum Insurance Requirements. The coverages, limits or endorsements required herein protect the primary interests of City, and these coverages, limits or endorsements shall in no way 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, omission (Errors & Omissions) or any negligent acts. Automobile Liability Worker's Compensation Not less than $500,000 Combined Single Limit In accordance with Florida Statutes 440, maintain worker's compensation insurance to the extent required by law for all their employees to be engaged in work under this Agreement. 21.1 Other Insurance Provisions: 21.1.1 City of Sebastian, its council members, officers, employees and agents are to be covered as an Additional Named Insured on all policies except Worker's 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. 81PaL,e INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ ##23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 63 of 215 21.1.2 Consultant 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. 21.1.3 Consultant'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 in excess of Consultant's insurance and shall be non-contributory. 21.1.4 For all policies of insurance: Consultant and its insurance carrier 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. SECTION 22 — INDEMNIFICATION The Planning and Landscape Architect Consultant shall indemnify, defend and hold harmless the City, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Planning and Landscape Architect Consultant and other persons employed or utilized by the Planning and Landscape Architect Consultant in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the City, the Planning and Landscape Architect Consultant shall, at no cost or expense to the City, indemnify and hold the City harmless of any suit asserting a claim for any loss, damage or liability specified above, and Planning and Landscape Architect Consultant shall pay any cost and reasonable 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. This provision shall survive termination of this agreement. SECTION 23 — SAFETY The Planning and Landscape Architect Consultant is responsible for safety training for the Planning and Landscape Architect Consultant's employees and their activities on the City's property and construction sites. However, in accordance with generally accepted practices, the Planning and Landscape Architect Consultant may report any observed job site safety violations to the City. SECTION 24 - CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. The parties hereto specifically waive any and all rights to trial by jury. 91PagL: INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 64 of 215 SECTION 25 - MODIFICATION OF AGREEMENT The Agreement may only be modified or amended upon mutual written agreement of the City and the Planning and Landscape Architect Consultant. No oral agreements or representations shall be valid or binding upon City or Planning and Landscape Architect Consultant. No alteration or modification of the Agreement terms, including substitution of product, shall be valid or binding against City. The Planning and Landscape Architect Consultant may not unilaterally modify the terms of the Agreement by affixing additional terms and incorporating such terms onto Planning and Landscape Architect Consultant's documents forwarded by Planning and Landscape Architect Consultant to City for payment. City's acceptance of product or processing of documentation on forms furnished by the Planning and Landscape Architect Consultant to City for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. SECTION 26 - E-VERIFY: In accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order 11-02; Certification of Employment Status), the Contractor must comply with the Employment Eligibility Verification Program developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. The Consultant shall (1) enroll in the U.S. Department of Homeland Security's E-Verify system, (2) utilize E-Verify to verify the employment eligibility of all new employees hired during the term of the Contract (3) utilize E-Verify to verify the employment eligibility of all employees assigned to the Contract; and (4) shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize E-Verify to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. SECTION 27 — SEVERABUATY In the event any provision, section, or paragraph of this agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. SECTION 28 - PUBLIC RECORDS Planning and Landscape Architect 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, the Planning and Landscape Architect 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. Upon completion of the Agreement, the Planning and Landscape Architect Consultant will transfer, at no cost, to the City all public records in possession of the Planning and Landscape Architect Consultant or keep and maintain public records required by the City to perform the service. The Planning and Landscape Architect 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 the Planning and Landscape Architect Consultant does not transfer the records to the City. If the Planning and Landscape Architect Consultant keeps and maintains public records upon completion of the Agreement, the Planning and Landscape Architect Consultant shall meet all applicable requirements for retaining public records. If the Planning and Landscape Architect Consultant transfers all public records to City upon completion of the Agreement, the Planning and Landscape Architect Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 the Planning and Landscape Architect 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 terms of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. 1011'a12 INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 65 of 215 DocuSign Envelope ID: D4628A6E-99DF-4F4B-B956-CAF9C47DA00B 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. SECTION 29 — 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 respect to amounts already accrued, to the extent that performance of any such obligations is prevented or delayed by any cause, existing or future, which is beyond the reasonable control, 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 thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The party so affected by a Force Majeure Event shall endeavor, to the extent reasonable, to remove the obstacles which prevent performance and shall resume performance of its obligations as soon as reasonably practicable. A Force Majeure Event shall include, but not be limited to, acts of civil or military authority (including courts or regulatory agencies), act of God (excluding normal or seasonal weather conditions), pandemic, war, riot, or insurrection, inability to obtain required permits or licenses, hurricanes and severe floods. SECTION 30 - PURSUANT TO SECTION 558.0035 FLORIDA STATUTES THE CONSULTANT'S CORPORATION IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICES IT AGREES TO PROVIDE UNDER THIS AGREEMENT. NO INDIVIDUAL PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER, OR PRINCIPAL SHALL BE INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF THIS CONTRACT. 11IPage INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED 66 of 215 RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES DocuSign Envelope ID: D4628A6E-99DF-4F4B-5956-CAF9C47DA008 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. INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED: CITY OF SEBASTIAN, FLORIDA- pocuSipned 6y; 6/23/2023 1 2:31:55 PM EDT maps aFis�seoa... DATE: BY: George Kramer, AICP PRESIDENT ATTEST (SEAL): Jeanette Williams, MMC CITY CLERK Brian Benton DATE: INTERIM CITY MANAGER Approved as to form and legality for reliance by the City of Sebastian only: CITY ATTORNEY 121P:it�L INSPIRE PLACEMAKING COLLECTIVE, INCORPORATED RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 67 of 215 �c h L b l 1 "A 11 Hourly Rates Inspire M. The following key team members will be available to assist the City of Sebastian with the requested services (organizational chart can be found on page 11 and resumes for each individual can be found on pages 12-29). Their hourly rates are noted in the table below. Employee Addington, Robbie Title Planner Bill Rate $100.00 Bredfeldt, Erik Economic Development Director $195,00 Canary, Laura Project Manager $180.00 Castro, Gabriela Planner $130,00 Del Monte, Leslie Project Manager $180.00 Dougherty, Christopher R. Principal $195.00 Gould, Sarah Sinatra Principal $195.00 Hill, Nickolas Planner $130.00 Jones, Lainie Graphic Designer $95.00 Kahnle, Mike Principal $195.00 Kramer, George Principal $195.00 Martin, Katie Planner $130.00 McKibben. blunter Senior Landscape Architect $165.00 Moise, Deandrea Urban Planner $135.00 Peterson, Kyle Landscape Designer $100.00 Raasch, Eric Principal $195.00 Schaefer, Ern Principal $195.00 Schulman, Rachael Graphic Designer $95.00 Sicilia, Claudia Urban Designer $130.00 Tyjeski, Patricia A. Principal $195.00 68 of 215 NON-EXCLUSIVE AGREEMENT For RFQ 23-06, CONTINUING PROFESSIONAL PLANNING AND LANDSCAPE ARCHITECT CONSULTING SERVICES THIS AGREEMENT entered into this 13T" day of July, 2023 between the City of Sebastian, a Florida municipal corporation, hereinafter referred to as the "CITY", and CoastalWide, LLC, hereinafter referred to as the "Planning and Landscape Architect Consultant." WITNESSETH The City and the Planning and Landscape Architect Consultant, in consideration of their mutual covenants, herein agree with respect to the performance of professional planning and landscape architecture services by the Planning and Landscape Architect Consultant, and the payment for those services by the City, as set forth below and in the individual Consultant Service Agreements (CSA). This agreement shall be referred to as the "MASTER AGREEMENT" under which future CSAs will apply. The Planning and Landscape Architect Consultant shall provide the City with professional planning and landscape architect services and such other related services as defined in each specific CSA, in all phases of each project unless specified otherwise. The Planning and Landscape Architect Consultant shall serve as the City's professional representative for the project(s) as set forth in each CSA, and shall provide professional advice to the City during the performance of the services to be rendered and as to the fulfillment of project requirements. The Planning and Landscape Architect Consultant is retained by the City to perform these consulting services under this non-exclusive continuing agreement with the City. SECTION 1— AGREEMENT DOCUMENTS The Agreement Documents shall be made part of this Master Agreement as follows: Exhibit A — CoastalWide Hourly Billing Rates Exhibit B — CoastalWide Proposal Exhibit C - City's RFQ 23-06 Proposal SECTION 2 — SCOPE OF SERVICES The Scope of Services shall be identified in each individual CSA prepared by the Planning and Landscape Architect Consultant and approved by the City. Each CSA will be numbered to track the issuance of a project. Example: (RFQ #23-06-Consultant-CSA#), i.e., 23-06-CW-CSA-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 Derformed and completed by the agreed upon and specified date within the CSA and anv allowed closeout time frame. NOTE: An added CSA shall be submitted for additional work (i.e., 23-06-CW-CSA-0 1 -ADD 1). Basic services required of the Planning and Landscape Architect Consultant for the project will be described in other appropriate sections of this Agreement and in individual CSAs. I11'a-C COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 69 of 215 SECTION 3 - CITY OBLIGATIONS The City agrees to provide the following material, data, and/or services as required in connection with the work to be performed under this Agreement: A. Provide the Planning and Landscape Architect Consultant with a copy of any pertinent preliminary data or reports available to the City. B. The City shall be responsible for obtaining only those permits delineated in the individual CSA or those required to complete the project if such permit requirements are made into law and established by regulatory agencies after the effective date of the CSA. C. The City will promptly execute all completed permit applications required to expedite the acquisition of any local, state or federal permits made necessary by the project. D. The City shall make all provisions for the Planning and Landscape Architect Consultant to enter upon public or private property as reasonably required for the Planning and Landscape Architect Consultant to perform its services. SECTION 4 - CITY'S ALLOTMENT OF PROJECT ASSIGNMENTS/WORKLOAD TO THE SELECTED CONTINUING CONSULTING SERVICE FIRMS The City, at its sole discretion, will assign projects to the selected Planning and Landscape Architect Consultants 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 Planning and Landscape Architect Consultant, and/or special expertise or knowledge possessed by one of the Consultants that may be pertinent to the particular project. Planning and Landscape Architect Consultants shall have no right to appeal or challenge the City's decision(s) regarding distribution. SECTION 5 - SCOPE OF SERVICES The Planning and Landscape Architect Consultant agrees to perform all necessary professional consulting services in connection with the assigned project(s) as required and as set forth in the following: 1. The Planning and Landscape Architect Consultant will endeavor not to duplicate any previous work done on any project. Before issuance of a CSA and written authorization to proceed, the Planning and Landscape Architect Consultant shall consult with the City to clarify and define the City's requirements for the project(s) and review all available data. 2. In order to accomplish the work under the time frames and conditions set forth in this Agreement, the Planning and Landscape Architect Consultant shall observe the following requirements: a) The Planning and Landscape Architect Consultant shall complete its work on the project(s) within the time allowed by maintaining an adequate staff of registered landscape architects, certified planners, and other employees and/or sub -consultants on the project(s) at all times. b) The Planning and Landscape Architect Consultant shall comply with all federal, state, and local laws applicable to the project(s). c) The Planning and Landscape Architect Consultant's work product shall conform with all federal, state and local laws applicable to the project(s). d) The Planning and Landscape Architect Consultant shall prepare and complete all necessary sketches, permit application drawings, calculations, and application forms to accompany the City's applications for any required federal, state, or local permits. The Planning and Landscape Architect Consultant shall reply to all permitting agency's requests for additional information related to a permit application. e) The Planning and Landscape Architect Consultant shall cooperate fully with the City in order that all phases of the work may be properly scheduled and coordinated. 2 1 P a L C COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 70 of 215 f) The Planning and Landscape Architect Consultant shall provide the appropriate quantities of complete preliminary sets of 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 plan/design by the City Manager or his/her designee, and shall coordinate the project with all agencies. g) The Planning and Landscape Architect Consultant shall report the status of the project(s) to the City Manager or his/her designee upon request and hold all drawings, calculations, and related work open to the inspection of the City Manager or his/her authorized agent at any time, upon reasonable request. 3. The Planning and Landscape Architect Consultant shall furnish additional copies of reports, drawings, specifications, and other pertinent items as required by federal, state and local agencies from which approval of the project(s) must be obtained, but may charge only for the actual cost of providing such copies. The Planning and Landscape Architect Consultant shall furnish to the City the necessary number of sets of the drawings, specifications, reports, and other pertinent items as set forth in individual CSA. The cost of these sets of documents are not included in the basic compensation paid to the Planning and Landscape Architect Consultant. but will be paid as a direct expense. All original documents, including all items furnished to the Planning and Landscape Architect Consultant by the City pursuant to this Agreement, 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 Planning and Landscape Architect Consultant shall be created, maintained, updated, and provided in the format as specified by the City. 4. The Planning and Landscape Architect Consultant acknowledges that preparation of all applicable permits for the City's submittal to governmental regulatory agencies, and the Planning and Landscape Architect Consultant's written responses to all regulatory agencies' questions, are included within the scope of basic compensation in each particular CSA. Any additional work required by regulatory agencies which establish such regulations after the effective date of the particular CSA, shall be an additional service, and the City shall compensate the Planning and Landscape Architect Consultant in accordance with Section 9, "Additional Work" of this Agreement, and in accordance with the fee schedule in an approved CSA. Approval by the City shall be required prior to commencement of any additional work. 5. Compensation to the Planning and Landscape Architect Consultant for basic services shall be in accordance with each CSA, as mutually agreed upon by the Planning and Landscape Architect Consultant and the City. A schedule of approved hourlv billine rates is included in "Exhibit All attached. and will be included as Dart of each CSA when approved. SECTION 6 - TIME FOR COMPLETION The time for completion of each project shall be defined in the CSA. SECTION 7 — 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). COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 71 of 215 SECTION 8 — COMPENSATION The Citv agrees to aay. and the Planning and Landscaae Architect Consultant agrees to accent, for services rendered pursuant to this Agreement. fees in accordance with the following: A. Professional Services Fee: The basic compensation shall be mutuallv agreed upon by the Planning and Landscape Architect Consultant and the City prior to issuance of each CSA and the amount shall be included in the CSA to be formally approved by the City. in accordance with the approved Professional Fee Structure (Exhibit A). B. Direct Payment for Additional Services: The Citv does not foresee nor intend Daving the Planning and Landscape Architect Consultant anv travel expenses under this Agreement. Any such payment shall not be made except as specifically 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. C. 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 EXHIBIT B: Proposal and EXHIBIT "C" the City's RFQ 23-06 Proposal (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 CSA's negotiated total compensation for a project, then the City will end negotiations and may move on to the next selected Planning and Landscape Architect Consultant that was solicited from the Library based on their discipline. SECTION 9 - ADDITIONAL WORK Additional work occurs when the City requests changes after it has formally approved a CSA. Additional work shall not commence until a further CSA for the additional work has been formally issued by the City, and the additional work shall be performed in accordance with the Professional Fee Schedule set forth in that CSA. SECTION 10 —PAYMENTS 10.1 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. 10.2 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 Planning and Landscape Architect 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. 41Pi,r COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 72 of 215 10.3 Resolution of Payment Request Disputes. In the event of a dispute between Planning and Landscape Architect 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 Planning and Landscape Architect 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 any action arising out of the dispute. 10.4 Payments to Sub -Consultants. When Planning and Landscape Architect Consultant receives from City any payment for Services covered under the Agreement, Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's receipt of the payment. If Planning and Landscape Architect Consultant receives less than full payment, then Planning and Landscape Architect Consultant shall be required to disburse only the funds received on a pro rata 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 Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. SECTION 11- RIGHT OF DECISIONS All services shall be performed by the Planning and Landscape Architect Consultant to the satisfaction of the City Manager or his/her designee who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The City Manager or his/her designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and agreement time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed by the City Manager or his/her designee, and require that a Change Order (and an additional CSA) be processed in accordance with the City's legal and administrative procedures. If the Planning and Landscape Architect Consultant does not concur in the judgment of the City Manager or his/her designee as to any decisions made by him/her, it shall present written objections to the City Manager, who shall make a decision, and the Planning and Landscape Architect Consultant shall abide by the City Manager's decision. 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. 511'agc COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 73 of 215 SECTION 12 — DOCUMENTATION Ownership and copyright subject to payment of all amounts owed or due to Planning and Landscape Architect 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 thereof, 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 shall 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 parties without the written consent of City. SECTION 13 - NOTICES All notices between City and Planning and Landscape Architect Consultant, as required under the Agreement, shall be by telephone, facsimile, e-mail, mail, or by personal delivery to the respective designated contact person. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. SECTION 14 — TERMINATION 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 immediately 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. SECTION 15 - AUDIT RIGHTS The City reserves the right to audit the records of the Planning and Landscape Architect Consultant related to this Agreement at any time during the execution of the work included herein and for a period of three (3) years after final payment is made. SECTION 16 — SUBLETTING / OUTSOURCING / TRANSFER The Planning and Landscape Architect Consultant shall not sublet, assign, outsource or transfer any work under this Agreement without the written consent of the City. When applicable and upon receipt of such consent in writing, the Planning and Landscape Architect Consultant shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. Any such assignment / outsourcing shall not release the designated Planning and Landscape Architect Consultant from its role, duties, responsibilities, and obligations as Consultant -of -Record for the project work performed. SECTION 17 — WARRANTY 17.1 Warranty of Ability to Perform. Planning and Landscape Architect 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 Planning and Landscape Architect Consultant's ability to satisfy its obligations under the Agreement. 61PaL,,e COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 74 of 215 17.2 Warranty Against Defects in Workmanship. Planning and Landscape Architect 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, Planning and Landscape Architect 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. Planning and Landscape Architect 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. 17.3 Warranty of Standard Care. In the performance of professional services, Planning and Landscape Architect Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. Planning and Landscape Architect Consultant will use due care in performing its services and will have due regard for acceptable professional standards and principles. Planning and Landscape Architect 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 Planning and Landscape Consultant do not comply with the foregoing warranties and City notifies the Planning and Landscape Consultant of such, then Planning and Landscape Architect 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. Planning and Landscape Architect Consultant shall and does hereby assign to City the benefits of any of Planning and Landscape Architect Consultant's sub consultants, or sub -Consultant's warranties. Such assignment shall not relieve Planning and Landscape Architect Consultant of its warranty obligations for performance or standard of care to City under this Agreement. 17.4 Warranty of Title. Title to any work product furnished by Planning and Landscape Architect 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 Planning and Landscape Architect Consultant. When title passes to City in accordance with the Agreement, Planning and Landscape Architect Consultant warrants that the work product furnished will be free and clear of all security interests, liens and encumbrances or claims of any party. SECTION 18 — DURATION/TERM OF AGREEMENT This Agreement shall remain in full force and effect for a period of three (3) years after the date of execution thereof, or until completion of all project phases as defined by the City Manager or his/her designee, whichever occurs first, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 14. This Agreement may be extended for a period of two (2) additional one (1) year periods at the discretion of the City. Proposed changes to fees shall be communicated, in writing, to the City ninety (90) days prior to agreement expiration. The intent to renew the agreement will be by written notification to the Consultant by the Procurement Division sixty (60) days prior to agreement expiration. NOTE: The City, at its sole discretion reserves the right to exercise this renewal option. SECTION 19. MATERIALS. SERVICES. AND FACILITIES It is understood that, except as otherwise specifically stated in the Agreement, Planning and Landscape Architect Consultant shall provide and pay for all materials, 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 Planning and Landscape Architect Consultant with access to the Facilities so as to permit Consultant to meet its obligations herein. 711112C COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 75 of 215 SECTION 20. LICENSES AND CERTIFICATES Planning and Landscape Architect 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. SECTION 21— 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 certificate(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. Minimum Insurance Requirements. The coverages, limits or endorsements required herein protect the primary interests of City, and these coverages, limits or endorsements shall in no way 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, omission (Errors & Omissions) or any negligent acts. Automobile Liability Worker's Compensation Not less than $500,000 Combined Single Limit In accordance with Florida Statutes 440, maintain worker's compensation insurance to the extent required by law for all their employees to be engaged in work under this Agreement. 21.1 Other Insurance Provisions: 21.1.1 City of Sebastian, its council members, officers, employees and agents are to be covered as an Additional Named Insured on all policies except Worker's 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. 81Pa-,e COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 76 of 215 21.1.2 Consultant 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. 21.1.3 Consultant'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 in excess of Consultant's insurance and shall be non-contributory. 21.1.4 For all policies of insurance: Consultant and its insurance carrier 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. SECTION 22 — INDEMNIFICATION The Planning and Landscape Architect Consultant shall indemnify, defend and hold harmless the City, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Planning and Landscape Architect Consultant and other persons employed or utilized by the Planning and Landscape Architect Consultant in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the City, the Planning and Landscape Architect Consultant shall, at no cost or expense to the City, indemnify and hold the City harmless of any suit asserting a claim for any loss, damage or liability specified above, and Planning and Landscape Architect Consultant shall pay any cost and reasonable 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. This provision shall survive termination of this agreement. SECTION 23 — SAFETY The Planning and Landscape Architect Consultant is responsible for safety training for the Planning and Landscape Architect Consultant's employees and their activities on the City's property and construction sites. However, in accordance with generally accepted practices, the Planning and Landscape Architect Consultant may report any observed job site safety violations to the City. SECTION 24 - CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract Agreement shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. The parties hereto specifically waive any and all rights to trial by jury. 911'age COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 77 of 215 SECTION 25 - MODIFICATION OF AGREEMENT The Agreement may only be modified or amended upon mutual written agreement of the City and the Planning and Landscape Architect Consultant. No oral agreements or representations shall be valid or binding upon City or Planning and Landscape Architect Consultant. No alteration or modification of the Agreement terms, including substitution of product, shall be valid or binding against City. The Planning and Landscape Architect Consultant may not unilaterally modify the terms of the Agreement by affixing additional terms and incorporating such terms onto Planning and Landscape Architect Consultant's documents forwarded by Planning and Landscape Architect Consultant to City for payment. City's acceptance of product or processing of documentation on forms furnished by the Planning and Landscape Architect Consultant to City for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. SECTION 26 - E-VERIFY: In accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order 11-02; Certification of Employment Status), the Contractor must comply with the Employment Eligibility Verification Program developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. The Consultant shall (1) enroll in the U.S. Department of Homeland Security's E-Verify system, (2) utilize E-Verify to verify the employment eligibility of all new employees hired during the term of the Contract (3) utilize E-Verify to verify the employment eligibility of all employees assigned to the Contract; and (4) shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize E-Verify to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. SECTION 27 — SEVERABILITY In the event any provision, section, or paragraph of this agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. SECTION 28 - PUBLIC RECORDS Planning and Landscape Architect 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, the Planning and Landscape Architect 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. Upon completion of the Agreement, the Planning and Landscape Architect Consultant will transfer, at no cost, to the City all public records in possession of the Planning and Landscape Architect Consultant or keep and maintain public records required by the City to perform the service. The Planning and Landscape Architect 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 the Planning and Landscape Architect Consultant does not transfer the records to the City. If the Planning and Landscape Architect Consultant keeps and maintains public records upon completion of the Agreement, the Planning and Landscape Architect Consultant shall meet all applicable requirements for retaining public records. If the Planning and Landscape Architect Consultant transfers all public records to City upon completion of the Agreement, the Planning and Landscape Architect Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 the Planning and Landscape Architect 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 terms of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. 101Pagr COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES 78 of 215 DocuSign Envelope ID: F461E327-1C97-41F22-138594AC289C93485 IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER I19, 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: jilliams@cityofsebastian.org; PHONE: 772-388-8215. 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. COASTALWIDE, LLC: �}DocuSiyned �l i%bt,u.�t4 Denise Boehning 6/23/2023 16:35:25 AM PDT DATE: BY: THE CITY OF SEBASTIAN, FLORIDA: Brian Benton DATE: PRESIDENT/CRS PROGRAM SPECIALIST INTERIM CITY MANAGER ATTEST (SEAL): Approved as to form and legality for reliance by the City of Sebastian only: Jeanette Williams, MMC CITY CLERK CITY ATTORNEY COASTAL WIDE, LLC RFQ #23-06, CONTINUING PROFESSIONAL PLANNING AND ARCHITECTURE SERVICES. 79 of 215 CoastalWide RFQ #23-06 Proposal Fee Schedule �x ,, b , T /q 2023 CoastalWide Hourly Rates Title Hourly Rate Principal Floodplain Manager $130 Senior Building Code Official $130 (Ali review and inspection certificates) Senior Floodplain Manager $120 Building Code Official 1 $100 (Multiple review and inspection certificates) Floodplain Manager $90 GIS Specialist $90 Building Code Official II $80 (Single review and inspection certificate) Floodplain Technician $75 Drafting/Designer - CAD $60 Clerical/Administrative $40 Subconsultant 2023 Coastal Waterways Design & Engineering LLC Hourly Rates Title Hourly Rate Principal Engineer $228 Senior Coastal Engineer $182 Coastal Engineer 1 $142 Permit Specialist $112 Coastal Engineer II $114 Engineer Technician $94 AutoCAD/Eng. Tech $80 Administration $65 2023 Direct Reimbursable Expenses *Mileage - Cost Per $0.6551mile Other Project Related Expenses Cost x 1.1 *for travel outside of Indian River County 80 of 215 t L** SE ASTIAN HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meeting„ Date: July 12, 2023 Agenda Item Title: Approve Execution of a Contract with Trane USA Services for the Repair of the Air Conditioning Unit at City Hall and Authorize the City Manager to Execute the Appropriate Documents Recommendation: Staff requests City Council's approval of execution of an agreement with Trane USA Services to repair the malfunctioning air conditioning unit ACH-2, Serial # K18C24309 at City Hall. Background: Staff recommends approval of execution of an agreement with Trane USA Services to repair the malfunctioning air conditioning unit ACH-2, Serial # K18C24309 at City Hall. This unit cools the majority of the offices on the first floor of City Hall. Currently, the unit is cooling to approximately 50% of its capacity. The unit's evaporator coil has developed a non -repairable Freon leak. The repair will consist of Trane disassembling the evaporator housing, as well as removing and replacing the evaporator coil assembly. Trane will also perform a leak test and recharge the system with R 410 A refrigerant. If Agenda Item Recuuires Expenditure of Funds: Total Cost: $23,651.00 Funds to Be Utilized: General Fund Renewal and Replacement Reserve Attachments: 1. Trane Proposal Administrative Services City Attorney Revieeppo' Procurement City Manager Authorization: Date: // a F I- , if applicable: 81 of 215 Quote 0:186620 � , 2301 Lucien Way, Suite 430 Maitland, FL, 32751 Phone:4076601111 June 26,2023 CITY OF SEBASTIAN 1225 MAIN ST SEBASTIAN, FL, 3295E Project Name:AHU-2 Site Name:SEBASTIAN CITY HALL We are pleased to offer you this proposal for performance of the following services for the Equipment listed. Services will be performed using Trane's Exclusive Service Procedure to ensure you get full benefit of our extensive service experience, coupled with the distinct technical expertise of an HVAC Equipment manufacturing leader. Our innovative procedure is environmentally and safety conscious, and aligns expectation of work scope while providing efficient and productive delivery of services. Equipment List: f_ Equipment Model Number _ Serial Number __ AHU-2 _ CSAA012UAL00 K18C24309 Scope of Service: Recover Refrigerant from Circuit 1, remove line set from in front of AHU, pult call. Rig new coil onto rooftop using a crane/rlg old cull down. Place new coil inside AHU secure and repipe line set. Leak check using nitrogen. Once no leaks are confirmed, evacuate both curcuits to 5DDmicrons and charge with r-410a. Note: Entire unit will be down for 3-4 days, temporary units should be placed in areas where cooling is needed. TotalPrice•t.............................................................................................. $ 23,651.00 Clarifications 1. Applicable taxes are not Included and will be added to the invoice. 2. Any service not listed is not included. 3. Work will be performed during normal Trane business hours unless stated 4. Travel time is not included unless stated I appreciate the opportunity to earn your business, and look forward to helping you with all of your service needs. Please contact me if you have any questions or concerns. Sincerely, Trevor Brewer Trane Service Technician Lrevof,brewer@trane.com This proposal is valid 30 days from June 26,2023. This agreement is subject to Customer's acceptance of the attached Trane USA Services Terms and Conditions. 82 Of 215 02023 71Awt Ail rights reserved Page I of 4 Trane Service Quote TERMS AND CONDITIONS — QUOTED SERVICE "Company" shall mean Trane U.S. Inc. for Company performance In the United Slates and Trane Canada ULC for Company performance in Canada. To obtain repair service within the scope of Services as defined, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page. That Trane District office is responsible for Company's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement, Company will be responsible for the cost of transporting a part requiring service. 1. Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the services (the "Services') on equipment listed in the Proposal (the "Covered Equipment"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at httosJlwww.trans.comlrraneConnectedServicosTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer) delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customers order is expressly conditioned upon the Company's acceptance or assent to terms andlor conditions other than those expressed herein, return of such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to provide Services in accordance with the Proposal. If Customer does not reject or object in writing to Company within 10 days, the Company's counteroffer will be deemed accepted. Customer's acceptance of the Services by Company will In any event constitute an acceptance by Customer of Company's terms and conditions. In the case of a dispute, the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performanoe or, at its option, renegotiate prices andlor terms and conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer's obligation to pay for Services rendered by Company to the date of cancellation. 4. Cancellation by Customer Prior to Services; Refund. If Customer cancels this Agreement within (a) thirty (30) days of the date this Agreement was mailed to Customer or (b) twenty (20) days of the date this Agreement was delivered to Customer, if it was delivered at the time of sale, and no Services have been provided by Company under this Agreement, the Agreement will be void and Company will refund to Customer, or credit Customer's account, the full Service Fee of this Agreement that Customer paid to Company, if any. A ten percent (10%) penalty per month will be added to a refund that Is due but is not paid or credited within forty-five (45) days after return of this Agreement to Company. Customer's right to cancel this Agreement only applies to the original owner of this Agreement and only If no Services have been provided by Company under this Agreement prior to its return to Company. 5. Cancellation by Company. This Agreement may be cancelled by Company for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder and Company will refund to Customer, or credit Customer's account, that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. fi. Services Fees and Taxes. Fees for the Services (the "Service Fee(s)") shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency laborliabour rates. In addition to the stated Service Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs (including attorneys' fees) Incurred by Company in attempting to collect amounts due. 7. Payment. Payment is due upon receipt of Company's invoice. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the and of each month. Customer shall pay all costs (including attorneys' Tees) incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 8. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or If Customer becomes bankrupt or Insolvent or lakes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or it any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or If a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer; (3) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for alt Services furnished to date and all damages sustained by Company (including last profit and overhead) 9. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances as of the time Company performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. Customer must reimburse Company for services, repairs, and/or replacements performed by Company at Customer's request beyond the scope of Services or otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular, overtime, or holiday rates for Iaborflabour and prices for materials. Prior to Company performing the additional services, repairs, andlor replacements, Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. 10. Customer Obligations. Customer shell: (a) provide Company reasonable and safe access to the Covered Equipment and areas where Company Is to work; and (b) unless otherwise agreed by Customer and Company, at Customer's expanse and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guldellnes. 11. Exclusions. Unless expressly Included in the Proposal, the Services do not Include, and Company shall not be responsible for or liable to the Customer for, any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from any of the following: (a) Any guarantee of roam conditions or system performance; (b) Inspection, operation, maintenance, repair, replacement or performance of work or services outside the Services; (c) Damage, repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure; C 2020 Trana Technologies All Rlghls Reserved 83 of 215 (d) Any claims, damages, losses, or expenses, arising from or related to conditions that existed In, on, or upon the premises before the effective date of this Agreement ( Pre -Existing Conditions') Including, without limitation, damages, losses, or expenses Involving a Pre -Existing Condition of building envelope issues, mechanical issues, plumbing Issues, and/or indoor air quality issues Involving moldimould, bacteria, microbial growth, fungi or other contaminates or airborne biological agents; and (e) Replacement of refrigerant Is excluded,unless replacement of refrigerant is expressly stated as Included with the Proposal. 12. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to the Customer in performance of the Services Is free from defects In material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement and (b) the laborltabour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion (the 'Limited Warranty"). Company obligations of equipment start-up, if any are stated In the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labor/labour. No liability whatsoever shall attach to Company until the Services have been paid for In full. Exciuslons from this limited Warranty Include claims, losses, damages, and expenses In any way connected with, related to, or arising from failure or malfunction of equipment due to the following: wear and tear, end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company -provided maintenance plan; unauthorized or Improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Company; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of Company equipment may be warranted directly from the component supplier, In which case this Umlted Warranty shall not apply to those components and any warranty of such components shalt be the warranty given by the component supplier. Notwlthstanding the foregoing, all warranties provided herein terminate upon termInation or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company ('Third -Party Product(s)') are not warranted by Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD -PARTY PRODUCT($) AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD -PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER 13 NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD -PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR iTS AFFILIATES, WHETHER ORAL OR WRITTEN. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMIDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE, OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND. EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FiTNESS, MERCHANTABILITY, DURABILITY ANDiOR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE ADDITIONALLY, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY FIND REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTiRIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION VWFH ANY EQUIPMENT, THIRD -PARTY PRODUCT, OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO 13. Indemnity. To the maximum extent permitted by law, Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, induding reasonable attorneys' fees, resulting from death or bodily Injury or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party, and/or Its respective employees or authorized agents In connection with their activities within the scope of this Agreement. Neither party shall Indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 14. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), INCLUDING CONTAMINANTS UABILITIES, OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT. iN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK. 15. CONTAMINANTS LIABILITY The transmission of COVID-19 may occur In a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness In reducing the spread of COVID-19, including through the air In closed environments. IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION, ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH), DAMAGE TO PROPERTY,OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS (INCLUCING THE SPREAD, TRANSMISSION MITIGATION, ELIMINATION, OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANT LIABILITIES. 02020 Trane Technologies AD Rights Reserved 84 of 215 16. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively, "Hazardous Materials"). Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition In accordance with all applicable laws and regulations. Customer shall be exclusively responsible for any claims, liability, fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless. 17. Insurance. Company agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional Insured under Company's Insurance policy, Company will do so but only subject to Company's manuscript additional Insured endorsement under its primary Commercial General Liability policies. In no event does Company or its Insurer waive its right of subrogation 18. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. if Company shall be unable to cant' out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (1) remain In effect but Company's obligations shall be suspended until the uncontrollable event terminates or (It) be terminated upon ten (10) days' notice to Customer. In which event Customer shall pay Company for all parts of the Services fumished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, "Event of Force Majeure` Includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; lightning; tomado; storm; fire; civil disobedience; pandemic Insurrections; riots; labor disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non-aclion by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 19. General. Except as provided below, to the maximum extent provided by law, this Agreement Is made and shall be interpreted and enforced in accordance with the laws of the state or province In which the Services are performed without regard to choice of law principles which might otherwise call for the application of a different state's or province's law. Any dispute arising under or relating to this Agreement that Is not disposed of by agreement shall be decided by litigation In a court of competent jurisdiction located in the state or province in which the Services are performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the premises are owned and/or operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the Services. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is net affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. No modifications, additions or changes may be made to this Agreement except In a writing signed by Company. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 20. Equal Employment Opportunity/Affirmative Action Clause. Company is a United States federal contractor that complies fully with Executive order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained In 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250; and Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of employee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.)1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 21. U.S. Government Contracts. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement / Purchase Order are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to 'commercial' suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 In its service and installation contracting business. The following provision applies only to Indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. if the Services are in connection with a U.S. government contract, Customer agrees and hereby certifies that It has provided and will provide current, accurate, and complete Information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, Including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, Including but not limited to any communications related to contractor's Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of this offer or agreement, other than the Proposal or this Agreement. 22. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in Its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein "Action") brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based In contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) If Customer is In the U.S., in any state or United States court located in the state In which Company is performing this Agreement or (b) if Customer Is in Canada, In the superior court of the province or territory In which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and 0 2020 Trane Technologies All Rights Reserved 85 of 215 (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company In tribal court, and that Customer will not avail Itself of any ruling or direction of the tribal court permitting or directing It to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual Is duly authorized to provide this waiver and enter Into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. 1-10.48 (0821) Supersedes 1-10.48 (0720) ®2020 Trane Tedmdo&a A9 Rights Reserved 86 of 215 an 0 HOME Of PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetine Date: July 12, 2023 Agenda Item Title: Approval to purchase two (2) Commercial Mowers to replace older equipment and Authorize the City Manager to Execute the Appropriate Documents Recommendation: Staff recommends City Council approve the purchase of two (2) Kubota Commercial Mowers from Ridge Equipment Co. under the Florida Sheriff's Association Purchasing Program. Back -around: The airport recently disposed of a Maudlin Grader that was purchased in 2009 under an FDOT grant. The Grader was no longer needed and was auctioned through GovDeals while the asset still had viable worth. The resulting sale netted proceeds of $18,700, of which 80% would have to be returned to the State unless used for other approved equipment. Through the Florida Sheriff's Association we have been able to secure pricing that allows the city to purchase two (2) needed mowers. One of which will replace a unit that recently suffered a catastrophic engine failure. The new mowers will be a 60" cut zero -turn ride -on, and a 48" cut stand -on for the large amounts of smaller trim work and swale maintenance. We chose the respective vendor, Ridge Equipment Co., due to pricing, location and in -stock availability. This Agenda Item Requires the Expenditure of Funds Total Cost: 60" Zero -turn Kubota $ 8,762 48" Stand-up Kubota $10,170 Total $18,932 Funded by proceeds from the sale of older equipment Attachments: 1. Quotations on the Kubota equipment Administrative Servic City Attorney Review Procurement Division City Manager Authorization: _ Date: — { /96,Ij —. 87 of 215 Ridge EpaipmeniCo. fall 1 s first, frnr till 01 j ortr equipment needs. Corporate 6820 U.S. 27 North Office Sebring, FL 33870 Direct (863) 3824157 www.ridgeeouiDment.com Mailing 6820 U.S. 27 North Address Sebring, FL 33870 Toil Free (800) 295-2251 1 Fax (863) 382-0659 PURCHASE QUOTE Florida Sheriffs Association Bid #FSA20-EQU18. 0 October 1st, 2020 that Selptember 7101h, 2023 DATE 3-Jul-23 PAGE 1 of 2 REQUESTING AGENCY: Sebastian Airport 1225 Main St., Sebastian, FL 32958 CONTACT PERSON: Jeff Sabo PHONE NUMBER: (772) 633-0897 FAX NUMBER: Email isaboaciWofsebastian.ora. Kubota Z725KH-3-60 Kohler Command Pro CV742 25hp./Commercial Deck11257 Lbs. MODEL: Z725KH-3-60 SPECIFICATION # 232 Central Base Spec Model Base Spec Color. Kubota Orange — Grey Seats OPTION # DESCRIPTION Suspension Seat Z3366 Tuff Top Canopy E 1175 Quick Attach Canopy Option: $497.00 Z3338 Maintance Lift Kit - 700 Series Z3318A LED Light Kit - 700 Series BASE PRICE: $8,128.00 COST Standard $268.00 $168.00 $198.00 88 of 215 TOTAL OF OPTIONS: $634.00 EXTENDED WARRANTY? SUB TOTAL $8,762.00 TAX State Exempt FLORIDA REGISTRATION NIA QTY 1 = $8,762.00 1 appreciate the opportunity to submit this quotation. Please review it carefully. If there are any errors or changes please feet free to contact me at any time, i will be happy to assist you. Comment: Delivery to your facility included. Ridge Equipment Co. 59-2091512 VEHICLE QUOTED B'Scott Bradley, Commercial Sales Manager Cell (863) 381-5771 °1 YdaW to be Your Commeicial Provider" sbradley(dridge-equipment.com 89 of 215 Nid9eEgaipmentCO. Call 0 first, fit- rrll ol'tvut- equipment needs. www.ridgeequipment.com Corporate fi8211 l-.ti. 27 North Mailing 6820 U.S. 27 North Office Sabring, F 1, 33870 Address Sebring, FL 33870 Direct (863) 382-4157 (Toll Free (800) 295-2251 I Fax (863) 382-0659 PURCHASE QLIDI El Florida Sheriffs Association Bid #FSA20-EQU1 S. 0 October 1st, 2020 thrit September 30th, 2023 DATE 3-Jul-23 REQUESTING AGENCY: CONTACT PERSON: PHONE NUMBER: FAX NUMBER: PAGE 1 of 2 Sebastian Airport 1225 Main St., Sebastian, FI_ 32958 Jeff Sabo (772) 633-0897 Email isaboCd-_cityofsebastian.ora Kubota Z725KH-3-60 Kohler Command Pro CV742 25hp.1Commercial Deck11257 Lbs. MODEL: Z725KH-3.60 SPECIFICATION # 232 Base Spec Model Base Spec Color: Kubota Orange - Grey Seats I BASE PRICE: OPTION # DESCRIPTION II SZ22NC Model Upgrade: Commercial Stand On 48" Deck Kawasaki FX691V 22 HP/965 Lbs Central $8,128.00 COST $2,042.00 90 of 215 TOTAL OF OPTIONS: $2,042.00 EXTENDED WARRANTY SUB TOTAL $10,170.00 TAX State Exempt FLORIDA REGISTRATION NIA QTY 1 = $10,170.00 I appreciate the opportunity to submit this quotation. Please review it carefully. If there are any errors or changes please feel free to contact me at any time, I will be happy to assist you. Comment- Delivery to your facility included. Ridge Equipment Co. 59-2091512 VEHICLE QUOTED B'Scott Bradley, Commercial Sales Manager Cell (863) 381-5771 "! Want to be Your Commercial Provider " sbradEev(@ridge-equipment.com 91 of 215 scurr-ewell thilhy711MmsiMov rs-011121 Q and AG -04M19 UaNyvehWel lum Arkhn 461]0041718 oetewre G66.21673 MisdulPpi ICE Oats) 02HO56371 Wit%tolm UMSS041 — Standard Features -- Z725KH-MO WEB QUOTE #2685462 Date. 612612023 1:52:07 PM — Customer Information — Sabo. Jeff City of Sebastian jsabo@cityofsebastjan.org 772-589-1295 Z700 Series Z725KH-3-60 ' ' ' EQUIPMENT IN STANDARD MACHINE' ' GASOLINE ENGINE OPERATING FEATURES Air-cooled, V Twin Vertical Premium Adjustable Suspension Shalt Seat wJ Kubota Exclusive Design Kohler Command Pro CV742 Zero Turn Radius 25 Gross HP @ 3600 rpm' Foot Controlled Brake Displacement 747 cc Adjustable Levers and Mower Deck Kubota Model GH740V Lit! Pedal Cup Holder & Storage TRANSMISSION Compartments Parker Torqpact HTG14 Semi -pneumatic, Smooth, Flat free Integrated 14cc pump and Front Tires wheel motor Internal Parking Brake SAFETY EQUIPMENT Forward Speeds 0. 11.2 mph Seat Safety Switch Reverse Speeds 0.5.6 mph Control Lever Safety Switch Parking Brake Safety Switch STEERING / MOTION Foldable RODS CONTROL {2}Hand Lovers PTO SYSTEM Hydraulically Damped Bell Driven Dynamo-Eleclric clutch FLUID CAPACITY Fuel Tank 11.6 gal MOWER DECK Oil 1.9 qls 60' Cutting Width Transaxle 3.5 qls 1.5' Cul Height, Adjustable 114- Increments DIMENSIONS Flexible Discharge Cover Height 70.13' Fabricated 6 Gauge Steel Length 83,9- 6' peep Design Width w/o dock 54.7- 3 Blades Wheelbase 51' 19.600 fpm Blade Tip Speed Malnlenance-Free Sealed Spindles 'manufacturer's estimate. TIRES AND WHEELS Front Casters 13 x 5.0 - 6 Flat free Rear 24 x 9.5.12 Turf Quote Provided By FLORIDA COAST EQUIPMENT, INC. Kim Amos 6000 ORANGE AVENUE FORT PIERCE, FL 34947 email: kamos@Iloddacoasteq.com phone:7724611003 — Custom Options -- Z725KH-3-60 Base Price: $12,399.00 (1) Quick Attach Canopy $739.00 E 1 i7SGuidt Attach Canopy (1) LIFT KIT FOR Z723KKrZ724KH/Z725KH $208.00 Z3330-LWT KIT FOR Z723KHV24KFIV25}H Configured Price: $13,346.00 Sourcewell Discount: (S2,936.12) 951=161-: S10.409.88 Dealer Assembly: S55.00 Freight Cost S318.75 PDI: $400,00 Total Unit Price: $11.183.63 Quantity Ordered: 1 Final Sales Price: S11.183.63 Final pricing will be based upon pricing at the time of final delivery to $ourcewell members. Purchase Order Must Reflect Final Sales Price. To order, place your Purchase Order directly with the quoting dealer .. All equipment sp"Ificalions are as complete as possible as dr the data en iha quota. Additional attachments, options, or accessorlas may be added (or deleted) at the discounted price. All sperifiroWns and prices are subject to change, Taxes arc nolincluded, The P01 fees and Iraiphl for attachments and ncecasorics quolcd may hilt'* adddional charges added by tho dulivoring #paler. Those charges lhte be billed separately. Prices for product quoted aro good for 60 days rrom the date shown on the quote. AR egcdprranl as qunted Is suhjeci to avalab'Ry. ® 2316 Kubota Tractor Corporation, AN rights reserved. 92 of 215 Scprcevvell 14 L" Trattars 6 hlewrrs - M 2 221 ¢ and A6- Ma" LM trukhrdes32.R7s Mkama Moomi7Jd De�wrm 6S11.71b77 �+�+� Iaonrl�l e7aooss371 Mlssi+APD t a7000SSE62 SZ22NC-482 WEB QUOTE 42685463` Date: 6/26/2023 1.53:15 PM — Customer Information — Sabo, Jeff City of Sebastian jsabo@cilyofsebastian.org 772-589-1295 — Standard Features — Commercial Stand -On SZ22NC-48-2 Series ' ' ' EQUIPMENT IN STANDARD MACHINE 'Not for sale in the slate of California' ENGINE OPERATING FEATURES Kawasaki FX691 V Zero Turn Radius 22HP o@ 3600 rpm Ergonomic Cushion Pad 726oc Displacement Large Operator Pladorm Dual Element Air Filter TRANSMISSION Fuel Gauge Hydro-GearZT340D Lever -Type ThfollleControl 8 Integral expansion tanks (-2 Choke model) Adjustable Dampen Control Levels Inlegrated 12cc pump and 16ce TookLess Adjustable motor Front Reference Bar Internal Parking Brake ToDkLess Adjustable Forward Speeds 0. 10.5 mph Control Lever Tracking Adjustment Reverse Speeds 0.4 mph Serviceable Dock Lift Arms (-2 model) STEERING I MOTION CONTROL 2) Hydro Hand Levers Aydraulic Dampened 3) Position Damper kdjustment FLUID CAPACITY Fuel Tank 6.5 gal Crankcase w! Filter 2.1 gts Transaxle 2 qts POWER TAKE OFF Electric PTO - 200 fl-lb Bell drive mower DIMENSIONS Height 45,75" Length 63.75' Width Overall 48.875" Wheelbase 46" * Manufacturer Estimate SAFETY EQUIPMENT Key Swdch Shut Off Control Lever Safety Swilch Parking Brake Safety Swilch MOWER DECK 48' Floating Cutting Width Dock Bolt -on Adjustable Air -Gap Front Battles 1-2 models) 1.5-4 5" Cut Height, Adjustable 1r4' Increments Improved Culling Height Adjustment (-2 models) Fabricated 10 Gauge Steel Top, 7 Gauge Side Skins w! w/ 3 Gauge Reinforcement 4.75' Deep Design Widof Flex Discharge Cover (-2 model) Flexible Discharge Cover Maintenance -Free Sealed Spindles 3 Blades TIRES AND WHEELS Front 13 x 5 - 6 Semi -Pneumatic (Flat -Free) Rear 23 x 8.5-12 (Zero T) - 4 ply {-2 model) Quote Provided By FLORIDA COAST EQUIPMENT, INC. Kim Amos 6000 ORANGE AVENUE FORT PIERCE, FL 34947 email: kamos@floridacoasteq.com phone:7724611003 Custom Options -- SZ22NCAB-2 Base Price: $11,699.00 QQnftgured Price: S11.699.00 Sourcewelf Discount. ($2,573.78) Dealer Assembly: $0.00 Freight Cost: $225.00 PDI: $400.00 Total Unit Prig: $9,75D.22 Quantity Ordered: 1 Final Sales Price: $9.750.22 Final pricing will be based upon pricing at the time of I I, final delivery to Sourcewell members. Purchase Order Must Reflect Final Sales Price. i To order, place your Purchase Order directly with the quoting dealer • All equipment spesificatlons are as complete as possible as of the data on the quole. Additional atlachmenls, optlona. or acussarlea msy be added for deleted) at rho discounted price. All speahraeions and prices are subject io change. Taxes arc not int:tuded. The PDI leas and freghE far atlachmenis and acomorioc quol&d may have addocharges arges added by Iho delrvaring dealer. These charges will be brted sepafalay. Pnees tar produce quoted are good far 60 days from ate do,* ahGwn an me quala. Ar equipmenl no quoted Is subjocl to eralmbarty. 0201D Kubota Tractor CorpMa Mn. NI ft" rtScrvcd- 93 of 215 FEORIOA FLORIDA COAST EQUIPMENT, INC. Salesperson: ST 2695 Davie Rd Casey Gifford Davie, FL 33314 PHONE: 954-916-1020 x 2241 FAX: 954-916-0080 EMAIL: CGifford@FloridaCoastEO.COM CELL: 78&930-0708 Contact: IJeffrey Sabo (Customer Name: Sebastian Airport-Cityof Sebastian Phone #:1772-633-0897 (Address: 11225 Main St. 1 Fax#:f city: Sebastian I Email#:Ijsabo ci ofsebastian.o State: IFL ZIP: 32958 @ r9 COMMA TS: Prices for product quoted are good or is days from quote date. I (we), the undersigned. homby order horn you the Equipment described below, to be delivered as shown above_ This ordot Is subject to your ability to obtain such equipment from the manufacturer and you shot[ ba under no Itablllty It doblvary of the squlpment to dalayad or prevented duo to labor disturbances, transportation d[flicuftles, or for any reason beyond your control. The prim shown below Is subject teyour nscalpt of the Equipment prlarto any change In price by the manutacturer, ft In also subject to any new or Increaeed taxes Inposed upon the sale of the Equipment after the date of this order, ORDERING INFORMATION PRICING INFORMATION OTY. MODEL CODE I DESCRIPTION AND SERIAL NUMBER UNrT LIST I011NT UNIT CUSTOMER I TOTAL CNT O E PRICE DISCpRICE I 1 Item 232 1 Z3338 1 Z3366 Kubota Z725KH-3-60 zero turn mower Kubota Maintenance Lift Kit Tuff Too Canoiav Special Notes: Balance to be paid by: Cash/Charge Purchase Order M, $8 819.00 $249.00 $297.00 Total List Price: Disc. Subtotal: Mar Allowances, Discounts, Trade-ins, Friepht or Misc. charges $8 819.00 $249.00 $297.00 $9,365.00 Subtotal: $9,365.00 Applicable Sales Tax: Total Cash Price: $9.365.00 Down Payment or Payoff Amount: TOTAL• $9,365.00 Finance % Months Insurance EYes ENo CUSTOMER SIGNATURE: X DATE DEALER SIGNATURE: X _ _ _ _ r DATE _ All Kubota Equipment sold are for use exclusively In the USA, not for export. I DATE 612612023 The Standard Mlartufacturers Warranty Applies, which doss not include pick up or delivery. 94 of 215 Your Buildum c. Vrrarct Kubota MORE IN SMNC-48-2 WEB auorE 26877 Wild Summary $1 1,757 Nes �� Commercial Stand -On Series SZ22NC48-2 —EQUIPMENT IN STANDARD MACHINE 'Not for sale In the state of California' ENGINE OPERATING FEATURES Kawasaki FX691 V Zero Turn Radius 22HP 0 3600 rpm Ergonomic Cushion Pad 726cc Displacement Large Operator Platform Dual Element Alr Filter TRANSMISSION Fuel Gauge Hydro -Gear ZT 3400 Lever -Type Throttle Control & Choke Integral expansion tanks (-2 model) Adjustable Dampen Control Lavers Integrated 12cc pump and 16cc motor Tool -Less Adjustable Internal Parking Brake Front Reference Bar Forward Speeds 0 - 10.5 mph Tool -Less Adjustable Reverse Speeds 0 - 4 mph Control Lever Tracking Adjustment Serviceable Deck Lift Arms (-2 model) STEERING / MOTION CONTROL (2) Hydro Hand Levers SAFETY EQUIPMENT Hydraulic Dampened Key Switch Shut Off (3) Position Damper Adjustment Control Lever Safety Switch Parking Brake Safety Switch FLUID CAPACITY Fuel Tank 6.5 gal MOWER DECK Crankcase w/ Filter 2.1 cits 48" Floating Cutting Width Deck Transaxle 2 qts Bolt -on Adjustable Air -Gap Front Baffles (-2 models) 1.54.5" Out Height, Adjustable POWER TAKE OFF 1/4' Increments Electric PTO - 200 ft-lb Improved Cutting Height Adjustment (-2 models) Belt drive mower Fabricated 10 Gauge Steel Top, 7 Gauge Side Skirts w/ wl DIMENSIONS 3 Gauge Reinforcement Height 45.75" 4.75" Deep Design Length 63.75' Wider Flex Discharge Cover (-2 model) Width Overall 48.875' Flexible Discharge Cover Wheelbase 46" Maintenance -Free Sealed Spindles 3 Blades t Manufacturer Estimate TIRES AND WHEELS Front 13 x 5 - 6 Semi -Pneumatic (Flat -Free) Rear 23 x 8.5- 12 (Zero T) - 4 ply (-2 model) STANDARD EQUIPMENT INCLUDED SZ22NC-48-2 22HP STAND -ON FLOAT DECK 48" MWR - NC Base Model Price $11"699 95 of 215 KUBOTA ADD-ONS STANDON MOWER DECK LIFT ASSIST KIT $58 SZLA01 PRICING SUMMARY Base Model 511,69E Kubota Add-Ons + $,yg Land Pride Add-Ons + $0 Tax See Dealer for Pricing Freight See Dealer for Pricing KTAC PDI See Dealer for Pricing Labor See Dealer for Pricing Assembly See Dealer for Pricing Total MSRP $11,757 Estimated Net Price $11 9757 This fiat Price configuration p�pp�yry� ra for arformaliarvd purposes only. Price on this sales quota Is an estimate and to subject to being Increased. Payment assumes the MSRP of your S9W%d equipment and accessories, the �..,� „e ....._ ..... r.... ..i..,.3._x ._. .._`__u_ ____.., n oo ............. u... ,....�..a..a. h.....,...wr...r...' F--.ni... .,...,w......... ..,.,......w�...w.......,. x..wr..w<� ....�..,.. ...,x.... x. .......w.,..... 96 of 215 tin t: SESASTIA-�N HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meet:inL, Date: July 12, 2023 Agenda Item Title: Approve the purchase of one (1) Ram 1500 Tradesman Crew Cab, V8, 2 wheel drive Pick -Up Track and Authorize the City Manager to Execute the Appropriate Documents Recommendation: Staff recommends that City Council approve the purchase of one (1), Ram 1500 Tradesman Crew Cab from Step One Automotive under the State of Florida (Motor Vehicles) Contract # 2500000-23-STC. Back round: The requested purchase pursuant to the State's negotiated purchase contract provides for the replacement of an aging 2004 Chevrolet Silverado, Single Cab, 2 wheel drive pick-up truck that has reached the end of its service life. Step One Automotive has the quoted vehicle on the lot and veill be ready for delivery within two (2) weeks upon issuance of the purchase order. Please note that the other quotes are either more expensive or will take up to one (1) year for delivery. The spray in bed liner and 4-corner strobes are included in the attached quote. The replacement of a single cab with a crew cab vehicle will facilitate carpooling to and from job sites. The predicted dollar amount from the sale of the existing Silverado truck being sold is approximately $3,500.00 by way of auction on the GovDeals auction site. If Agenda Item Reouires Ext)enditure of Funds: Budgeted Amount: $44,461.60 Total Cost: $44,461,60 Funds to Be Utilized: Leisure Services Budget, plus $3,265 from R&R Attachments: 1) Vendor Quote 2) State of Florida (Motor Vehicle) Participating Vendors 3) Comparison Quotes Administrative Services Department Review: City Attorney Review; AC7� Procurement Division Review, if applicable; :e�'WO 1 [l� � boV City Manager Authorization: Date: 76 a 97 of 215 CM OF Administrative Services Department 1SEELA-S7 AN Procurement Division 1225 Main Street Sebastian, FL 32958 (772)388-8232 HOME OF PELICAN ISLAND Vatland Chrysler Dodge Jeep Ram Garber Fleet Sales (Florida Sheriffs Association) Step One (State of Florida, FSA) V6, 4x4 Quote V6, 4x4 Quote V8, 42 Quote $47, 810.00 $42, 392.00 $44,461.60 In stock Minimum of 120 days for delivery In stock More features = Greater resale value, but Less features = less resale value Moderate features but does have overly priced. No bed liner or strobes the bed liner and 4 corner strobe Purchase from a local vendor Purchase from a large supplier Purchase from a large supplier Page I of I 98 of 215 Department of Management Services Florida Department of Management Services > Business Operations > State Purchasing > State Contracts and Agreements > State Term Contract > Motor Vehicles > Contractors Motor Vehicles 25100000-23-STC Contractors Contractor List Florida Climate Utilizes CBE Recycled Coverage Name Code Friendly products Authorized Area Preferred Resellers Products Affordable Carts Holdings, LLC A -Non- I No I No No Statewide Minority Alan ]av Automotive Management, A - Noy No No No Statewide c Minority Bozard Ford Co. IA - Non- No I No No Statewide Minority Duval Ford LLC I A - Non- I No No No Statewide Minority Gatormoto Utilitv Vehicles and More A - Non- No I I No No Statewide LLC dba Moto Electric Vehicles Minority Starke Motorcars LLC dba Duval A - Non- No I No I No Statewide Chevrolet Minority T. roaical Ford, Inc. A - Non No I INo No Statewide Minority Sten One Automotive dba CDJR Ft A - Non- No No No Statewide Walton Beach Minority Step One Automotive dba Ford A - Non- No l No No Statewide Crestview Minority fff pep One Automotive dba Hyun i A - Non- No jII i Na No Statewide Brunswick Minority I II 99 of 215 Motor Vehld+s (2510000041•STC) Price Quote Form (Pdh (STATE AGENCIES MUST ALSO SU --11T FORM M(P6301) UpASEad 117WO22 Awarded Contractor Information Contractor Name: STEP ONE AUTOMOTIVE dna FORD CRESTVIEW Street Address 4060 FEROON BLVD City. State, 7Jp: CRESTVIEW, FL 32536 Contact Person: MARK SAMPSON Tick: MUNICIPALANO GOVERNMENT FLEET SALESACCOUNT MANAGER Driving[ Ouo40 Date: Revised Quote Data: I Eel. Dolt" i3�120 DAYS Phone re: lPrknary. 360-826-2294 (secondary: I360.826.22� Einall Address: - STcPVHEA T� o.Co r Fax is: CordmeiarL Purchase Order*: Renuestinn Customer Information Afenl*IE1191ble User Nama: CrTY OF 8EWTIAN Cont k Parson: ALAN CLARKE Two: ' FLEET SUPERINTENDANT Phone !s: I Prima ry: IrrAW1235 Secondary. Email Address: ILIAR!i _QQf1YQF5LBAfiIlM'.OHG Fax R: eeeeneglI Contacl for Customer (Options[) Contact Person: Phone Iles: I Primary: Secondary: FIrnall Address: Fax R: UNSPSC Lommodlly Code. on" Sub -Group 1PICKUPTRUCK 25101600 A MEDIUM DUTY TRUCKS ManufeckseN$rsntl �20231SIRADESI.IANr-REWCABV84x400 R•preNnhflre NO" OEM OPTIONS Tr" S S£Cr10'' 5 MOULD ON[ _Y 9E USED FOP OEar OPTIONS WHICH ARC NOT IDENTIFIED AND PRICED C OM Option Description %FH CLASS IV RECEIVER HITCH GKM Remote Keyless Entry with All —Secure TBB Full Size Spare Tire DSA ANTI SLIP DIFFERENTIAL 001 DESTINATION CHARGE TOTAL COST: Required Ahermarket option Description I QTY TO fAL COST: RAunll Line Number 5 Bass VahlCle Pd[ OEM Options Discount 114% S 42,911.00 21(l OEM option I 00116 Option Model OEM option &VW OEM Opdon Price marmiN ow "tabor tP•rtink) (Par Unit) j 445.00 $ 436.10 j 190.00 $ 180.20 j 20O oo S 195,00 j 495.00 S 485.1C - - = 1,9M.00 S 1.055.10 s s s s s s - s Required Aflermarkert Option Manufacturer 1 Total Prica 3 436.1 j 186.2 6 196,0 S 496.1 S IASA HagWretl Required Aftenumket Option Aftwmarkal Option price Td;t[ Price Model Number (Par Unh► 100 of 215 IdantRisd Idsnlifiad Idontlfled Affertnerket OpUeh ARermarkst Wtlon MMPtlf�dAlfama•rfulOPtlMCpCilptlon CITY Manuladuror AfModelNumber �e Tnli1RIP! Model Number (PorUnk) WHI rE STROBES- .. — i S 5 ___ J I Non•IdrntlTladt7w NAftn"arke01Nonddant8la l Mhm alWQp6m DaaalPnoh QTY AAaneaeMat OPtlolhysRPaMarwreaurarM(Par Unll) Contractor Commema: Cuslomer Comments: *L,-,SH 1 unhod Nadon%Standard ProduWs irld $O 1Y 9 COMMO,6 =y rods, kph! to the prld shNt for-,* pp,:e a wptl ! 4le etch GmP- 2 ARa' mrrkst°PHon routP.laa Prim (par Uttmq s— T_ 5 0 101 of 215 Motor Vehicles f5700000-21-ITC) Price QuoW Form fPCfl (STATE AGENCIES MUSTALSO SIIl3M FORM MP15301) 1$defed Tlfamu Awarded Contractor Inlonnation Contredor Nana: STEP ONE AUTOMOTIVE dbe FORD CRESTAEW _ StreatAddress: 4060 FERDON BLVD _ Cly, State, 9p: CRESTVIEW, FL 32536 Cor tact Person: MARK SAMPSON Title: IMfUNICIPALAND ODV8tMr1ENT FLEET SALES ACCOUNT MANAGER Original quote Date:-Rw4sad Ouote Data: I �15*11. .-30.120 DAYS Phone We: (Primary: 380 8 jpIisealdary: ---11 Email Address: 6t$BMPa NIMSTEPCONFAU10.4JU _ Fax S: Cordract.e. Purctaa. Ord.r e: Requesting Customer Informatlon AgencYse Wigibis Ur Name: CITY OF SEBASTIAN Cordac2 Person: ALAN CLARKE T1Me: IFLICET SUpQtINTENDMIT Phone 3a: • Prlaary: I TM211235 I Enall Address: i f0FSFSASTIAN.ORG Fax 9; Contact Person: phone We! Prlmary: I Email Address: Fax 0: UNSPSG Oneup Commodity Coder 251016M S. MEDIUM DUTYTRUCi(o titsnufaeturedBrbnd Ft , 1500 TRADESMAN CREW CAB Secondary Contact for Customer (Optional) Thle: &econdery; , Sub -Group PICKUP TRUCK ReWesardan" Node] Lino Number 5 Base WhWe Price OUA Options $W.NW." Discount f3% OEM Option Desedpilm OTY OMOpUon OOIOptlonMGM 'OWOption MSRP OW Option Price Total Price 211sou adurar Ntaoher (PerUnit) Perunlq ABR Trailer Tow Package 1 S 1.095.00 $ 1.073.10 $ 1,03.10 GXH Remote Keyless Entry with All -secure 1 i 180.00 j 185.20 S 186.20 TSB Full Size Spare Tire 1 t 200.00 S 196-00 $ 195.00 XCH 2 Additional Key Fobs 1 i 195.00 $ 191.10 S 191.10 XHF Nopar Spray in Bedliner 1 i 595,00 $ 5B110 S 58310 001 DESTINATION CHARGE 1 $1,885.00 S 1,857.10 S 1.85710 — s S s s s S _ _ F i - - - - s - - s s s - _ s S - S , T OTAL COVT: OEA OpYons OPTIONS 7 4.vptl,eo r1}IS SECTION SHOULD OW V BE USED rOR REOWBED AT i R1IAAKET OPTIONS KMCH ARE IOENTIFIFO AND Pit - - RequfredAMrmakMOpllonDesalptlon QTY Required ARemtsilntOption A,,mReequl'lulricrod Option Required AftormarlcotOption Toia!Price ManufacturerIAodel Number (Per Unit) (PUnit] TOTAL COST: RaquIrerdAORYRM I IDENTIFIED AFTERMARKET OPTIONS_ BE USED fOR fOENTICIED AT rPRMARKE IF OP TIGNS WHOClr ARE fDENTIFIED AND PRKED OH THE PRICE SHEET 1 102 of 215 Ida nNedAAemiarkatOption Description ory IdenHlledAllemrarketOplfen Manufacturer cos NonidoMMed AMrmarket Option baaulption IderrUllea After narkat Option Afl►rtns �GOptlan TIA&I Price Model Number (pK Unit) 5 s _ Z I� Is T lam_ s s I T— Non4derrllied NenadadMed NonilantlRed Non4deMHk CITY AftomarkstOpOw Aflemmtntop"n AAMMArketOPllon Afprmarkat0I Manufacturer Model Number MSRP Prlee (PerUnit) (ParUnIQ a s 3— - TOTALonf -- _ Contractor Comments: Customer Comments: N I.ua Naaaha Sranoard Fronueta One San.aa cemrnedln' l:ede. RIM to the Ones ahaet War RM Ceeetar "pwAble to NM lrmp. 2 103 of 215 _ IdeMlAad Aftewt IdeMMdARemtarket Option D"Mpflon CTY td•ntM tHenufeoturer Option ABermarw 006n AM PrtceOption Total Price llodelNumb•r (Pwufm 4 CORNER ALMERAND WHITESTROBEq 11 620.00 SPRAY IN 84QWAR Ali ,ya 800.00 - - - . 3^ s - IS -- 1 - TOTAL COST. 7 enf ed brma se OplIons ♦ • • • • T 1S SECTION SHOULD ONLYAE USFD FOR NON -IDENTIFIED AFTERA RKET OP7fOHS. WWCH ARE N0T ID.EMTfFfRAANA OA1 THE MCE SHEET Norr�denttfiad Non tdanttll•d NoMd•nMd NonadeMkisd NonJdentlHedARermarketoption Oeacriptlon CW Afbm"erkatOpfion Al.finetketOptfon ,�•nAfticeket ---- 4 ..- -- ---- - - - Manvtoctumr Model Number MSRP Pries [P•r Urtl) [Per Unit) F I I TOTAL COST: Non4donfirittl Altermarkel OpUohs T•(yEPrlr:• 5 — S - _ - - Grand Total Stale Term Contract Pdce per chick 5 T,605.50 Total Vehicles quoted Iw0b th• same OEM. Regrdled Att0rmarket• ldantl6od Aftermarkel, and Non• cletttlhed Ahermmkel Options) t Purchase Order Grand TotalaT,fi05-5a Contmetor C•mnl•ffte: Customer Comments: r•rwllcm""rncvs k-9pnoaeY r.poc hmf to qW PflG7 sheet for ffi1W"M WWIwble 6p 4fff# Ilrou�. .. 104 of 215 cona.a:er Nareor Strsat Addmss: City, State, Zip: Contact Person: Original Ouotu Date: Phone A'su (Primary: Ems 11 Address: Fax lr: Contractors Pursham Order l: Motor Vehicles 125100000.21-STC) Price Quote Form(PQFj (STATE AGENCIES MUST At-50 SUBMIT FORM MP5301) Updated 1IM822 Awarded Contractor Information STEP ONE AUIOMOT VE dca FORD CRESTVIEW 40W FERDON BLVD CRESTVIE•W, FL 32536 MARKSAMPSON e:(MUNICIPALANDGOVERNNI:N�OUNTMAWZER ------- - IRetrlsed�uobDeta: I Eet001woy: 13D•120DAYS y. 7.. •�ri y ••+ 2F.111 • •RN AgancyfEllgiblcUserNama: CITYLIFSEBASTIAN ContaciPerson: ALANCLARKE Phone ra: Apr ni G—y 772MI235 E.rrtall Addrpa: 7C:Aq KEn^.ITYOFSLBASTIAN.QRf, Fox e: Contest Person: Phonelrs: }Primary: Email Address: _ Fain is UNSPSC CommodRy Codes 25101600 6. MEDIUM DUTY TRUCKS Group Iaeoan&w. 13811e26-2294 Requesting Customer Information 1TIlle: _ ERarIENDANT tlasoLtdary: I 9etondaq Contact nor Custelller (Optional) ;TJOK �lneooedary: { Sub-6ronp PICKUP TRUCK Line Nor nbw S Bea• Yahlele Prica OHM Options ManufacturertBmnd Repree♦ntative model "OW Oft Discount RAM L23 1500 TRADESMAN CREW CAB 5 42.927.00 1 2% THIS S£C1`104 SHOUlA (" OvEOF09 ."+* ". � 1—'CFI:17+iF,^. Ar7j+ PRICEn OM IH[ PH,-c 5M&Er OW Option bNdlptlon On OEM Option Manufacturer OEM Option Model OEM Option 60M Number (PerUML) ' OEM Option Price (Perur" 'raw Price YFii CLASS IV RECEIVER HITCH 1 f 446.00 S 43e.10 S 436.$0 TBS FULL SIZE SPARE TIRE 1 f 200.00 3 196,00 t 196,00 REMOTE KEYLESS ENTRY 1 i 1110.00 f 19620 S 196.20 ANTI SPrN DIFFERENTIAL t i 495.00 f 465.10 $ 465.10 DESTINATION CHARGE — 1 — -- S 1,995.00 S 1,065.10 S 1.955.10 s s - --- --- - s $ S S S - S - S - 5 $ S _ S S S S - - _ y 5 TOTAL COST: OEIIA options 5 REOUIREDAFTERMARKET OPTIONS Required Required Required Afterrnarkel Option Description QTY Raqutred Aflerrrserket Option Attermarket Option Manufrqurer pft110=1 N Number on Price liofal Prke ModelNumbsr (Per Una) S — S TO: A L i:W t: ismireo AfsermsrkN ]DEN TIMED AFTERMARIKET OPTIONS - - .; r. 1 105 of 215 an if SEAT" HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meefin2 Date: July 12, 2023 A(-,enda Item Title: Resolution No. R-23-15 - Federal Aviation Administration (FAA) Airport Improvement Program (AIP) Grant Agreement 3-12-0145-021-2023 - Runway 05-23 Rehabilitation Recommendation: Staff recommends Approval of Resolution R-23-15, acceptance of conditions and approval of terms in FAA AIP Grant 3-12-0145-021-2023 in order to obtain Federal funds for the Rehabilitation of Runway 05-23, including lighting improvements at Sebastian Municipal Airport and authorizing the City Manager to execute appropriate documents. Bacicaround: After the 2022 inspection process, the current runway 05-23 Pavement Condition Index (PCI) average is below 69 which falls into a "Fair" rating and is forecast to continue deteriorating at an accelerated rate. FAA and FDOT Maintenance Policies recommend a Major Rehabilitation that will bring the runway surface condition back up to a 100 rating. The project will also include upgrades to the runway lighting system, changing all side and end lighting to new LED products that will increase visibility and reduce electricity consumption. This Resolution will accept the FAA AIl' 90% Grant Project No. 3-12-0145-021-2023, in the amount of $3,066,881. Agenda Item Requires Expenditure of Funds: Total Budgeted Amount: $3,407,645.65 Total Cost: FAA 90%= $3,066,881.09 State (FDOT) 5% = $170,382.28 Local 5% = $170,382.28 - Discretionary Sales Tax Attachments: 1. Resolution # R-23-15 2. FAA AIP Project Grant No. 3-12-0145-021-2023 hff Administrative Services Department Review: -�►J. City Attorney Review: Procurement Division Re ew, if applicable: _ �r City Manager Authorization: Date: _ %1�1-7d 2.) 106 of 215 RESOLUTION NO. R-23-15 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN FAA AIRPORT IMPROVEMENT PROGRAM (AIP) GRANT FOR FUNDING THE COST OF "RUNWAY 05-23 ASPHALT REHABILITATION" AT THE SEBASTIAN MUNICIPAL AIRPORT; PROVIDING FOR CONFLICT; PROVIDING FOR SEVERABILITY; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. Whereas, the Sebastian Municipal Airport current Runway Pavement Condition Index average is below a "Fair" rating and is forecasted to continue to deteriorate; Whereas, the Federal Airport Authority (FAA) and Florida Department of Transportation (FDOT) Maintenance Policies recommend a Major Rehabilitation that will bring the Runway surface condition back up to a 100 rating; Whereas, the FAA has issued an Airport Improvement Project (AIP) Grant No. 3-12-0145-021- 2023 totaling approximately $3,066,881.09 for the Rehabilitation of Runway 05-23 with Lighting Improvements at Sebastian Municipal Airport, providing for 90% of the actual project cost, and FDOT has extended a Public Transportation Grant Agreement (PTGA) FM451510-1-94-01 in the amount of $170,382.28, for their 5% portion of the FAA grant Airport Improvement Grant (AIP) Project, said project cost for the City of Sebastian is estimated to be $170,382.28 and Whereas, the City of Sebastian desires to improve the current runways and agrees to the conditions of such funding. NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SEBASTIAN, as follows: Section 1. AUTHORIZATION. The City Manager is hereby authorized to execute said FAA Airport Improvement Project (AIP) Grant No. 3-12-0145-021-2023 on behalf of the City. Section 2. CONFLICTS. All resolutions or parts of resolutions in conflict are hereby repealed. Section 3. SEVERABILITY. The provisions of this Resolution are intended to be severable. If any provision of this Resolution is determined to be void or is declared illegal, invalid, or unconstitutional by a Court of competent jurisdiction, the remainder of this Resolution shall remain in full force and effect. Section 4. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re - lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of further action of City Council by filing a corrected copy of same with the City Clerk. Section 5. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. 107 of 215 The foregoing Resolution was moved for adoption by Council Member The motion was seconded by Council Member and, upon put to a vote, the vote was as follows: Mayor Fred Jones Vice Mayor Chris Nunn Council Member Bob McPartlan Council Member Kelly Dixon Council Member Ed Dodd The Mayor thereupon declared this resolution duly passed and adopted this day of July, 2023. ATTEST: Jeanette Williams, City Clerk CITY OF SEBASTIAN, FLORIDA Mayor Fred Jones Approved as to form and legality for reliance by the City of Sebastian only: Jennifer Cockcroft, City Attorney 108 of 215 3-12-0145-021-2023 U.S. Department of Transportation OW Federal Aviation Administration June 26, 2023 Mr. Jeff Sabo Airport Manager Sebastian Municipal Airport 202 Airport Drive East Sebastian, Florida 32958 Dear Mr. Sabo: Orlando Airports District Office: 8427 South Park Circle, Suite 524 Orlando, FL 32819 The Grant Offer for Airport Improvement Program (AIP) Project No. 3-12-0145-021-2023 at Sebastian Municipal Airport is attached for execution. This letter outlines the steps you must take to properly enter into this agreement and provides other useful information. Please read the conditions, special conditions, and assurances that comprise the grant offer carefully. You may not make anp modification to the text. terms or conditions of the Brant offer. Steps You Must Take to Enter Into Agreement. To properly enter into this agreement, you must do the following: 1. The governing body must give authority to execute the grant to the individual(s) signing the grant, i.e., the person signing the document must be the sponsor's authorized representative(s) (hereinafter "authorized representative"). 2. The authorized representative must execute the grant by adding their electronic signature to the appropriate certificate at the end of the agreement. 3. Once the authorized representative has electronically signed the grant, the sponsor's attorney(s) will automatically receive an email notification. 4. On the same day or after the authorized representative has signed the grant, the sponsor's attorney(s) will add their electronic signature to the appropriate certificate at the end of the agreement. 5. If there are co-sponsors, the authorized representative(s) and sponsor's attorney(s) must follow the above procedures to fully execute the grant and finalize the process. Signatures must be obtained and finalized no later than July 24, 2023. 6. The fully executed grant will then be automatically sent to all parties as an email attachment. Payment. Subject to the requirements in 2 CFR § 200.305 (Federal Payment), each payment request for reimbursement under this grant must be made electronically via the Delphi elnvoicing System. Please see the attached Grant Agreement for more information regarding the use of this System. 109 of 215 3-12-0145-021-2023 Project Timing. The terms and conditions of this agreement require you to complete the project without undue delay and no later than the Period of Performance end date (1,460 days from the grant execution date). We will be monitoring your progress to ensure proper stewardship of these Federal funds. We expect you to submit oavment reauests for reimbursement of allowable incurred proiect expenses consistent with proiect progress. Your grant may be placed in "inactive" status if you do not make draws on a regular basis, which will affect your ability to receive future grant offers. Costs incurred after the Period of Performance ends are generally not allowable and will be rejected unless authorized by the FAA in advance. Reporting. Until the grant is completed and closed, you are responsible for submitting formal reports as follows: • For all grants, you must submit by December 31st of each year this grant is open: 1. A signed/dated SF-270 (Request for Advance or Reimbursement for non -construction projects) or SF-271 or equivalent (Outlay Report and Request for Reimbursement for Construction Programs), and 2. An SF-425 (Federal Financial Report). • For non -construction projects, you must submit FAA Form 5100-140, Performance Report within 30 days of the end of the Federal fiscal year. • For construction projects, you must submit FAA Form 5370-1, Construction Progress and Inspection Report, within 30 days of the end of each Federal fiscal quarter. Audit Requirements. As a condition of receiving Federal assistance under this award, you must comply with audit requirements as established under 2 CFR Part 200. Subpart F requires non -Federal entities that expend $750,000 or more in Federal awards to conduct a single or program specific audit for that year. Note that this includes Federal expenditures made under other Federal -assistance programs. Please take appropriate and necessary action to ensure your organization will comply with applicable audit requirements and standards. Closeout. Once the project(s) is completed and all costs are determined, we ask that you work with your FAA contact indicated below to close the project without delay and submit the necessary final closeout documentation as required by your Region/Airports District Office. FAA Contact Information. William Farris, (407) 487-7232, bill.farris@faa.gov is the assigned program manager for this grant and is readily available to assist you and your designated representative with the requirements stated herein. We sincerely value your cooperation in these efforts and look forward to working with you to complete this important project. Sincerely, Bart Vernace, P.E. Manager 110 of 215 3-12-0145-021-2023 U.S. Department of Transportation Federal Aviation Administration Federal Award Offer Date Airport/Planning Area FY2023 AIP Grant Number Unique Entity Identifier TO: City of Sebastian (herein called the "Sponsor") GRANT AGREEMENT Part I - Offer June 26, 2023 Sebastian Municipal Airport 3-12-0145-021-2023 NXT9M769FC19 FROM: The United States of America (acting through the Federal Aviation Administration, herein called the "FAA") WHEREAS, the Sponsor has submitted to the FAA a Project Application dated June 15, 2023, for a grant of Federal funds for a project at or associated with the Sebastian Municipal Airport, which is included as part of this Grant Agreement; and WHEREAS, the FAA has approved a project for the Sebastian Municipal Airport (herein called the "Project") consisting of the following: Rehabilitate Runway 5/23 Paving and Lighting which is more fully described in the Project Application. NOW THEREFORE, Pursuant to and for the purpose of carrying out the Title 49, United States Code (U.S.C.), Chapters 471 and 475; 49 U.S.C. §§ 40101 et seq., and 48103; FAA Reauthorization Act of 2018 (Public Law Number 115-254); the Department of Transportation Appropriations Act, 2021(Public Law 116-260, Division L); the Consolidated Appropriations Act, 2022 (Public Law 117-103); Consolidated Appropriations Act, 2023 (Public Law 117-328); and the representations contained in the Project Application; and in consideration of: (a) the Sponsor's adoption and ratification of the Grant Assurances attached hereto; (b) the Sponsor's acceptance of this Offer; and (c) the benefits to accrue to the United States and the public from the accomplishment of the Project and compliance with the Grant Assurance and conditions as herein provided; 3 111 of215 3-12-0145-021-2023 THE FEDERAL AVIATION ADMINISTRATION, FOR AND ON BEHALF OF THE UNITED STATES, HEREBY OFFERS AND AGREES to pay ninety (90) percent of the allowable costs incurred accomplishing the Project as the United States share of the Project. Assistance Listings Number (Formerly CFDA Number): 20.106 This Offer is made on and SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS: CONDITIONS Maximum Oblieation. The maximum obligation of the United States payable under this Offer is $3,066,881. The following amounts represent a breakdown of the maximum obligation for the purpose of establishing allowable amounts for any future grant amendment, which may increase the foregoing maximum obligation of the United States under the provisions of 49 U.S.C. § 47108(b): $ 0 for planning; $ 3,066,881 airport development or noise program implementation; and, $ 0 for land acquisition. The source of this Grant includes funding from the Small Airport Fund, in accordance with 49 U.S.C. § 47116. Grant Performance. This Grant Agreement is subject to the following Federal award requirements: a. Period of Performance: Shall start on the date the Sponsor formally accepts this Agreement and is the date signed by the last Sponsor signatory to the Agreement. The end date of the Period of Performance is 4 years (1,460 calendar days) from the date of acceptance. The Period of Performance end date shall not affect, relieve, or reduce Sponsor obligations and assurances that extend beyond the closeout of this Grant Agreement. 2. Means the total estimated time interval between the start of an initial Federal award and the planned end date, which may include one or more funded portions or budget periods. (2 Code of Federal Regulations (CFR) § 200.1). b. Budget Period: 1. For this Grant is 4 years (1,460 calendar days) and follows the same start and end date as the Period of Performance provided in paragraph (2)(a)(1). Pursuant to 2 CFR § 200.403(h), the Sponsor may charge to the Grant only allowable costs incurred during the Budget Period. 2. Means the time interval from the start date of a funded portion of an award to the end date of that funded portion during which the Sponsor is authorized to expend the funds awarded, including any funds carried forward or other revisions pursuant to 2 CFR § 200.308. c. Close Out and Termination 1. Unless the FAA authorizes a written extension, the Sponsor must submit all Grant closeout documentation and liquidate (pay-off) all obligations incurred 4 112 of 215 3-12-0145-021-2023 under this award no later than 120 calendar days after the end date of the period of performance. If the Sponsor does not submit all required closeout documentation within this time period, the FAA will proceed to close out the grant within one year of the Period of Performance end date with the information available at the end of 120 days. (2 CFR § 200.344). 2. The FAA may terminate this Grant, in whole or in part, in accordance with the conditions set forth in 2 CFR § 200.340, or other Federal regulatory or statutory authorities as applicable. 3. Ineliaible or Unallowable Costs. The Sponsor must not include any costs in the project that the FAA has determined to be ineligible or unallowable. 4. Indirect Costs - Sponsor. The Sponsor may charge indirect costs under this award by applying the indirect cost rate identified in the project application as accepted by the FAA, to allowable costs for Sponsor direct salaries and wages. Determinine the Final Federal Share of Costs. The United States' share of allowable project costs will be made in accordance with 49 U.S.C. § 47109, the regulations, policies, and procedures of the Secretary of Transportation ("Secretary"), and any superseding legislation. Final determination of the United States' share will be based upon the final audit of the total amount of allowable project costs and settlement will be made for any upward or downward adjustments to the Federal share of costs. 6. Completine the Proiect Without Delav and in Conformance with Requirements. The Sponsor must carry out and complete the project without undue delays and in accordance with this Agreement, 49 U.S.C. Chapters 471 and 475, the regulations, and the Secretary's policies and procedures. Per 2 CFR § 200.308, the Sponsor agrees to report and request prior FAA approval for any disengagement from performing the project that exceeds three months or a 25 percent reduction in time devoted to the project. The report must include a reason for the project stoppage. The Sponsor also agrees to comply with the grant assurances, which are part of this Agreement. 7. Amendments or Withdrawals before Grant Acceptance. The FAA reserves the right to amend or withdraw this offer at any time prior to its acceptance by the Sponsor. 8. Offer Expiration Date. This offer will expire and the United States will not be obligated to pay any part of the costs of the project unless this offer has been accepted by the Sponsor on or before July 24, 2023, or such subsequent date as may be prescribed in writing by the FAA. 9. Improper Use of Federal Funds. The Sponsor must take all steps, including litigation if necessary, to recover Federal funds spent fraudulently, wastefully, or in violation of Federal antitrust statutes, or misused in any other manner for any project upon which Federal funds have been expended. For the purposes of this Grant Agreement, the term "Federal funds" means funds however used or dispersed by the Sponsor, that were originally paid pursuant to this or any other Federal grant agreement. The Sponsor must obtain the approval of the Secretary as to any determination of the amount of the Federal share of such funds. The Sponsor must return the recovered Federal share, including funds recovered by settlement, order, or judgment, to the Secretary. The Sponsor must furnish to the Secretary, upon request, all documents and records pertaining to the determination of the amount of the Federal share or to any settlement, litigation, negotiation, or other efforts taken to recover such funds. All 113 of215 3-12-0145-021-2023 settlements or other final positions of the Sponsor, in court or otherwise, involving the recovery of such Federal share require advance approval by the Secretary. 10. United States Not Liable for Damage or Iniurv. The United States is not responsible or liable for damage to property or injury to persons which may arise from, or be incident to, compliance with this Grant Agreement. 11. Svstem for Award Management (SAM) Registration and Unique Entity Identifier 1UE11. Requirement for System for Award Management (SAM): Unless the Sponsor is exempted from this requirement under 2 CFR § 25.110, the Sponsor must maintain the currency of its information in the SAM until the Sponsor submits the final financial report required under this Grant, or receives the final payment, whichever is later. This requires that the Sponsor review and update the information at least annually after the initial registration and more frequently if required by changes in information or another award term. Additional information about registration procedures may be found at the SAM website (currently at http://www.sam.pov). b. Unique entity identifier (UEI) means a 12-character alpha -numeric value used to identify a specific commercial, nonprofit or governmental entity. A UEI may be obtained from SAM.gov at httos://sam.Rov/content/entitv-registration. 12. Electronic Grant Pavment(s). Unless otherwise directed by the FAA, the Sponsor must make each payment request under this Agreement electronically via the Delphi elnvoicing System for Department of Transportation (DOT) Financial Assistance Awardees. 13. Informal Letter Amendment of AIP Proiects. If, during the life of the project, the FAA determines that the maximum grant obligation of the United States exceeds the expected needs of the Sponsor by $25,000 or five percent (5%), whichever is greater, the FAA can issue a letter amendment to the Sponsor unilaterally reducing the maximum obligation. The FAA can also issue a letter to the Sponsor increasing the maximum obligation if there is an overrun in the total actual eligible and allowable project costs to cover the amount of the overrun provided it will not exceed the statutory limitations for grant amendments. The FAA's authority to increase the maximum obligation does not apply to the "planning" component of Condition No. 1, Maximum obligation. The FAA can also issue an informal letter amendment that modifies the grant description to correct administrative errors or to delete work items if the FAA finds it advantageous and in the best interests of the United States. An informal letter amendment has the same force and effect as a formal grant amendment. 14. Air and Water Qualitv. The Sponsor is required to comply with all applicable air and water quality standards for all projects in this grant. If the Sponsor fails to comply with this requirement, the FAA may suspend, cancel, or terminate this Grant Agreement. 15. Financial Reporting and Pavment Requirements. The Sponsor will comply with all Federal financial reporting requirements and payment requirements, including submittal of timely and accurate reports. 15, Buv American. Unless otherwise approved in advance by the FAA, in accordance with 49 U.S.C. § 50101, the Sponsor will not acquire or permit any contractor or subcontractor to acquire any steel or manufactured products produced outside the United States to be used for any project 114 of 215 3-12-0145-021-2023 for which funds are provided under this Grant. The Sponsor will include a provision implementing Buy American in every contract and subcontract awarded under this Grant. 17. Build America. Buv America. The Sponsor must comply with the requirements under the Build America, Buy America Act (Public Law 117-58). 18. Maximum Oblieation Increase. In accordance with 49 U.S.C. § 47108(b)(3), as amended, the maximum obligation of the United States, as stated in Condition No. 1, Maximum Obligation, of this Grant Offer: a. May not be increased for a planning project; b. May be increased by not more than 15 percent for development projects if funds are available; c. May be increased by not more than the greater of the following for a land project, if funds are available: 1. 15 percent; or 25 percent of the total increase in allowable project costs attributable to acquiring an interest in the land. If the Sponsor requests an increase, any eligible increase in funding will be subject to the United States Government share as provided in 49 U.S.C. § 47110, or other superseding legislation if applicable, for the fiscal year appropriation with which the increase is funded. The FAA is not responsible for the same Federal share provided herein for any amount increased over the initial grant amount. The FAA may adjust the Federal share as applicable through an informal letter of amendment. 19. Audits for Sponsors. PUBLIC SPONSORS. The Sponsor must provide for a Single Audit or program -specific audit in accordance with 2 CFR Part 200. The Sponsor must submit the audit reporting package to the Federal Audit Clearinghouse on the Federal Audit Clearinghouse's Internet Data Entry System at http://harvester.census.pov/facweb/. Upon request of the FAA, the Sponsor shall provide one copy of the completed audit to the FAA. Sponsors that expend less than $750,000 in Federal awards and are exempt from Federal audit requirements must make records available for review or audit by the appropriate Federal agency officials, State, and Government Accountability Office. The FAA and other appropriate Federal agencies may request additional information to meet all Federal audit requirements. 20. Suspension or Debarment. When entering into a "covered transaction" as defined by 2 CFR § 180.200, the Sponsor must: a. Verify the non -Federal entity is eligible to participate in this Federal program by: Checking the excluded parties list system (EPLS) as maintained within the System for Award Management (SAM) to determine if the non -Federal entity is excluded or disqualified; or Collecting a certification statement from the non-Federa[ entity attesting they are not excluded or disqualified from participating; or 3. Adding a clause or condition to covered transactions attesting the individual or firm are not excluded or disqualified from participating. 7 115 of215 3-12-0145-021-2023 b. Require prime contractors to comply with 2 CFR § 180.330 when entering into lower -tier transactions with their contractors and sub -contractors. c. Immediately disclose in writing to the FAA whenever (1) the Sponsor learns they have entered into a covered transaction with an ineligible entity or (2) the Public Sponsor suspends or debars a contractor, person, or entity. 21. Ban on Texting While Driving. a. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, and DOT Order 3902.10, Text Messaging While Driving, December 30, 2009, the Sponsor is encouraged to: 1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving when performing any work for, or on behalf of, the Federal government, including work relating to a grant or subgrant. 2. Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as: Establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving; and Education, awareness, and other outreach to employees about the safety risks associated with texting while driving. b. The Sponsor must insert the substance of this clause on banning texting while driving in all subgrants, contracts, and subcontracts funded with this Grant. 22. Trafficking in Persons. a. Posting of contact information. 1. The Sponsor must post the contact information of the national human trafficking hotline (including options to reach out to the hotline such as through phone, text, orTTY) in all public airport restrooms. b. Provisions applicable to a recipient that is a private entity. 1. You as the recipient, your employees, subrecipients under this Grant, and subrecipients' employees may not: i. Engage in severe forms of trafficking in persons during the period of time that the Grant and applicable conditions are in effect; ii. Procure a commercial sex act during the period of time that the Grant and applicable conditions are in effect; or iii. Use forced labor in the performance of the Grant or any subgrants under this Grant. 2. We as the Federal awarding agency, may unilaterally terminate this Grant, without penalty, if you or a subrecipient that is a private entity — Is determined to have violated a prohibition in paragraph (a) of this Grant Condition; or 116 of 215 3-12-0145-021-2023 ii. Has an employee who is determined by the agency official authorized to terminate the Grant to have violated a prohibition in paragraph (a) of this Grant Condition through conduct that is either — a) Associated with performance under this Grant; or b) Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR Part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR Part 1200. c. Provision applicable too recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this Grant, without penalty, if a subrecipient that is a private entity — Is determined to have violated an applicable prohibition in paragraph (a) of this Grant Condition; or 2. Has an employee who is determined by the agency official authorized to terminate the Grant to have violated an applicable prohibition in paragraph (a) of this Grant Condition through conduct that is either — i. Associated with performance under this Grant; or ii. Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR Part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR Part 1200. d. Provisions applicable to any recipient. 1. You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph (a) of this Grant Condition. 2. Our right to terminate unilaterally that is described in paragraph (a) or (b) of this Grant Condition: i. Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended [22 U.S.C. § 7104(g)], and Is in addition to all other remedies for noncompliance that are available to us under this Grant. 3. You must include the requirements of paragraph (a) of this Grant Condition in any subgrant you make to a private entity. e. Definitions. For purposes of this Grant Condition: 1. "Employee" means either: i. 'An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this Grant; or 9 117 of215 3-12-0145-021-2023 ii. Another person engaged in the performance of the project or program under this Grant and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in -kind contribution toward cost sharing or matching requirements. 2. "Force labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3. "Private entity": i. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR § 175.25. ii. Includes: a) A nonprofit organization, including any nonprofit institute of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR § 175.25(b). b) A for -profit organization. 4. "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. § 7102). 23. AIP Funded Work Included in a PFC Application. Within 90 days of acceptance of this Grant Agreement, the Sponsor must submit to the FAA an amendment to any approved Passenger Facility Charge (PFC) application that contains an approved PFC project also covered under this Grant Agreement as described in the project application. The airport sponsor may not make any expenditure under this Grant Agreement until project work addressed under this Grant Agreement is removed from an approved PFC application by amendment. 24. Exhibit "A" Property Map. The Exhibit "A" Property Map dated March 2002, is incorporated herein by reference or is submitted with the project application and made part of this Grant Agreement. 25. Emplovee Protection from Reprisal. a. Prohibition of Reprisals 1. In accordance with 41 U.S.C. § 4712, an employee of a Sponsor, grantee, subgrantee, contractor, or subcontractor may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing to a person or body described in sub -paragraph (a)(2) below, information that the employee reasonably believes is evidence of: i. Gross mismanagement of a Federal grant; ii. Gross waste of Federal funds; iii. An abuse of authority relating to implementation or use of Federal funds; iv. A substantial and specific danger to public health or safety; or v. A violation of law, rule, or regulation related to a Federal grant. 10 118 of 215 3-12-0145-021-2023 2. Persons and bodies covered. The persons and bodies to which a disclosure by an employee is covered are as follows: i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General; iii. The Government Accountability Office; iv. A Federal employee responsible for contract or grant oversight or management at the relevant agency; v. A court or grand jury; vi. A management official or other employee of the Sponsor, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct; or vii. An authorized official of the Department of Justice or other law enforcement agency. b. Investigation of Complaints. 1. Submission of Complaint. A person who believes that they have been subjected to a reprisal prohibited by paragraph (a) of this Condition may submit a complaint regarding the reprisal to the Office of Inspector General (OIG) for the U.S. Department of Transportation. 2. Time Limitation for Submittal of a Complaint. A complaint may not be brought under this subsection more than three years after the date on which the alleged reprisal took place. 3. Required Actions of the Inspector General. Actions, limitations, and exceptions of the Inspector General's office are established under 41 U.S.C. § 4712(b). c. Remedy and Enforcement Authority. 1. Assumption of Rights to Civil Remedy. Upon receipt of an explanation of a decision not to conduct or continue an investigation by the OIG, the person submitting a complaint assumes the right to a civil remedy under 41 U.S.C. § 4712(c)(2). 26. Prohibited Telecommunications and Video Surveillance Services and Equipment. The Sponsor agrees to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act [Public Law 115-232 § 889(f)(1)) and 2 CFR § 200.216. 27. Critical Infrastructure Securitv and Resilience. The Sponsor acknowledges that it has considered and addressed physical and cybersecurity and resilience in their project planning, design, and oversight, as determined by the DOT and the Department of Homeland Security (DHS). For airports that do not have specific DOT or DHS cybersecurity requirements, the FAA encourages the voluntary adoption of the cybersecurity requirements from the Transportation Security Administration and Federal Security Director identified for security risk Category X airports. SPECIAL CONDITIONS 28. Buv American Executive Orders. The Sponsor agrees to abide by applicable Executive Orders in effect at the time this Grant Agreement is executed, including Executive Order 14005, Ensuring the Future Is Made in All of America by All of America's Workers. 11 119 of 215 3-12-0145-021-2023 The Sponsor's acceptance of this Offer and ratification and adoption of the Project Application incorporated herein shall be evidenced by execution of this instrument by the Sponsor, as hereinafter provided, and this Offer and Acceptance shall comprise a Grant Agreement, constituting the contractual obligations and rights of the United States and the Sponsor with respect to the accomplishment of the Project and compliance with the Grant Assurances, terms, and conditions as provided herein. Such Grant Agreement shall become effective upon the Sponsor's acceptance of this Offer. Please read the following information: By signing this document, you are agreeing that you have reviewed the following consumer disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time. I declare under penalty of perjury that the foregoing is true and correct.' UNITED STATES OF AMERICA FEDERAL AVIATION ADMINISTRATION {Signature) Bart Vernace (Typed Name) Manager (Title of FAA Official) ' Knowingly and willfully providing false information to the Federal government is a violation of 18 U.S.C. § 1001(False Statements) and could subject you to fines, imprisonment, or both. 12 120 of 215 3-12-0145-021-2023 Part II - Acceptance The Sponsor does hereby ratify and adopt all assurances, statements, representations, warranties, covenants, and agreements contained in the Project Application and incorporated materials referred to in the foregoing Offer, and does hereby accept this Offer and by such acceptance agrees to comply with all of the Grant Assurances, terms, and conditions in this Offer and in the Project Application. Please read the following information: By signing this document, you are agreeing that you have reviewed the following consumer disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time. I declare under penalty of perjury that the foregoing is true and correct.Z Dated By: Title: City of Sebastian (Name of Sponsor) (Signature of Sponsor's Authorized Official) (Typed Name of Sponsoes Authorized Official) (Title of Sponsor's Authorized Official) Z Knowingly and willfully providing false information to the Federal government is a violation of 18 U.S.C. § 1001(False Statements) and could subject you to fines, imprisonment, or both. 13 121 of215 3-12-0145-021-2023 CERTIFICATE OF SPONSOR'S ATTORNEY I, , acting as Attorney for the Sponsor do hereby certify: That in my opinion the Sponsor is empowered to enter into the foregoing Grant Agreement under the laws of the State of Florida . Further, I have examined the foregoing Grant Agreement and the actions taken by said Sponsor and Sponsor's official representative, who has been duly authorized to execute this Grant Agreement, which is in all respects due and proper and in accordance with the laws of the said State; and Title 49, United States Code (U.S.C.), Chapters 471 and 475; 49 U.S.C. §§ 40101 et seq., and 48103; FAA Reauthorization Act of 2018 (Public Law Number 115-254); the Department of Transportation Appropriations Act, 2021(Public Law 116-260, Division L); the Consolidated Appropriations Act, 2022 (Public Law 117-103); Consolidated Appropriations Act, 2023 (Public Law 117- 328); and the representations contained in the Project Application. In addition, for grants involving projects to be carried out on property not owned by the Sponsor, there are no legal impediments that will prevent full performance by the Sponsor. Further, it is my opinion that the said Grant Agreement constitutes a legal and binding obligation of the Sponsor in accordance with the terms thereof. Please read the following information: By signing this document, you are agreeing that you have reviewed the following consumer disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. You are not required to receive notices and disclosures or sign documents electronically. if you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time. declare under penalty of perjury that the foregoing is true and correct.' Dated at By: (Signature of Sponsoes Attorney) ' Knowingly and willfully providing false information to the Federal government is a violation of 18 U.S.C. § 1001(False Statements) and could subject you to fines, imprisonment, or both. 14 122 of 215 3-12-0145-021-2023 ASSURANCES AIRPORT SPONSORS A. General. 1. These assurances shall be complied within the performance of grant agreements for airport development, airport planning, and noise compatibility program grants for airport sponsors. 2. These assurances are required to be submitted as part of the project application by sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, as amended. As used herein, the term "public agency sponsor" means a public agency with control of a public -use airport; the term "private sponsor" means a private owner of a public -use airport; and the term "sponsor" includes both public agency sponsors and private sponsors. 3. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated in and become part of this Grant Agreement. B. Duration and Applicability. 1. Airport development or Noise Compatibility Program Projects Undertaken by a Public Agency Sponsor. The terms, conditions and assurances of this Grant Agreement shall remain in full force and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noise compatibility program project, but in any event not to exceed twenty (20) years from the date of acceptance of a grant offer of Federal funds for the project. However, there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to real property acquired with federal funds. Furthermore, the duration of the Civil Rights assurance shall be specified in the assurances. 2. Airport Development or Noise Compatibility Projects Undertaken by a Private Sponsor. The preceding paragraph (1) also applies to a private sponsor except that the useful life of project items installed within a facility or the useful life of the facilities developed or equipment acquired under an airport development or noise compatibility program project shall be no less than ten (10) years from the date of acceptance of Federal aid for the project. 3. Airport Planning Undertaken by a Sponsor. Unless otherwise specified in this Grant Agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 23, 25, 30, 32, 33, 34, and 37 in Section C apply to planning projects. The terms, conditions, and assurances of this Grant Agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: Airport Sponsor Assurances 5/2022 Page 1 of 18 123 of215 3-12-0145-021-2023 1. General Federal Requirements It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance, and use of Federal funds for this Grant including but not limited to the following: FEDERAL LEGISLATION a. 49, U.S.C., subtitle VII, as amended. b. Davis -Bacon Act, as amended — 40 U.S.C. §§ 3141-3144, 3146, and 3147, et seq.1 c. Federal Fair Labor Standards Act - 29 U.S.C. § 201, et seq. d. Hatch Act — 5 U.S.C. § 1501, et seq.Z e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601, et seq.i, z f. National Historic Preservation Act of 1966 — Section 106 - 54 U.S.C. § 306108.1.1 g. Archeological and Historic Preservation Act of 1974 - 54 U.S.C. § 312501, et seq.1 h. Native Americans Grave Repatriation Act - 25 U.S.C. Section § 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended - 42 U.S.C. § 7401, et seq. j. Coastal Zone Management Act, P.L. 92-583, as amended -16 U.S.C. § 1451, et seq. k. Flood Disaster Protection Act of 1973 —Section 102(a) -42 U.S.C. § 4012a.1 I. 49 U.S.C. § 303, (formerly known as Section 4(f)). m. Rehabilitation Act of 1973 - 29 U.S.C. § 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin). o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.) (prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 - 42 U.S.C. § 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968, as amended -42 U.S.C. § 4151, et seq.1 s. Powerplant and Industrial Fuel Use Act of 1978 —Section 403 - 42 U.S.C. § 8373.1 t. Contract Work Hours and Safety Standards Act - 40 U.S.C. § 3701, et seq.1 u. Copeland Anti -kickback Act -18 U.S.C. § 874.1 v. National Environmental Policy Act of 1969 - 42 U.S.C. § 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended —16 U.S.C. § 1271, et seq. x. Single Audit Act of 1984 - 31 U.S.C. § 7501, et seq.2 y. Drug -Free Workplace Act of 1988 - 41 U.S.C. §§ 8101 through 8105. z. The Federal Funding Accountability and Transparency Act of 2006, as amended (P.L. 109-282, as amended by section 6202 of P.L. 110-252). Airport Sponsor Assurances 5/2022 Page 2 of 1g 124 of 215 3-12-0145-021-2023 aa. Civil Rights Restoration Act of 1987, P.L. 100-259. bb. Build America, Buy America Act, P.L. 117-58, Title IX. EXECUTIVE ORDERS a. Executive Order 11246 — Equal Employment Opportunity' b. Executive Order 11990— Protection of Wetlands c. Executive Order 11998 — Flood Plain Management d. Executive Order 12372 — Intergovernmental Review of Federal Programs e. Executive Order 12699 — Seismic Safety of Federal and Federally Assisted New Building Construction' f. Executive Order 12898 — Environmental Justice g. Executive Order 13166 — Improving Access to Services for Persons with Limited English Proficiency h. Executive Order 13985 — Executive Order on Advancing Racial Equity and Support for Underserved Communities Through the Federal Government i. Executive Order 13988 — Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation j. Executive Order 14005 — Ensuring the Future is Made in all of America by All of America's Workers k. Executive Order 14008 — Tackling the Climate Crisis at Home and Abroad FEDERAL REGULATIONS a. 2 CFR Part 180 — OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200 — Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.a, s c. 2 CFR Part 1200 — Nonprocurement Suspension and Debarment. d. 14 CFR Part 13 — Investigative and Enforcement Procedures. e. 14 CFR Part 16— Rules of Practice For Federally -Assisted Airport Enforcement Proceedings. f. 14 CFR Part 150 —Airport Noise Compatibility Planning. g. 28 CFR Part 35 — Nondiscrimination on the Basis of Disability in State and Local Government Services. h. 28 CFR § 50.3 — U.S. Department of Justice Guidelines for the Enforcement of Title VI of the Civil Rights Act of 1964. i. 29 CFR Part 1— Procedures for Predetermination of Wage Rates.' j. 29 CFR Part 3 — Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States.' Airport Sponsor Assurances 5/2022 Page 3 of 18 125 of 215 3-12-0145-021-2023 k. 29 CFR Part 5 — Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (Also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act).' I. 41 CFR Part 60 — Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and Federally -assisted contracting requirements).' m. 49 CFR Part 20 — New Restrictions on Lobbying. n. 49 CFR Part 21— Nondiscrimination in Federally -Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 — Participation by Disadvantage Business Enterprise in Airport Concessions. p. 49 CFR Part 24 — Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally -Assisted Programs.' z q. 49 CFR Part 26 — Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. r. 49 CFR Part 27 — Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance.' s. 49 CFR Part 28 — Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities Conducted by the Department of Transportation. t. 49 CFR Part 30 — Denial of Public Works Contracts to Suppliers of Goods and Services of Countries That Deny Procurement Market Access to U.S. Contractors. u. 49 CFR Part 32 — Governmentwide Requirements for Drug -Free Workplace (Financial Assistance). v. 49 CFR Part 37 — Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 38 — Americans with Disabilities Act (ADA) Accessibility Specifications for Transportation Vehicles. x. 49 CFR Part 41— Seismic Safety. FOOTNOTES TO ASSURANCE (C)(1) ' These laws do not apply to airport planning sponsors. Z These laws do not apply to private sponsors. 3 2 CFR Part 200 contains requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation shall apply where applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. s Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. SPECIFIC ASSURANCES Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this grant agreement. Airport Sponsor Assurances 5/2022 Page 4 of 18 126 of 215 3-12-0145-021-2023 2. Responsibility and Authority of the Sponsor. a. Public Agency Sponsor: It has legal authority to apply for this Grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this Grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this Grant Agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. 3. Sponsor Fund Availability. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this Grant Agreement which it will own or control. 4. Good Title. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. 5. Preserving Rights and Powers. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this Grant Agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. b. Subject to the FAA Act of 2018, Public Law 115-254, Section 163, it will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this Grant Agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this Grant Agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or Airport Sponsor Assurances S/2022 Page S of 18 127 of 215 3-12-0145-021-2023 document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this Grant Agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public -use airport in accordance with these assurances for the duration of these assurances. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to ensure that the airport will be operated and maintained in accordance with Title 49, United States Code, the regulations and the terms, conditions and assurances in this Grant Agreement and shall ensure that such arrangement also requires compliance therewith. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. 6. Consistency with Local Plans. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. 7. Consideration of Local Interest. It has given fair consideration to the interest of communities in or near where the project may be located. 8. Consultation with Users. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. Airport Sponsor Assurances 5/2022 Page 6 of 18 128 of215 3-12-0145-021-2023 9. Public Hearings. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. 10. Metropolitan Planning Organization. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. 11. Pavement Preventive Maintenance -Management. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance -management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. 12. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under 49 U.S.C. § 44706, and all the security equipment required by rule or regulation, and has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. 13. Accounting System, Audit, and Record Keeping Requirements. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this Grant, the total cost of the project in connection with which this Grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this Grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a Grant or relating to the project in connection with which this Grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United Alrport Sponsor Assurances 5/2022 Page 7 of 18 129 of 215 3-12-0145-021-2023 States not later than six (6) months following the close of the fiscal year for which the audit was made. 14. Minimum Wage Rates. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this Grant Agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor under 40 U.S.C. §§ 3141-3144, 3146, and 3147, Public Building, Property, and Works), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 15. Veteran's Preference. It shall include in all contracts for work on any project funded under this Grant Agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. 16. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this Grant Agreement, and, upon approval of the Secretary, shall be incorporated into this Grant Agreement. Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this Grant Agreement. 17. Construction Inspection and Approval. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. 18. Planning Projects. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. Airport Sponsor Assurances 5/2022 Page 8 of 18 130 of215 3-12-0145-021-2023 d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. 19. Operation and Maintenance. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, State and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non -aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for: 1. Operating the airport's aeronautical facilities whenever required; 2. Promptly marking and lighting hazards resulting from airport conditions, including temporary conditions; and 3. Promptly notifying pilots of any condition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. 20. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. Airport Sponsor Assurances 5/2022 Page 9 of 18 131 of215 3-12-0145-021-2023 21. Compatible Land Use. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. 22. Economic Nondiscrimination. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to: 1. Furnish said services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and 2. Charge reasonable, and not unjustly discriminatory, prices for each unit or service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed -based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed -based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed -based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non -tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable classifications such as tenants or non -tenants and signatory carriers and non -signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance, repair, and fueling) that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. Airport Sponsor Assurances 5/2022 Page 10 of 18 132 of 215 3-12-0145-021-2023 h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. 23. Exclusive Rights. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed -based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed -based operator to provide such services, and If allowing more than one fixed -based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed -based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. 24. Fee and Rental Structure. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for which a Grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. 25. Airport Revenues. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30,1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: 1. If covenants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the Airport Sponsor Assurances 5/2022 Page 11 of 18 133 of 215 3-12-0145-021-2023 revenues from any of the airport owner or operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. If the Secretary approves the sale of a privately owned airport to a public sponsor and provides funding for any portion of the public sponsor's acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. 3. Certain revenue derived from or generated by mineral extraction, production, lease, or other means at a general aviation airport (as defined at 49 U.S.C. § 47102), if the FAA determines the airport sponsor meets the requirements set forth in Section 813 of Public Law 112-95 b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of 49 U.S.C. § 47107. 26. Reports and Inspections. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this Grant Agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: 1. all amounts paid by the airport to any other unit of government and the purposes for which each such payment was made; and Airport Sponsor Assurances 5/2022 Page 12 of 18 134 of 215 3-12-0145-021-2023 2. all services and property provided by the airport to other units of government and the amount of compensation received for provision of each such service and property. 27. Use by Government Aircraft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that: a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. 28. Land for Federal Facilities. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather -reporting and communication activities related to air traffic control, any areas of land or water, or estate therein as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. 29. Airport Layout Plan. a. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, it will keep up to date at all times an airport layout plan of the airport showing: boundaries of the airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; 2. the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing airport facilities; 3. the location of all existing and proposed non -aviation areas and of all existing improvements thereon; and 4. all proposed and existing access points used to taxi aircraft across the airport's property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The Airport Sponsor Assurances 5/2022 Page 13 of 18 135 of215 3-12-0145-021-2023 sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. Subject to the FAA Reauthorization Act of 2018, Public Law 115-254, Section 163, if a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary: 1. eliminate such adverse effect in a manner approved by the Secretary; or 2. bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary's design standards beyond the control of the airport sponsor. 30. Civil Rights. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, color, and national origin (including limited English proficiency) in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4); creed and sex (including sexual orientation and gender identity) per 49 U.S.C. § 47123 and related requirements; age per the Age Discrimination Act of 1975 and related requirements; or disability per the Americans with Disabilities Act of 1990 and related requirements, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any program and activity conducted with, or benefiting from, funds received from this Grant. Using the definitions of activity, facility, and program as found and defined in 49 CFR §§ 21.23(b) and 21.23(e), the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by or pursuant to these assurances. b. Applicability Programs and Activities. If the sponsor has received a grant (or other federal assistance) for any of the sponsor's program or activities, these requirements extend to all of the sponsor's programs and activities. Facilities. Where it receives a grant or other federal financial assistance to construct, expand, renovate, remodel, alter, or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. Real Property. Where the sponsor receives a grant or other Federal financial assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is Airport Sponsor Assurances 5/2022 Page 14 of 18 136 of215 3-12-0145-021-2023 to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: 1. So long as the airport is used as an airport, or for another purpose involving the provision of similar services or benefits; or 2. So long as the sponsor retains ownership or possession of the property. d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this Grant Agreement and in all proposals for agreements, including airport concessions, regardless of funding source: "The City of Sebastian, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, [select businesses, or disadvantaged business enterprises or airport concession disadvantaged business enterprises] will be afforded full and fair opportunity to submit bids in response to this invitation and no businesses will be discriminated against on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in consideration for an award." e. Required Contract Provisions. 1. It will insert the non-discrimination contract clauses requiring compliance with the acts and regulations relative to non-discrimination in Federally -assisted programs of the Department of Transportation (DOT), and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally -assisted programs of the DOT acts and regulations. 2. It will include a list of the pertinent non-discrimination authorities in every contract that is subject to the non-discrimination acts and regulations. 3. It will insert non-discrimination contract clauses as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. 4. It will insert non-discrimination contract clauses prohibiting discrimination on the basis of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability as a covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a. For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub -recipients, sub -grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other Airport sponsor Assurances 512022 Page 15 of 18 137 of 215 3-12-0145-021-2023 participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. 31. Disposal of Land. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, upon application to the Secretary, be reinvested or transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: 1. Reinvestment in an approved noise compatibility project; 2. Reinvestment in an approved project that is eligible for grant funding under 49 U.S.C. § 47117(e); 3. Reinvestment in an approved airport development project that is eligible for grant funding under 49 U.S.C. §§ 47114, 47115, or 47117 4. Transfer to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport; or 5. Payment to the Secretary for deposit in the Airport and Airway Trust Fund. Airport Sponsor Assurances 5/2022 Page 16 of 1g 138 of215 3-12-014S-021-2023 c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self- sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a), (b), or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. 32. Engineering and Design Services. If any phase of such project has received Federal funds under Chapter 471 subchapter 1 of Title 49 U.S.C., it will award each contract, or sub -contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services in the same manner as a contract for architectural and engineering services is negotiated under Chapter 11 of Title 40 U.S.C., or an equivalent qualifications -based requirement prescribed for or by the sponsor of the airport. 33. Foreign Market Restrictions. It will not allow funds provided under this Grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 34. Policies, Standards, and Specifications. It will carry out any project funded under an Airport Improvement Program Grant in accordance with policies, standards, and specifications approved by the Secretary including, but not limited to, current FAA Advisory Circulars (httos://www.faa.gov/airports/aip/media/aip-pfc-checklist.pdf) for AIP projects as of June 15, 2023. 35. Relocation and Real Property Acquisition. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. It will provide a relocation assistance program offering the services described in Subpart C of 49 CFR Part 24 and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. 36. Access By Intercity Buses. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. Airport Sponsor Assurances 5/2022 Page 17 of 13 139 of 215 3-12-0145-021-2023 37. Disadvantaged Business Enterprises. The sponsor shall not discriminate on the basis of race, color, national origin, or sex, in the award and performance of any DOT -assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its Disadvantaged Business Enterprise (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts, and/or concession contracts. The sponsor's DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3809, 3812). 38. Hangar Construction. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner's expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. 39. Competitive Access. a. If the airport owner or operator of a medium or large hub airport (as defined in 49 U.S.C. § 47102) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that: 1. Describes the requests; 2. Provides an explanation as to why the requests could not be accommodated; and 3. Provides a time frame within which, if any, the airport will be able to accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. Airport Sponsor Assurances 5/2022 Page 18 of 18 140 of 215 t-rn C# HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSNUTTAL Council Meeting Date: July 12, 2023 Agenda Item Title: Approval to award Ranger Construction Industries, Inc. to be the Licensed Contractor selected in response to TTB 23-10 — Runway 05-23 Rehabilitation at Sebastian Municipal Airport and Authorize the City Manager to Execute the Appropriate Documents Recommendation: Staff recommends City Council select Ranger Construction Industries, Inc. as the Licensed Contractor for the Runway 05-23 Rehabilitation and Lighting Improvements, and authorization for the City Manager to execute a Contract Agreement in the amount of $3,116,937.65 for City Council approval. Back, -,round: The current Runway 05-23 Pavement Condition index (PCI) average, after the 2022 inspection process, is below 69 which falls into a "Fair" rating and is forecast to continue deteriorating at an accelerated rate. After a Design Phase, subsequent Invitation to Bid, and Bid tabulation process, staff has selected Ranger Construction Industries, Inc. to commence a Major Rehabilitation that will bring the Runway surface condition back up to a 100 rating. The project will also include upgrades to the runway lighting system and changing all side and end lighting to new LED products to increase: visibility and reduce electricity consumption. This Project will be funded under FAA, and FDOT grants, with the City of Sebastian matching a 5% portion. The contract amount above is reflected in the Total Budgeted Amount below. This Agenda Item Requires the Eznenditure of Funds Total Budgeted Amount: $3,407,645.65 Total Cost: FAA 90% = $3,066,881.09 State 5% = $170,382.28 Local 5% = $170,382.28 DST Attachments: 1. IM23-10 Scoring Tabulation 2. Ranger Construction Services Agreement Administrative Services Departm t Review: t City Attorney Review:+ Procurement Division Review, tf applicable: r City Manager Authorization: Date: 141 of 215 I rINFRASTRUCTURE INFRASTRUCTURE &ENGINEERING June 12, 2023 City of Sebastian Mr. Jeff Sabo, Airport Director Sebastian Municipal Airport 202 Airport Dr. Sebastian, FL 32958 Re: Recommendation of Award Rehabilitation of Runway "5-23" Project FAA AIP # 3-12-0145-021-2023 FDOT FM# 451510-1-94-01 Dear Mr. Sabo: Infrastructure Consulting and Engineering, PLLC (ICE) has reviewed the bids submitted and opened on June 9, 2023, for the above referenced project and has prepared the enclosed Bid Tabulation for your use. The City had a total of three (3) bidders for this project, with the bid amounts listed in the below table. Contractor Ranger Construction Industries, Inc, V.A. Paving, Inc. OHLA USA, Inc. Total l $3,116,937.10 $4,348,413.85 $3,869,350.00 Ranger Construction Industries, Inc., has been determined to be the apparent low bidder. Ranger Construction Industries, Inc. submitted the required documents at the time of the bid opening, which ICE has examined and determined responsive w/ no irregularities. However, they do not meet the DBE goal of 10%. Listed below are some details of the bid: o Ranger Construction Industries Inc. (Parent Company the Vecellio Group) submitted qualifications that meet ICE and the City's requirements. They have been in the construction business for 42 years and have worked for Vero Beach, Lake Wales, Palm Beach, Sebastian and Treasure Coast Airports. The Airfield Improvements Project at Palm Beach International Airport would be one of their larger projects ($28,944,247.83) completion date 6/19/2021. o They employ 650 employees. o Planned DBE usage is 1% of the total contract amount. DBE contractor listed is Bullzeye Equipment Supply for electrical supplies ($30,000.00). DBE Goal listed as 10.0%. 5550 W. Idlewild Ave., Suite 115 1 Ta»spa, FL 33634 1 (813) 330-2701 1 ice-eng.com 142 of 215 o Other subcontractors include Hasco Inc., Hi-Lite Markings Inc. and Roberts Traffic Inc. for Pavement Marking, and American Infrastructure Services, H.L. Pruitt Corporation and Precision Approach, LLC for Electrical, Tera Firma Environmental Inc. for Crack seal, A 1 Concrete LLC for Concrete and Hydrograss Technologies, Inc. for seeding. Refer to attachment of Form E for additional vendors. It is our opinion that the apparent low bidder provided a complete and responsive bid and can perform the work for the submitted unit prices and complete the project within the allotted time subiect to evaluation and acceptance of the DBE narticivation by Authoritv's Purchasing. Therefore, pending this, Infrastructure Consulting and Engineering recommends awarding the Bid to Ranger Construction Industries, Inc. in the amount of $3,116,937.65 (Corrected w/ a $0.55 rounding error). This recommendation is contingent upon the City of Sebastian Procurement review, City Council approval and the availability of funds. Note: Project is grant funded with 90% paid for by FAA and 5% of total project cost funded by FDOT, and 5% by Local. Should you have questions, please do not hesitate to contact me. Sincerely, Infr racture Consulting and Engineering, PLLC. H med Jafarian, P.E. Sr. Project Manager Enclosures: Certified Bid Tabulation Ranger Construction Industries, Inc. Bid Forms 5550 W. Idlewild Ave., Suite 115 1 Tampa, FL 33634 1 (813) 330-2701 1 ice-eng.com 143 of 215 BID PRICE FORM ITB #23-10 MILIN L RT RUNWAY 5-2-3 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT; FOR CITY OF SEBASTIAN Item No. ISpec, No. illem, Dawription Quantity i Unit 1 Unit Price Amotmt 1 01530 Banicades, Closed Runway Markers 1 LS $1+49,110.00 $149,110.00 2 01720 Project Record Document 1 LS $39,000.00 $39.M10.00 3 02000 Construction Layout and Topographic As -Built 1 LS $47.825.00 $47,825,00 Survey 4 C-100 Contractor Quality Control Program (CQCP) 1 LS $20,500.C10 $20,500.00 5 C-105 Mobilization 1 LS $300,000,00 $300,0d0,00 6 5-141 Bituminous Pavement Milling (Variable Depth - 5,780 SY $8.00 $48,240.00 Max. 2") 7 P-101-1 Existing Surface Cleaning and Preparation 1 LS $86,750.00 $86,750.00 B P-M-461-1 Crack Repair, Type 1 25,000 LF $1.20 $30,000.00 19 P-M-461-2 Stress Absorbing Membrane, Installed 25,000 LF $5.00 $125,000.00 10 P-4d1 2" Asphalt Mix Pavement (Bituminous Surface TON $208.15 $1,d93,8213.25 i Course, Gyratory)5,255 11 P-403 Hot Mix Asphalt (HMA) Pavement, leveling Course, 2,800 TON $240.00 $672,000.00 Gvratolt 12 P-603 ErnvW ied Asphalt Tack Coat 8.410 GAL $5.00 $4ZO50.00 13 P-610 New 6" Thick Concrete Maintenance Pad 10 SY $508.50 $5,885.00 14 P-620-1 Reflective Pavement Marking (White) 30,056 SF $1.15 $34,564.40 115 P-620.2 Reflective Pavement Marking (Yellow) 3,085 SF $1.35 $4,164.75j P-620-3 Deflective Pavement Marking (Red) 230 SF $5,90 $1,357.00 �16 17 P-620-4 Reflective Pavement Marking (Green) 3,414 SF $1.15 $3,9213.10 11a P-620-5 Non -Reflective Pavement Marking (Black) 14,500 SF $0.60 $8,7013.001 19 P-620-6 Temporary Pavement Markings (Non -Reflective) 36,785 SF $0.75 $27.5813.751 20 P-620-7 Pavement Marking Removal 46,157 SF $1.10 $50,77:2,15I 21 T-901 Seeding 5,000 SY $2.50 — $12,%).00, 22 T-905 Topsoil Placement 350 CY $W.60 $21,210.001 23 L-108-1 Remove L-824 5Kv Cable 13,000 L.F. $1.20 $15,60q.00 24 L-108.2 Install 11C, #8 AWG, L-824C, 5kV Cable installed in 13.240 L.F. $2.95 $39,050.00 Trench, Ductbank or Conduit 25 L-109-1 Install S-1 5kV Series Plug Cut-out, Complete 2 E.A. $1.770.00 $3,540.00 76 k-109-Z Install L-82819 Ferroresonant Regulator, 4i4W, 1 6A $23,500.00 $23,5(Xf.00 (480VAC), 6.6A, 60Hz 27 L-109.3 Install $12 A1NG, 600V, THWN 80 L.F. $1.75 $140,00 26 L-1094 Install #10 AWG, 600V, THWN 80 - L.F. $1.75 $14(1.00 28 L-109-5 Install 3/4" GRSC Conduit 80 L.F. $14.70 $1,17Ei.00 30 L-109 6 Install Circuit Breaker, 30A, 240-4 3Phase, Installed 1 E.A. $217.70 $2171.70 in Fxistin-i Panelboard 31 L-109-7 L-821 Liohting Control Panel Modifications _ 1 _ LS $5,8W.00 S5,a8Q00 32 L-110-1 Install 2" Schedule 40 PVC, Direct Buried in Trench M 340 L.F. $19.90 S$,78f1.001 144 of 215 33 L-110-2 Install Trench & Backfill (Airfield Lighting Circuit) 34D L.F. $1.20 $408,00 34 L-125-1 Remove Existing L861 Runway Threshold/ End Light 16 E.A. 5588.50 $9,416.00 _Xfmr, Retain E)dWmj Base for Re -Use 35 L-125-2 Remove Existing L861 Rurmay Edge Light, Xfmr, 32 EA. $588.60 $18,Kzoo Retain Existinu Base for Re -Use 36 L-125-3 Remove Existing Runway Edge Light In -Pavement, 8 E.A. $588.50 $4,708 00 Retain Fxistinu Base for Re -Use Install L-,861 Q( Medium Intensity Runway 37 L-125.4 Threshold Light, LED, Bidirectional, Elevated, 6.6A L- 16 EA. $941.50 $15,D64.00 830 Xfmr on Existinri Base Install L-861(Q Medium Intensity Runway Edge 38 L-125-5 Light LED, Bidirectional, Elevated, 6.6A L-830 Xfmr 32 E.A. $2,000.00 $84,0D0,00 on I*Unq Se e Install L-8521)(11) Runway Edge Light, In -Pavement, 39 L-125-6 LED, 6.6A L-830 Xfmr on Existing Base i3 EA. $2,890.00 $23,040.00 Install L-849, Runway End Identifier Light (REIQ 40 L-125-7 (System/Pair), LED, 6.6A, L-830 Xfmr, L-8670 Base, 2 E=A. $27,700.00 $55,40D.04 Control Cables. Complete in Place 41 L-125-8 PAPI Control Panel Enclosure 4 E.A. $1,770.00 $7.080.00 )TOTAL o 13,116,937.10I Firm's Name: Ran er Construction Industries Inc. 55N or Federal ID No.: 59-2098662 Telephone No.: (772i 4fi4-6460 E-Mail Address: estimatins;[wran�;emonstrucUon.com Facsimlle No.:17701466-'9255 City/State/Zip; Fort Plerce, Florlde 34981 Printed Name/Title: F. Scott Fowler, Vice Pre d nt Signature: 'r:i� 7 -z T Failure to fully comqplete, sign and submit this Affidavit mat result in reiectlon of the submittal. 145 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 CONSTRUCTION SERVICES AGREEMENT THIS AGREEMENT made this day of , 20 , by and between the CITY OF SEBASTIAN, a municipal corporation of the State of Florida, 1225 Main Street, Sebastian, Florida, 32958, ("City") and Ranger Construction Industries, Inc. ("Contractor"), as authorized to do business in the State of Florida. WHEREAS, the City desires to engage a Florida licensed contractor who has special and unique competence and experience in providing construction services necessary to complete the Project hereunder; and, WHEREAS, the Contractor represents that it has such competence and experience in providing these services; and, WHEREAS, the City in reliance on such representation has selected the Contractor in accordance with its procedure for selection of Contractor; and, WHEREAS, the City and the Contractor desire to reduce to writing their understanding and agreements on such professional services. IT IS, THEREFORE, AGREED as follows: ARTICLE 1— THE CONTRACTUAL RELATIONSHIP 1.0 EMPLOYMENT OF CONTRACTOR The City hereby agrees to engage the Contractor and the Contractor hereby agrees to perform professional services for the City in accordance with this Agreement. Contractor, as an independent contractor, and not as an employee shall furnish and complete all of the necessary labor, material, and equipment to perform the work as specified or indicated in the agreement documents. The work is generally described in the Bid Documents Project Manual, with Addenda if any, for the "Runway 5-23 Rehabilitation - Sebastian Municipal Airport" project prepared by Infrastructure Consulting & Engineering, Inc. dated June 2023. This Agreement is not an exclusive agreement and the City may employ other contractors, professional or technical personnel to furnish services for the City as the City in its sole discretion finds is in the public interest. The Agreement shall not be construed to create a contractual relationship of any kind between the City and the Subcontractor(s), or, between any person or firm other than the City and Contractor. The Contractor shall not sell, transfer, assign or otherwise dispose of the Contract or any portion thereof, or of his right, title of interest therein or his obligations thereunder, or moneys due or to become due under this Contract. ARTICLE 2 — THE AGREEMENT 2.0 AGREEMENT DOCUMENTS The Agreement Documents (also called CONTRACT DOCUMENTS) consist of this Agreement, Supplemental Agreement(s), Notice of Invitation to Bid, Instructions for Bidders, Bid Proposal, Bond Forms, Specifications and Scope of Work, Work Orders, Pre -Bid Conference Meeting Minutes, Change Orders, Addenda if any, any other documents listed in the Agreement Documents, and written modifications issued after execution of this Agreement, if any. C-1 146 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 2.1 INTENT The Specifications are an integrated part of the Contract Documents and as such will not stand alone if used independently. The Specifications establish minimum standards of quality for this Project. They do not purport to cover all details entering into the design and construction of materials or equipment. The intent of the Agreement Documents is to set forth requirements of performance, type of equipment and structures, and standards of materials and construction. It is also intended to include all labor and materials, equipment, and transportation necessary for the proper execution of the Work, to require new material and equipment unless otherwise indicated, and to require complete performance of the Work in spite of omission of specific reference to any minor component part and to include all items necessary for the proper execution and completion of the Work by the Contractor. Performance by the Contractor shall be required only to the extent consistent with the Agreement Documents and reasonably inferable from them as being necessary to produce the intended results. 2.2 ENTIRE AND SOLE AGREEMENT Except as specifically stated herein, the Agreement Documents constitute the entire agreement between the parties and supersede all other agreements, representations, warranties, statements, promises, and understandings not specifically set forth in the Agreement Documents. Neither party has in any way relied, nor shall in any way rely, upon any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in the Agreement Documents. 2.3 AMENDMENTS The parties may modify this Agreement at any time by written agreement. Neither the Agreement Documents nor any term thereof may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 2.4 CONSTRUING TERMS This Agreement shall not be construed against the party who drafted the same, as both parties have obtained experts of their choosing to review the legal and business adequacy of the same. 2.5 GOVERNING LAW AND WAIVER OF TRIAL BY JURY This Agreement shall be governed by the laws of the State of Florida, and any venue for any action pursuant to the Agreement Documents shall be in Indian River County, Florida. The parties hereto expressly waive trial by jury in any action to enforce or otherwise resolve any dispute arising hereunder. 2.6 CONTRACT TIME: The Work will be completed and ready for final payment in accordance with paragraph 50-15 of the General Provisions as follows: (A) Contract Time: The entire project shall be completed within the time frame specified in paragraph 1.5 of Section 01010 - "Summary of Work" and in accordance with the construction phasing prescribed in the construction plans titled "Runway 5-23 Rehabilitation- Sebastian Municipal Airport' dated June 2023. (B) Liquidated Damages: Liquidated damages shall be as prescribed in Section 4.29 of the front end documents. 2.7 CONTRACT PRICE OWNER shall pay CONTRACTOR for completion of the work in accordance with the Contract Documents in current funds in the amount of $3,116,937.65, based on the Unit Price Work bid in the Bid Form. This amount includes Additives if any. C-2 147 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 2.8 UNIT PRICE WORK (A) Where the Contract Documents provides that all or part of the Work is to be Unit Price Work, the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of the Unit Price Work times the estimated quantity of each item as indicated in the Agreement. (B) The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. (C) Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer. Subject to the following provisions: 1) Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). 2) Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor. (D) Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. ARTICLE 3 — DEFINITION OF TERMS 3.1 GENERAL Whenever the following terms appear in these Agreement Documents, their intent and meaning shall, unless specifically stated otherwise, be interpreted as shown. 3.2 ACT OF GOD The words "Act of God" mean an earthquake, flood, hurricane (or other named tropical event), tornado or other cataclysmic phenomenon of nature. Rain, Wind or other natural phenomenon (including tropical waves and depressions) of normal intensity for the locality shall not be construed as an Act of God. 3.3 ADDENDUM (re: bid documents) A modification of the plans or other contract documents issued by the Owner and distributed to prospective bidders prior to the opening of bids. All Addenda shall be considered as part of the Contract Documents. 3.4 AGREEMENT A written agreement between the Contractor and Owner defining in detail the work to be performed. The words Agreement and Contract, are one and the same. 3.5 A.S.T.M. DESIGNATION Wherever the letters "A.S.T.M." are used in the Specifications, it shall be understood as referring to the American Society for Testing Materials. When reference is made to a certain Designated Number of a specification or test as set out or given by the American Society for Testing Materials, it shall be understood to mean the current, up-to-date standard specification or tentative specification for that particular process, material or test as currently published by that group. 3.6 BID The bid or proposal is the written offer of a Bidder to perform work described by the contract documents when made out and submitted on the prescribed bid or proposal form properly sealed and guaranteed. The bid or proposal shall be considered as part of the Contract Documents. C-3 148 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 3.7 BID BOND or PROPOSAL GUARANTEE: Bidder shall submit a Bid Bond or Proposal Guarantee in the amount of 5% of the total amount of the Bid, in the form of a Cashier's Check, Unconditional Irrevocable Letter of Credit drawn in favor of the City of Sebastian on a National Bank, or a bond from a surety company duly licensed in the State of Florida. 3.8 BIDDER An individual, partnership, or corporation submitting a bid or proposal for the work contemplated; acting directly or through a duly authorized representative. 3.9 CHANGE ORDER A written order issued to the Contractor by the City covering changes in the plans, specifications, or scope of work when the amount of work changed is not deemed sufficient to require a supplemental agreement, or adjustments in the Contract Price or Contract Time. 3.10 CONTRACT ADDENDUM A special written provision modifying or clarifying the terms and conditions of the Contract. The Contract Addendum shall be considered as part of the contract documents. 3.11 CONTRACTOR The word "Contractor" shall mean an individual, partnership, or corporation, and his, their or its heirs, executors, administrators, successors and assigns, or the lawful agent of any such individual, firm, partnership, covenant or corporation, or his, their or its surety under any contract bond, constituting one of the principals to the Contract and undertaking to perform the work herein. 3.12 DIRECTED, ORDERED, APPROVED & ETC. Wherever in the Agreement Document the words "directed", 'ordered", "approved", "permitted", "acceptable", or words of similar import are used, it shall be understood that the direction, order, approval or acceptance of the Owner is intended unless otherwise stated. 3.13 ENGINEER A Professional Engineer duly licensed and registered in the State of Florida and designated by the City as Engineer. The City may designate a staff member as Engineer who is not licensed. 3.14 GENERAL CONDITIONS The directions, provisions and requirements contained within the Agreement Documents, all describing the general manner of performing the Work including detailed technical requirements relative to labor, material equipment, and methods by which the Work is to be performed and prescribing the relationship between the City and the Contractor. 3.15 INSPECTOR A duly authorized representative of the City assigned to make official inspections of the materials furnished and of the work performed by the Contractor. The Engineer and its designated employee(s) shall serve in the capacity as the inspector. 3.16 LABORATORY Any licensed and qualified laboratory designated by or acceptable to the Owner to perform necessary testing of materials. 3.17 OWNER City of Sebastian C-4 149 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 3.18 PERFORMANCE AND PAYMENT BONDS Contractor shall submit bonds in the form prescribed by State Law, and generally as shown on sample forms herein, for Performance and Payment, each in the amount of 100% of the Contract Amount. 3.19 PLANS The official, approved plans, including reproduction thereof, showing the location, character, dimensions and details of the work to be done. All shop drawings submitted by the Contractor shall be considered as part of the contract documents. 3.20 BID/PROPOSAL The bid or proposal or bid is the written offer of a Bidder to perform the work described by the Contract Documents when made out and submitted on the prescribed bid or proposal form (the "Bid proposal form"), properly signed and guaranteed. The bid or proposal shall be considered as part of the contract documents. 3.21 SPECIAL CONDITIONS Special clauses or provisions, supplemental to the Plans, Standard Specifications and other contract documents, setting forth conditions varying from or additional to the Standard Specifications for a specific project. 3.22 SPECIFICATIONS The directions, provisions, and requirements together with all written agreements made or to be made, setting forth or relating to the method and manner of performing the Work, or to the quantities and qualities of materials, labor and equipment to be furnished under the Agreement. 3.23 SUBCONTRACTOR An individual, partnership or corporation supplying labor, equipment or materials under a direct contract with the contractor for work on the project site. Included is the one who supplies materials fabricated or formulated to a special design according to the plans and specifications for the particular project. 3.24 SUPPLEMENTAL AGREEMENT A written understanding, or proposal and acceptance, executed between the City and the Contractor subsequent to execution of the Agreement herein with the written consent of the Contractor's Surety, relating to the work covered by the Agreement and clarifying or furthering the terms thereof. A modification to the Agreement shall be made by Contract Addendum. 3.25 SURETY Surety is a corporation qualified to act as surety under the laws of Florida, who executes the Contractor's Performance and Payment Bonds and is bound with the Contractor for the acceptable performance of the contracted work and for the payment of all debts pertaining thereto. 3.26 WORK, (The) or PROJECT, (The) The public improvement contemplated in the Plans and Specifications, and all actions necessary to construct the same. 3.27 WORK ORDER Work orders are work instructions including specification and plans that show the location, character, dimensions and details to the work to be done. Work orders are specific instructions, of limited scope, that will be a part of this contract. Work orders shall be considered as part of the contract documents. C-5 150 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 ARTICLE 4 - PERFORMANCE 4.0 PLANS, SPECIFICATIONS AND RELATED DATA 4.1 INTENT OF PLANS AND SPECIFICATIONS The intent of the Plans, Specifications, Work Orders and other Contract Documents is that the Contractor furnishes all labor and materials, equipment, supervision and transportation necessary for the proper execution of the Work unless specifically noted otherwise. The Contractor shall do all the work shown on the Plans and described in the Specifications and other Contract Documents and all incidental work considered necessary to substantially complete the Work ready for use, occupancy, or operation in a manner acceptable to the City. 4.2 CONFLICT In the event of any inconsistency, discrepancy or conflict between the Agreement, the Plans, Specifications, and other Contract Documents, the Agreement shall prevail and govern over all except a subsequently executed Contract Addendum; in the event of an inconsistency, discrepancy or conflict between the Plans and Specifications, the Specifications shall prevail and govern. 4.3 DISCREPANCIES IN PLANS Any discrepancies found between the Plans and Specifications and site conditions, or any errors or omissions in the Plans or Specifications, shall be immediately reported to the Engineer and City. The Engineer shall promptly determine the validity and seriousness of the claimed condition and correct any such error or omission in writing, or otherwise direct Contractor. Any work done by the Contractor after his discovery of such discrepancies, errors or omissions shall be done at the Contractor's risk. Any correction or errors or omissions in Plans and Specifications may be made by the Engineer when such correction is necessary for the proper fulfillment of their intention as construed by him. Where said correction of errors or omissions, except as provided in the next two (2) paragraphs below, adds to the amount of work to be done by the Contractor, compensation for said additional work shall be made under the Paragraph 10.7 CHANGES IN THE WORK below, except where the additional work may be classed under some item of work for which a unit price is included in the bid or proposal. The fact that specific mention of any part of work is omitted in the Specifications, whether intentionally or otherwise, when the same is clearly shown or indicated on the Plans, or is usually and customarily required to complete fully such work as is specified herein, will not entitle the Contractor to consideration in the matter of any claim for extra compensation, but the said work must be installed or done the same as if called for by both the Plans and Specifications. All work indicated on the Plans and not mentioned in the Specifications or vice versa, and all work and material usual and necessary to make the Work complete in all its parts, whether or not they are indicated on the Plans or mentioned in the Specifications, shall be furnished and executed the same as if they were called for by both the Plans and Specifications. The Contractor will not be allowed to take advantage of any errors or omissions in the Plans and Specifications. The Engineer will provide full information when errors or omissions are discovered. 4.4 DRAWINGS AND SPECIFICATIONS AT JOB SITE One (1) complete set of all Plans, Specifications, Work Orders, Addenda, Change Orders, Shop Drawings and samples shall be maintained at the job site, in good order and annotated to show all changes made during the construction process, and shall be available to the Engineer and City at all times. A final copy thereof, along with "as -built" record drawings, operations and maintenance manuals, and data sheets, shall be delivered to the Engineer upon the completion of the Work. C-6 151 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 4.5 DIMENSIONS Dimensions shown on the Plans will be used. Where the work of the Contractor is affected by finished dimensions, these shall be verified by the Contractor at site, and he shall assume the responsibility for their use. 4.6 SAMPLING AND TESTING Except as otherwise provided, sampling and testing of all materials, and the laboratory methods and testing equipment, required under the Specifications shall be in accordance with the latest standards or tenets of the American Society for Testing Materials. The testing of samples and materials shall be made at the expense of the Contractor, except where indicated otherwise. The Contractor shall furnish any required samples without charge. The Contractor shall be given sufficient notification of the placing of orders for materials to permit testing. It is expected that all inspections and testing of materials and equipment will be done locally. If the Contractor desires that inspections for tests be made outside of the local area, all additional expenses, including per diem for the Engineer or Inspectors, shall be borne by the Contractor. 4.7 SHOP DRAWINGS The Contractor shall provide shop drawings, setting schedules and other drawings as may be necessary for the prosecution of the Work in the shop and in the field as required by the Plans and Specifications or Engineer's instructions. Deviations from the Plans and Specifications shall be called to the attention of the Engineer at the time of the first submission of shop drawings and other drawings. The Engineer's approval of any shop drawings shall not release the Contractor from responsibility for errors, corrections of details, or conformance with the Contract. Shop drawings shall be submitted according to the following schedule: (a) Seven (7) copies shall be submitted to the Engineer at least thirty (30) days before the materials indicated thereon are to be needed or earlier if required to prevent delay of work or to comply with subparagraph (b). (b) The Engineer shall, within fourteen (14) days of the submittal of any shop drawings, return three (3) copies to the Contractor marked with any corrections and changes required and noting if the drawings are acceptable as noted, or if resubmittal is required. (c) The Contractor shall then correct the shop drawings to conform to the corrections and changes requested by the Engineer and resubmit six (6) copies to the Engineer. (d) Three (3) copies of Approved Shop Drawings shall be returned to the Contractor by the Engineer. 4.8 QUALITY OF EQUIPMENT AND MATERIALS In order to establish standards of quality, the Specifications may refer to certain products by name and catalog number. This procedure is not to be construed as eliminating from competition other products of equal or better quality by other manufacturers where fully suitable in design. The Contractor shall furnish to the Engineer a complete list of his proposed desired substitutions prior to the signing of the Contract, together with such engineering and catalog data as the Engineer may require. Further substitutions may be submitted during the course of work in accordance with Paragraph 4.10 SUBSTITUTION OF EQUIPMENT AND/OR MATERIAL below. The Contractor shall abide by the Engineer's judgment when proposed substitution of materials or items or equipment are judged to be unacceptable and shall furnish the specified material or item of equipment in such case. All bids or proposals for substitutions shall be submitted to the Engineer in writing by the Contractor and not by individual trades or material suppliers. The Engineer will advise of approval or disapproval of proposed substitutions in writing within a reasonable time. No substitute materials shall be used unless approved by Engineer in writing. C-7 152 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 4.9 EQUIPMENT APPROVAL DATA The Contractor shall famish one (1) copy of complete catalog data for every manufactured item of equipment and all components to be used in the Work, including specific performance data, material description, rating, capacity, material gauge or thickness, brand name, catalog number and general type. This submission shall be compiled by the Contractor and submitted to the Engineer for review and written approval by the Engineer and City before any of the equipment is ordered. Each data sheet or catalog in the submission shall be indexed according to specification section and paragraph for easy reference. After written approval is received by the Contractor, submission shall become a part of the Contract and may not be deviated from except upon written approval of the Engineer and City. Catalog data for equipment approved by the Engineer and City does not in any case supersede the Contract Documents. The acceptance by the Engineer and City shall not relieve the Contractor from responsibility for deviations from Plans or Specifications, unless he has called the Engineer's attention, in writing, to such deviations at the time of submission, nor shall it relieve him from responsibility for errors of any sort in the items submitted. The Contractor shall check the work described by the catalog data with the Contract Documents for deviations and errors. It shall be the responsibility of the Contractor to insure that items to be furnished fit the space available. He shall make necessary field measurements to ascertain space requirements, including those for connections, and shall order such sizes and shapes of equipment that the field installation shall suit the true intent and meaning of the Plans and Specifications. Where equipment requiring different arrangement of connections from those shown is approved, it shall be the responsibility of the Contractor to install the equipment to operate properly, and in harmony with the intent of the Plans and Specifications, and to make all changes in the Work required by the different arrangement of connections at his own expense. 4.10 SUBSTITUTION OF EQUIPMENT AND/OR MATERIAL After the execution of the Contract Agreement, the substitution of equipment and/or material for that specified will be considered if: (a) The equipment and/or materials proposed for substitution is determined by the Engineer to be equal or superior to that specified in the Contract; (b) Unless determined to be of superior quality, the equipment and/or material proposed for substitution is less expensive than that specified and that such savings to the City, as proposed by the Contractor, are submitted with the request for substitution. If the substitution is approved, the Contract price shall be reduced accordingly; and (c) The equipment and/or material proposed for substitution is readily available and its delivery and use, if approved as a substitution, will not delay the scheduled start and completion of the specified work for which it is intended or the scheduled completion of the entire work to be completed under the contract. No request will be considered unless submitted in writing to the Engineer and approval by the Engineer and City must also be in writing. To receive consideration, requests for substitutions must be accompanied by documentary proof of the actual difference in cost to the Contractor in the form of quotations to the contractor covering the original equipment and/or material, and also equipment and/or material proposed for substitution or other proof satisfactory to the Engineer. It is the intention that the City shall receive the full benefit of the saving in cost involved in any substitution unless the item is substituted for one designated in the Specifications by specific manufacturer's name and type, in which case one-third of the savings shall accrue to the benefit of the Contractor. C-8 153 of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 In all cases, the burden of proving adequate proof that the equipment and/or material offered for substitution is equal or superior in construction and/or efficiency to that named in the Contract shall rest on the Contractor and the proof will be submitted to the Engineer. Request for substitution of equipment and/or material which the Contractor cannot prove to the satisfaction of the Engineer, at its sole discretion and judgment, to be equal or superior in construction and/or efficiency to that named in the Contract will not be approved. ARTICLE 5.0 - MATERIALS AND WORKMANSHIP 5.1 MATERIALS FURNISHED BY THE CONTRACTOR All materials and equipment used in the Work shall meet the requirements of the respective Specifications, and shall not be used until it has been approved in writing by the Engineer. Wherever the specifications call for an item of material or equipment by a manufacturer's name and type, and additional features of the item are specifically required by the specifications, the additional features specified shall be provided whether or not they are normally included in the standard manufacturer's item listed. Wherever the specifications call for an item of material or equipment by a manufacturer's name and type, and the specified item becomes obsolete and is no longer available, the Contractor shall provide a substitute item of equal quality and performance which is acceptable to the Engineer and City and is currently available, at no increase in Contract price. 5.2 STORAGE OF MATERIALS Materials and equipment shall be stored so as to incur the preservation of their quality and fitness for the Work. When considered necessary, they shall be placed on wooden platforms or other hard clean surfaces, and not on the ground, and/or they shall be placed under cover. Stored materials and equipment shall be located so as to facilitate prompt inspection. Private property zoned for, or adjacent to land zoned for, residential uses shall not be utilized for storage purposes. 5.3 REJECTED WORK AND MATERIAL Any materials, equipment or work that does not satisfactorily meet the Specifications may be condemned by the Engineer or City by giving a written notice to the Contractor. All condemned materials; equipment or work shall be promptly taken out and replaced. All materials and equipment which do not conform to the requirements of the Contract Documents, are not equal to samples approved by the Engineer and City, or are in any way unsatisfactory or unsuited to the purpose, for which they are intended, shall be rejected. Any defective work whether the result of poor workmanship, use of defective materials, damaged through carelessness or from other cause shall be removed within ten (10) days after written notice is given by the City, and the work shall be re -executed by the Contractor. The fact that the Engineer or the City may have previously overlooked such defective work shall not constitute an acceptance of any part of it. Should the Contractor fail to remove rejected work or materials within ten (10) days after written notice to do so, the City may remove them and may store the materials and equipment. Satisfaction of warranty work after final payment shall be in accordance with Paragraph 10.15. 5.4 MANUFACTURER'S DIRECTION Manufactured articles, materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned as directed by the manufacturer unless herein specified to the contrary. 5.5 SKILL AND CHARACTER OF WORKMEN All workmen must have sufficient knowledge, skill and experience to perform properly the work assigned to them. Any foreman or workman employed by the Contractor or subcontractors who, in the opinion of the Engineer or the City does not perform his work in a skillful manner, or appears to be incompetent or C-9 154 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-I0 to act in a disorderly or intemperate manner shall, at the written request of the City, be discharged immediately and shall not be employed again in any portion of the Work without the approval of the City. The Contractor shall at all times be responsible for the conduct and discipline of his employees and/or any subcontractor or persons employed by subcontractors. 5.6 CUTTING AND PATCHING The Contractor shall do all necessary cutting and patching of the Work that may be required to properly receive the work of the various trades or as required by the Plans and Specifications to complete the Work. He shall restore all such cut or patched work as directed by the Engineer or the City. Cutting of existing structures that could endanger the Work, adjacent property, workmen or the public shall not be done unless approved by the Engineer and under his surveillance. 5.7 CLEANING UP The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by his employees or work. At the completion of the Work, he shall remove all his rubbish, tools, scaffolding and surplus materials and shall leave his work "broom clean" or its equivalent, unless more exactly specified, and shall insure that all debris and other unsightly objects are removed and disposed of in a satisfactory manner. At no additional expense to the City, the Contractor will restore to their original conditions or better, as nearly as practicable, those portions of the site not designated for alteration and all such property, structure, utilities, landscaping, etc., disturbed or damaged during the prosecution of the Work. Final payment will be withheld until such clean up and repairs are completed The Work will be considered complete only after all debris and unused material due to or connected with the Work have been removed and the surrounding area left in a condition satisfactory to the City. In the event the City finds that the Contractor has not complied in keeping the job site clean, the City may, after twenty-four (24) hours written notice to the Contractor to correct the situation, elect to have the job site cleaned by an independent labor force. The cost of cleaning by said independent labor force shall be deducted from moneys due the Contractor. 5.8 CITY'S OWNERSHIP OF MATERIALS Any and all materials, whether structural or natural, found within the limits of the project remain the property of the City unless City ownership is specifically conveyed to the Contractor. All material, equipment and work become the sole property of the City as installed. These provisions shall not be construed as relieving the Contractor from the sole responsibility for all materials and work for which payments have been made, for the restoration of damaged work, or as a waiver of right of the City to require the fulfillment of all the terms of the Contract. 5.9 GUARANTEE The Contractor shall warrant all equipment furnished and work performed by him for a period of one (1) year from the date of final written acceptance of the Work by City. Satisfaction of warranty work after final payment shall be as per Paragraph 10.15. All equipment and material warranties or guarantees shall be drawn in favor of the City and the originals thereof furnished to the Engineer for review and acceptance prior to final payment. Such guarantee shall in no way limit or relieve the Contractor of liability from subsequent claims of breach of contract due to substandard materials or workmanship, nor shall such warranty period shorten the statute of limitations for bringing a breach of contract or other action based upon any such deficiencies. C-10 155 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 6.0 ARTICLE 6 - CONSTRUCTION STAKING PERFORMED BY CONTRACTOR 6.1 PERSONNEL, EQUIPMENT AND RECORD REQUIREMENTS Adequate field notes and records shall be available for review by the City and Engineer as the Work progresses and copies shall be available if necessary. Any inspection or checking of the Contractor's field notes or layout work by the Engineer and City and the acceptance of all or any part thereof, shall not relieve the Contractor of his responsibility to achieve the lines, grades and dimensions shown in the Plans and Specifications. Prior to final acceptance of the project, the Contractor shall mark in a permanent manner on the surface of the completed Work all control points shown on the Plans. 6.2 CONTROL POINTS FURNISHED BY THE CITY The City will provide boundary or other control points and bench marks as shown on the Plans as "Contractor's Survey Control Point", if any is provided. The Contractor shall be responsible for all survey control of his work during construction. The Contractor shall preserve all reference points and benchmarks furnished by the City. 6.3 FURNISHING OF STAKE MATERIALS The Contractor shall furnish all stakes, templates and other materials necessary for establishing and maintaining the lines and grades necessary for control and construction of the Work. 6.4 LAYOUT OF WORK Utilizing the control points furnished by the City in accordance with Paragraph 6.2, the Contractor shall establish all horizontal and vertical controls necessary to construct the Work in conformance with the Plans and Specifications. The Work shall include performing all calculations required and setting all stakes needed such as grade stakes, offset stakes, reference point stakes, slope stakes, and other reference marks or points necessary to provide lines and grades for all construction. Survey notes indicating the information and measurements used in establishing locations and grades shall be kept in notebooks and furnished to the Engineer with the record drawings for the Project. 6.5 RECORD DRAWINGS: At contract close-out, record drawings shall be delivered to Engineer for review and approval. Drawings shall be prepared by a licensed surveyor and provided in an electronic format (AUTOCAD), and on mylar, and three (3) sets of signed and sealed hard copies. The drawings shall depict depths of various elements of construction in relation to N.G.V.D. (1988); Horizontal and vertical locations of all underground drainage, utilities, irrigation, etc., referenced to permanent surface improvements; horizontal and vertical locations of all surface and above ground improvements including but not limited to pavement, curbs, sidewalks, inlets, manholes, buildings, mechanical/electric facilities, retention ponds, swales, ditches, fences, trees/shrubs; and record drawings must also comply with other local agency requirements, including I.R.C.D.U.S. as -built data required for water and sewer construction (state plane coordinates on all water and sewer utility infrastructure). 6.6 PAYMENT The cost of performing layout work as described above shall be included in the contract unit prices for the various items of work to which it is incidental, unless a separate bid item is included in the Bid Proposal Form. 6.7 COORDINATION WITH CITY The City's recorded subdivision plats shall be considered correct. The distance, bearing and curve information provided shall be used by the Contractor's surveyor to establish alignment throughout construction. All surveying activities will be coordinated with the City's surveyor as needed for proper completion of all work on the site. C-11 156 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 Primary control monuments, originally set by the City, that are disturbed or destroyed during construction shall be accurately replaced by the Contractor's surveyor to the satisfaction of the City's surveyor. 6.8 LOCATION OF EXISTING UTILITIES AND PIPING All existing underground utilities, such as telephone, cable television, water mains, sewer mains, and electrical cables must be located by the Contractor prior to starting work. The Contractor shall contact the Utilities at least 48 hours prior to commencing any work within the project area. There may be other utilities within the project area. The cost of substantiating the location of utilities shall be borne by the Contractor and included in the contract unit prices for the various items of work to which it is incidental. The Contractor shall be responsible for the repair and/or replacement of utilities, which he damages during the course of construction. Utilities deemed to require relocation shall be identified by the Contractor prior to commencing work. The Contractor shall notice the Engineer of the conflict and seek direction from the Engineer prior to proceeding with work. Directions from the Engineer may be to proceed despite conflict, place work order on hold and commence work at a different location, or relocate utilities under separate contract with the utility or a change order to be directed by the Engineer and approved by the City. 7.0 ARTICLE 7 - PROGRESS AND COMPLETION OF WORK 7.1 CONTRACTOR'S OBLIGATION Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under this Contract, unless the Contract Documents give other specific instructions concerning these matters. Unless otherwise provided in the Contract Documents, Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Unless otherwise provided in the Contract Documents, Contractor shall pay all sales, use and other similar taxes. Contractor shall enforce strict discipline and good order among Contractor's employees and other persons carrying out the Work. Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Contractor currently holds and shall maintain at all times during the term of this Contract all required federal, state and local licenses necessary to perform the Work required under the Contract Documents. Contractor shall be responsible to the City for the acts and omissions of Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with Contractor. Contractor shall indemnify, defend and hold the Engineer and City harmless from all claims arising out of or related to its performance of the Work except for acts arising solely from the active negligence of the City. C-12 157 of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 7.2 START OF CONSTRUCTION The Contractor shall commence work on the date specified in the Notice to Proceed subsequently issued by the City, or as specifically noted in any Contract Addendum. However, in no case shall the Contractor commence work until the City has been furnished and acknowledges receipt of the Contractor's Certificates of Insurance and a properly executed performance and payment bond as required. 7.3 CONTRACT TIME The contractor shall complete, in an acceptable manner, all of the Work in the time stated in the Contract Agreement and any Addenda or Change Orders thereto. 7.4 SCHEDULE OF COMPLETION The Contractor's schedules are subject to the approval of the Engineer and City, which shall not be unreasonably withheld, and shall reflect a logical sequence of the various components of work and the anticipated rates of production necessary to complete the Work on or before the completion date. Said schedules shall be submitted within ten (10) days of the execution of the agreement by the City except when requested otherwise and shall be updated and resubmitted to the Engineer and City on the twenty- fifth (25th) day of every month with the Contractor's pay request. 7.5 COORDINATION OF CONSTRUCTION/PRECONSTRUCTION CONFERENCE The Contractor shall coordinate his work with other contractors, the City and utilities to assure orderly and expeditious progress of work. The City shall hold a pre -construction conference at Sebastian City Hall at a time and date mutually agreed upon with the Contractor after the Contract has been awarded and fully executed. 7.6 PROPERTY OF OTHERS A. Public Ownershin The Contractor shall be responsible for the preservation of all public property, trees, monuments, etc., along and adjacent to the street and/or right-of-way, and shall use every precaution necessary to prevent damage or injury thereto. He shall use suitable precautions to prevent damage to pipes, conduits and other underground structures, and shall protect carefully from disturbance or damage all monuments and property marks until a land surveyor has witnessed or otherwise referenced their location and shall not remove them until so directed by the Engineer in writing... B. Private Ownership Mail and newspaper boxes, sprinkler systems, ornamental shrubs, lawn ornaments, house numbers, fences, etc. may be removed and relocated by the property owners. The City will not remove, relocate, or re -install mail boxes, sprinkler systems, ornamental shrubs, etc. belonging to a private property owner. However, should such items not be removed or relocated by the start of construction, the Contractor shall remove the objects, in a manner which does not damage or injure the objects at no extra cost to the City, which interfere with the construction of the Project and place them on the property owner's front lawn just outside the project limits. Otherwise, the Contractor shall not enter upon private property for any purpose without obtaining permission from the property Owner thereof. Where extensive intrusions upon private property are required for construction, the City and Contractor shall cooperate to obtain Temporary Construction Easements from the landowner. 7.7 PROTECTION OF EXISTING UTILITIES AND FACILITIES All utilities and all structures of any nature, whether below or above ground, that may be affected by the Work but are not required to be disturbed or relocated by the very nature of the project, shall be protected and maintained by the Contractor and shall not be disturbed or damaged by him during the progress of the Work; provided that, should the Contractor disturb, disconnect or damage any utility or any structure, all C-13 158 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 expenses of whatever nature arising from such disturbance or the replacement or repair and testing thereof shall be borne by the Contractor. 7.8 CROSSING PUBLIC FACILITIES When new construction crosses highways, railroads, streets or similar public facilities under the jurisdiction of state, county, city, or other public agency or private entity, the City through the Engineer shall secure written permission prior to the commencement of construction of such crossing. The Contractor will be required to furnish evidence of compliance with conditions of the permit from the proper authority before final acceptance of the Work by City. Road closures are governed by Paragraph 8.3 below. 7.9 CHANGES IN THE WORK The City may order changes in the Work through additions, deletions or modifications without invalidating the Contract; however, any change in the scope of work or substitution of materials shall require the recommendation of the Engineer and the written approval of the City. Compensation and time of completion affected by the change shall be adjusted at the time of ordering such change. New and unforeseen items of work found to be necessary and which cannot be covered by any item or combination of items for which there is a contract price shall be classed as changes in the Work. The Contractor shall do such changes in the Work and furnish such materials, labor and equipment as may be required for the proper completion of construction of the work contemplated. In the absence of such written order, no claim for changes in the Work shall be considered. Changes in the Work shall be performed in accordance with the Specifications where applicable and work not covered by the specifications or special provisions shall be done in accordance with specifications issued for this purpose. Changes in the Work required in an emergency to protect life and property shall be performed by the Contractor as required. 7.10 EXTENSION OF CONTRACT TIME No extension of time shall be valid unless given in writing by the City. No monetary compensation shall be given for such delay. A delay beyond the Contractor's control occasioned by an "Act of God" may entitle the Contractor to an extension of time in which to complete the Work as determined by the City provided, however, the Contractor shall immediately give written notice to the City of the cause of such delay. "Rain day" extensions shall be granted upon written request of the Contractor to the City's Project Manager or Engineer when said Project Manager or Engineer determines that weather conditions make it counterproductive to work on said days. "Rain day" requests must be submitted at the end of each work week or be waived, and the cumulative "rain day" extensions granted shall be processed as a Change Order with each pay submittal. In the event that the City suspends the Work as provided in Paragraph 9.3, the Contractor shall be granted an extension of time to complete the Work for as many calendar days as the Work was suspended; except, however, that the Contractor will not be granted an extension of time to complete the Work if the suspension was caused by a fault of the Contractor. 7.11 CORRECTION OF WORK Contractor shall, at no cost to the City, promptly correct Work failing to conform to requirements of the Contract Documents, whether observed before or after completion of the Work and whether or not fabricated, installed or completed, and shall correct any Work found to be not in accordance with the requirements of the Contract Documents within a period of one (1) year from the date of completion of the Work or by the terms of an applicable special warranty required by the Contract Documents. The provisions of this Paragraph apply to the Work done by Subcontractors as well as to the Work done by direct employees of Contractor. C-14 159of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 Nothing contained in this Paragraph shall be construed to establish a period of limitation with respect to other obligations which Contractor might have under the Contract Documents. Establishment of the time period of one (1) year as described in Subparagraph 7.11(a) above relates only to the specific obligation of Contractor to correct the Work, and has no effect on the time within which the obligations of the Contract Documents may be enforced, nor to the time within which proceedings may be commenced to establish Contractor's liability with respect to Contractor's remaining contractual obligations. 7.12 LIQUIDATED DAMAGES In the event Contractor violates or fails to perform any provision of the Contract Documents, then the City may elect to receive, and Contractor agrees to pay, liquidated damages. As identified in Section 4.29: Phase Begin Date Consecutive Liquidated Damages Calendar Days to Complete 1 Notice to Proceed 60 $500 PER DAY 2 Completion of Phase 1 45 $500 PER DAY 3 Completion of Phase 2 15 $1,000 PER DAY Contract Time 120 Punch list and permanent markings 45 $500 PER DAY Inspection of the Work by the City and the subsequent issuance of a notice by the City and Engineer indicating substantial completion will be the date used to signify work completion. If completion is beyond the schedule agreed upon, liquidated damages may be imposed by the City on the Contractor and will be withheld from payment. It is expressly acknowledged by Contractor that said payment shall not be interpreted nor construed as a penalty but is in fact a good faith attempt to fix damages which the City will suffer in the event Contractor fails to perform as required hereunder or violates any provision of the Contract Documents. ARTICLE 8.0 - PUBLIC HEALTH AND SAFETY 8.1 PROTECTION OF PERSONS AND PROPERTY The Contractor shall submit, for the City's approval, a project safety and security plan which describes the Contractor's plans and procedures to protect the safety and property of property owners, residents, and passers-by. The plan shall describe measures and precautions to be taken during working hours and non- working hours. A. Safety Precautions and Prop -rams The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work in accordance with the U.S. Department of Labor Occupational Safety and Health Act and the laws of the State of Florida. This Contract requires that the Contractor and any and all subcontractors hired by the Contractor comply with all relevant standards of the Occupational Safety and Health Act. Failure to comply with the Act constitutes a failure to perform. The Contractor agrees to reimburse the City for any fines and/or court costs arising from penalties charged to the City for violations of OSHA committed by the Contractor or any and all subcontractors. B. Safety of Persons and Pronertv The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to, all employees on the Work and all other persons who may be affected thereby; all the work materials and equipment to be incorporated therein, whether in storage C-15 160 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 on or off the project site, under the care, custody or control of the Contractor or any of his subcontractors; and other property on the project site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall be held fully responsible for such safety and protection until final written acceptance of the Work. Fire hydrants on or adjacent to the Work shall be kept accessible to firefighting equipment at all times. Temporary provisions shall be made by the Contractor to insure the proper functioning of all swales, gutters, sewer inlets, drainage ditches and irrigation ditches, which shall not be obstructed except as approved by the City. The Contractor acknowledges that, in executing the Project, it will operate machinery and equipment that may be dangerous to the adjacent property owners and the general public. The Contractor will be required to conduct excavations for the Project which may be hazardous to person and property. The Contractor shall develop and implement a job safety and security plan which will adequately protect all property and the general public. 8.2 TRAFFIC CONTROL All safety precautions, traffic control, and warning devices necessary to protect the public and workmen from hazards within the right-of-way shall be in strict accordance with SECTION 102. MAINTENANCE OF TRAFFIC, in the Florida Dept. of Transportation (FDOT) Sid. The State of Florida Manual of Traffic Control and Safe Practices for Street and Highway Construction, Maintenance and Utility Operations Specifications for Road and Bridge Construction, latest edition. Shall be used as minimum standards, as applicable. Further, the Contractor shall carry on the Work in a manner that will cause the least possible obstruction and interruption in traffic, and the least inconvenience to the general public and the residents in the vicinity of the work. 8.3 ROAD CLOSURE AND DETOURS Local traffic shall be maintained within the limits of the Project for the duration of the construction period. Closing to through travel of more than two (2) consecutive blocks, including the cross street intersected will not be permitted without specific authorization of the City. No road or street shall be closed to the public except with the permission of the City and proper governmental authorities (I.R.C., F.D.O.T., as applicable). When closings of roads are permitted, it shall require forty-eight (48) hours notification to the City, I.R.C., or F.D.O.T. (applicable agency with jurisdiction). Traffic detours shall be pre -approved prior to closing. "Street Closed to through Traffic" signs and "Detour" routes shall be indicated and maintained by the Contractor when the job is located in a public or private street. 8.4 PROVISION OF ACCESS Where traffic must cross open trenches, the contractor shall provide adequate ingress and egress to dwellings, business facilities, utilities and service. Temporary provisions shall be made by the Contractor to insure the use of sidewalks. The Contractor shall provide suitable crossings at street intersections and driveways, and supply such aid as may be required for pedestrians and motorists, including delivery vehicles, to safely negotiate the construction areas. On completion of Work within any area, the Contractor shall remove all debris, excess materials, barricades and temporary Work leaving walkways and roads in said area clear of obstructions. 8.5 WARNING SIGNS AND BARRICADES The Contractor shall provide adequate signs, barricades, warning lights and flagmen, as required, and all such other necessary precautions for the protection of the Work and the safety of the public. All C-16 161 of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 barricades and obstructions shall be protected at night by regulatory signal lights which shall be kept in operation from sunset to sunrise. Barricades shall be of substantial construction and shall be reflective to increase their visibility at night. Suitable warning signs shall be so placed and illuminated at night as to show in advance where construction, barricades or detours exist. Unless so designated in the Bid Documents, no direct payment for this work will be made, but the cost of providing, erecting and maintaining such protection devices, including guards, watchmen and/or flagmen as required shall be considered as included and paid for in the various contract prices of the Work. Warning signs and barricades shall be in conformance with the plans. The Contractor shall provide and maintain adequate barricades, construction signs, torches, flashers, guards and flagmen as required in pedestrian and vehicular traffic areas. Regulations of local authorities shall be complied with. Advance warning signs are required on all streets where work is being conducted. Lane closures shall be signed and barricaded or coned as indicated in aforementioned FDOT Index. Flagmen may be required where traffic and length of lane closure warrant them. Where such a plan is needed, Contractor shall submit and obtain approval of their traffic control plan by the City, or other applicable government agencies. 8.6 OPEN TRENCHES The Contractor shall fully comply with Florida Statutes, FAA and OSHA regulations with regard to open trenches during construction. The Contractor shall be place construction hazard fencing along any open trenches during the construction work -day, and shall leave no open trenches or excavations over -night unless properly fenced and with the specific approval of the Engineer or the City. 8.7 PLACEMENT OF HEAVY EQUIPMENT The Contractor shall not leave construction equipment parked in front of or on a residential lot overnight or on weekends. At the close of work each day, the equipment shall be driven to and stored in a designated area so that the equipment will not become an "attractive nuisance" to neighborhood children. All equipment left unattended during the course of working day, such as during lunch hours or work breaks, shall not be left in a condition or location which would create a safety hazard to the general public. All keys shall be removed from the machines during those times. 8.8 TEMPORARY FACILITIES AND CONTROLS The Contractor shall provide controls for sanitary facilities, environmental protection and safety controls on site acceptable to the Florida Department of Health and Rehabilitative Services, Department of Environmental Protection, FAA, and St. Johns River Water Management District. 8.9 SANITARY PROVISION The Contractor shall provide and maintain such sanitary accommodations adequate for the use of his employees and those of his subcontractors, and as may be necessary to comply with the requirements and regulations of the local and state departments of health. Such facilities shall be made available when the first employees arrive on site of the Work, shall be properly secluded from public observation, and shall be constructed and maintained during the progress of the Work in suitable numbers and at such points and in such manner as may be required or approved. The Contractor shall maintain the sanitary facilities in a satisfactory and sanitary condition at all times and shall enforce their use. Contractor shall rigorously prohibit the committing of nuisances on the site of the Work, on the lands of the City or an adjacent property. The City shall have the right to inspect such facilities at all times to determine whether or not they are being properly and adequately maintained. Following the period of necessity for such accommodations, they and all evidence affixed thereto shall be removed. C-17 162 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 8.10 WATER AND ELECTRIC SUPPLY The Contractor shall make all necessary applications and arrangements, and pay all fees and charges for water and electrical service necessary for the proper completion of the Project up to the time of final acceptance. The Contractor shall provide and pay for any temporary piping and connections. 8.11 NOISE CONTROL The Contractor shall provide adequate protection against objectionable noise levels caused by the operation of construction equipment, and shall submit a plan to the Engineer for his review prior to initiation and implementation of the plan. 8.12 DUST CONTROL The Contractor shall provide for adequate protection against raising objectionable dust clouds caused by moving construction equipment, high winds or any other cause, and shall submit a plan to the Engineer for his review prior to initiation and implementation of the plan. 8.13 WATER CONTROL The Contractor shall provide for satisfactory disposal of surplus water and shall submit a plan to the Engineer for his review prior to initiation and implementation of the plan. Prior approval shall be obtained from the proper authorities for the use of public or private lands or facilities for such disposal. 8.14 POLLUTION, SILTATION AND EROSION CONTROL The Contractor shall provide for and take sufficient precautions to prevent pollution of private and public lands, reservoirs, ponds, rivers, streams, creeks, etc., by the disposal of surplus materials in the forms of solids, liquids or gases including, but not limited to, fuels, oils bitumen, calcium chloride or other harmful materials. Contractor shall conduct and schedule Work operations so as to avoid or otherwise minimize pollution or situation of streams, lakes and reservoirs and to avoid interference with movement of migratory fish where there is a high potential for erosion and subsequent water pollution. Erosion control features shall be constructed concurrently with other work and at the earliest practicable time. The Contractor shall prepare a detailed description of Contractor's plan for Erosion and Turbidity Control (S.W.P.P.P.), including location of erosion control and turbidity control devices, marked on a plan set as needed for clarity. The erosion and turbidity control shall meet the requirements of the Florida Department of Environmental Protection and the St. John's River Water Management District for control of discharge of Total Suspended Matter, and shall prevent water and wind erosion of the work. The contractor agrees to reimburse the City for any fines and/or court costs arising from penalties charged to the City for violations of E.P.A., FDEP, or SJRWMD permits, permit conditions or regulations committed by the contractor or any subcontractors on this site. ARTICLE 9 - SUPERVISION AND ADMINISTRATION 9.1 ENGINEER'S RESPONSIBILITY AND AUTHORITY All work done shall be subject to the construction review of the Engineer and City. Any and all technical questions which may arise as to the quality and acceptability of materials furnished, work performed, or work to be performed, interpretation of Plans and Specifications and all technical questions as to the acceptable fulfillment of the Contract on the part of the Contractor shall be referred to the Engineer who will resolve such questions. 9.2 ENGINEER'S DECISION All claims of a technical nature of the City or Contractor shall be presented to the Engineer for resolution. C-18 163 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 9.3 SUSPENSION OF WORK The City shall have the authority to suspend the Work wholly or in part, for such periods as may be deemed necessary and for whatever cause, to include but not be limited to, unsuitable weather or such other conditions as are considered unfavorable for prosecution of the Work, failure on the part of the Contractor to carry out the provisions of the Contract or to supply materials meeting the requirements of the Specifications, or the action of a governmental agency, by serving written notice of suspension to the Contractor. In the event that the Engineer shall become aware of any condition which may be cause for suspension of the Work, the Engineer shall immediately advise the City of such condition. The Contractor shall not suspend operations under the provisions of this Paragraph without the City's permission. 9.4 CONSTRUCTION REVIEW OF WORK All materials and each part or detail of the Work shall be subject at all times to construction review by the Engineer and the City and other government agencies with jurisdiction, including but not limited to FAA, F.D.O.T., F.D.E.P., I.R.C., and S.J.R.W.M.D.. The Engineer and the City may appoint inspectors. The Contractor will be held strictly to the true intent of the Specifications in regard to quality of materials, workmanship, and the diligent execution of the Contract. Such construction review may include mill, plant, or shop inspection, and any material furnished under the Specifications is subject to such inspection. The Engineer and the City shall be allowed access to all parts of the Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed review. The City shall not be responsible for the acts or omissions of the Contractor. 9.5 FIELD TESTS AND PRELIMINARY OPERATION The Contractor shall perform the work of placing in operation all equipment installed under this Contract, except as specifically noted hereinafter. The Contractor shall make adjustments necessary for proper operation. The Contractor shall provide construction labor required for preliminary operation of the equipment installed under this Contract. The Contractor shall notify the Engineer and City when work is considered to be complete, in operating condition, and ready for inspection. Further inspection requirements may be designated in the Technical Specifications. The contractor shall conduct tests necessary to determine if the Work functions properly. Arrangements for testing laboratory services will be made by the contractor. Payment for testing to show compliance with specified requirements will be paid for by the contractor. At the city's discretion, the city may re -test or arrange additional testing beyond that normally and typically required to be provided by the contractor. The cost of retesting or additional testing shall be paid by the city, except when materials and workmanship fail to meet specified requirements. Then the cost will be deducted from moneys due the Contractor. 9.6 EXAMINATION OF COMPLETED WORK The Engineer or City may request an examination of completed work of the Contractor at any time before acceptance by the City of the Work and shall remove or uncover such portions of the finished work as may be directed. After examination, the Contractor shall restore said portions of the Work to the standard required by the Specifications. Should the work thus exposed or examined prove acceptable, the uncovering or removing and the replacing of the covering or making good of the parts removed shall be paid for as extra work, but should the work so exposed or examined prove unacceptable, the uncovering, removing and replacing shall be at the Contractor's expense. C-19 164 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 9.7 CONTRACTOR'S SUPERINTENDENT A qualified superintendent, who is acceptable to the City, shall be maintained on the project and give sufficient supervision to the Work until its completion. The superintendent shall have full authority to act on behalf of the Contractor, and all communications given to the superintendent shall be considered given to the Contractor. In general, such communications shall be confirmed in writing and always upon written request from the Contractor. 9.8 CITY'S RIGHT TO CORRECT DEFICIENCIES Upon failure of the contractor to perform the work in accordance with the Contract Documents, including any requirements with respect to the Schedule of Completion, and after five (5) days written notice to the Contractor, the City may, without prejudice to any other remedy he may have, correct such deficiencies. The Contractor shall be charged all costs incurred to correct deficiencies. 9.9 CITY'S RIGHT TO TERMINATE CONTRACT AND COMPLETE WORK In the event of any default by the Contractor, the City shall have the right to immediately terminate the Contract upon issuance of written notice of termination to the Contractor stating the cause for such action. This Agreement may be terminated by the City without cause provided at least thirty (30) days written notice of such termination shall be given to the Contractor. In the event of termination, the City may take possession of the Work and of all materials, tools and equipment thereon and may finish the Work by whatever method and means it may select. It shall be considered a default by the Contractor whenever he shall: (a) Declare bankruptcy, become insolvent or assign his assets for the benefit of his creditors. (b) Disregard or violate the provisions of the Contract Documents or City's written instructions, or fail to prosecute the Work according to the agreed schedule of completion including extensions thereof. (c) Fail to provide a qualified superintendent, competent workmen or subcontractors, or proper materials, or fail to make prompt payment therefore. 9.10 RIGHTS OF VARIOUS INTERESTS Wherever work being done by the City's forces or by other contractors is contiguous to work covered by the Contract, the respective rights of the various interests involved shall be established by the City, to secure the completion of the various portions of the Work in general harmony. 9.11 SEPARATE CONTRACTS The City may let other contracts in connection with the Work of the Contractor. The Contractor shall cooperate with other Contractors with regard to storage of materials and execution of their work. It shall be the Contractor's responsibility to inspect all work by other contractors affecting his work and to report to the City any irregularities which will not permit him to complete his work in a satisfactory manner. His failure to notify the City of such irregularities shall indicate the work of other contractors has been satisfactorily completed to receive his work. It shall be the responsibility of the Contractor to inspect the completed work in place and report to the Engineer immediately any difference between completed work by others and the Plans. 9.12 SUBCONTRACTS AND PURCHASE ORDERS Prior to signing the Contract or at the time specified by the City, the Contractor shall submit in writing to the City the names of the subcontractor proposed for the Work. Subcontractor may not be changed except at the request or with the approval of the City. The Contractor is responsible to the City for the acts and omissions of his subcontractors and their direct or indirect employees, to the same extent as he is responsible for the acts and omissions of his employees. The Contract Documents shall not be construed as creating a contractual relation between any subcontractors and the City. The Contractor shall bind every subcontractor by the terms of the Contract Documents. C-20 165 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 For convenience of reference and facilitate the letting of contracts and subcontracts, the Specifications are separated into title sections. Such separations shall not, however, operate to make the Engineer or City an arbiter to establish limits to the contracts between the Contractor and subcontractors. 9.13 WORK DURING AN EMERGENCY The Contractor shall perform any work and shall furnish and install materials and equipment necessary during an emergency endangering life or property. In all cases, he shall notify the Engineer and City of the emergency as soon as practicable, but he shall not wait for instructions before proceeding to properly protect both life and property. 9.14 ORAL AGREEMENTS No oral order, objection, claim or notice by any party to the others shall affect or modify any of the terms or obligations contained in any of the Contract Documents, and none of the provisions of the Contract Documents shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver or modification thereof in writing, and no evidence shall be introduced in any proceeding of any other waiver or modification. 9.15 NIGHT, SATURDAY AND/OR SUNDAY WORK Saturday and Sunday work will be permitted with prior approval from City. This clause shall not pertain to crews organized to perform restoration work which needs no verifying inspection, maintenance work on equipment, or to operate and maintain special equipment such as dewatering pumps which may be required to work 24 hours per day. 9.16 UNAUTHORIZED WORK Work done without lines and grades having been established, work done without proper inspection, or any changes made or extra work done without written authority will be done at the Contractor's risk and will be considered unauthorized, and, at the option of the City, may not be measured and paid for. 9.17 USE OF COMPLETED PORTIONS OF THE WORK The City shall have the right to use, occupy, or place into operation any portion of the Work that has been completed sufficiently to permit safe use, occupancy, or operation, specifically as detailed in the Phasing Plans. 9.18 CONTRACTOR'S RESPONSIBILITY FOR WORK Until acceptance of the Work by the City, it shall be under the charge and care of the Contractor, and he shall take every necessary precaution against injury or damage to the Work by the action of the elements or from any other cause whatsoever, whether arising from the execution or from the non -execution of the Work. The Contractor shall rebuild, repair, restore and make good, without additional compensation, all injury or damage to any portion of the Work occasioned by any cause, other than the sole and active negligence of the City, before its completion and acceptance. ARTICLE 10 - MEASUREMENT AND PAYMENT 10.1 DETAILED BREAKDOWN OF CONTRACT Except in cases where unit prices form the basis for payment under the Contract, the Contractor shall submit a complete breakdown of the contract amount showing the value assigned to each part of the Work, including an allowance for profit and overhead within ten (10) days of the execution of the Contract by the parties. Upon approval of the breakdown of the contract amount by the Engineer and the City, it shall be used as the basis for all requests for payment. C-21 166 of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 10.2 REQUEST FOR PAYMENT A) Payment Renuests/Invoices: Requests for payment for the provision of the Services provided under the Agreement shall be submitted no more frequently than once per month. All requests for payment/invoices shall be submitted in sufficient detail to demonstrate compliance with the terms of the Agreement and to allow for the proper pre -audit, and post -audit thereof. Upon receipt of Contractor's payment request/invoice, the City will review such to ensure completion with required basic information and that the Services covered under the payment request have been completed in accordance with this Agreement. If it is found that the payment request/invoice is not complete, or the Services covered under the payment request do not satisfy this Agreement, the payment request may be rejected. Contractor shall agree to schedule a walk through inspection for each section of the completed work with the City of Sebastian's Project Manager, or their designee to verify work has been completed and in complete compliance of the contract/proposal documents prior to invoices being submitted to the City. The Contractor shall furnish the Engineer and the City all reasonable facilities required for obtaining the necessary information relative to the progress and execution of the Work. In addition to each month's invoice, an updated project schedule shall be submitted. Each request for payment shall be computed from the work completed to date on all items listed in the detailed breakdown of the contract amount less previous payments and back charges. Progress payments on account of Unit Price Work will be based on the number of units completed at the time the payment request was dated by the Contractor. If payment is requested on the basis of materials and equipment not incorporated in the project but delivered and suitably stored at the site or at another location agreed to in writing, the payment request shall also be accompanied by a bill of sale, invoice or other documentation warranty that the City has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, all of which shall be satisfactory to the City. No payments shall be made for materials stored on site without approval of the City. B) Rejection of Payment 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 Contractor 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. C) Resolution of Payment Request Disputes. In the event of a dispute between Contractor and City concerning the full or partial payment of a payment request, such disagreement shall be determined by City. If the dispute between Contractor 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. C-22 167 of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 D) Payments to Subcontractors. When Contractor receives from City any payment for Services covered under the Agreement, Contractor must Dav such moneys received to each subcontractor or supplier, and employees in proportion to the percentage of the Services completed by each subcontractor, supplier, or employees within ten (10) business days after Contractor's receipt of the payment. If Contractor receives less than full payment, then Contractor shall be required to disburse onlv the funds received on a Dro rats basis to its subcontractors, suppliers, and employees, each receiving a prorated portion based on the amount due on the payment. If a subcontractor receives payment from Contractor for labor, services or materials furnished by subcontractors or suppliers hired by the subcontractor, the subcontractor must remit payment due to those subcontractors or suppliers within seven (7) business days after the subcontractor's receipt of payment from Contractor. E) Retainage. An amount of 5% of each monthly pay request shall be retained until final completion and written acceptance of the Work by the City. Payment of the retainage shall be included in the Contractor's final pay request in accordance with Paragraph 10.14. Any deviation in the release or partial release of the 5% retainage shall be at the sole discretion of the City, but in no case earlier than completion of the Engineer's "punch list inspection". Any request for payment shall be accompanied by claim releases for work done or materials furnished in accordance with Paragraph 10.13. Prior to submission of any request for payment by the Contractor, the Engineer shall review the request for payment to determine the following: (a) That the work covered by the request for payment has been completed in accordance with the intent of the Plans and Specifications. (b) That the quantities of work have been completed as stated in the request for payment, whether for a unit price contract or for payment on a lump -sum contract. 10.3 CITY'S ACTION ON A REQUEST FOR PAYMENT Within thirty (30) days from the date of receipt of a request for payment the City shall do one of the following: (a) Approve and pay the request for payment as submitted. (b) Approve and pay such other amount of the request for payment in accordance with Paragraph 10.4 as the City shall decide is due the Contractor, informing the Contractor in writing of the reasons for paying the amended amount. (c) Disapprove the request for payment in accordance with Paragraph 10.4 informing the Contractor in writing of the reasons for withholding payment. 10.4 CITY'S RIGHT TO WITHHOLD PAYMENT OF A REQUEST FOR PAYMENT The City may withhold payment in whole or in part on a request for payment to the extent necessary for any of the following reasons: (a) Work not performed but included in the request for payment, or the contract Price has been reduced by written change order. (b) Work covered by the request for payment which is not in accordance with the Plans, Specifications and generally accepted construction practices, including if, in the opinion of the City, there is sufficient evidence that the Work has not been satisfactorily completed, or based upon tests and/or inspections the work is defective or has been damaged requiring correction or replacement. (c) In the event of a filing of a claim or lien, or information received by City of a potential filing of a claim or lien against the Contractor or City. (d) Failure of the Contractor to make payments to subcontractors, material suppliers or labor. (e) Damage to another contractor. C-23 168 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 (f) The City has had to correct a defect in the Work, or there are other items entitling the City to a set-off against the amount recommended. (g) Default of any of the provisions of the Contract Documents. 10.5 PAYMENT FOR UNCORRECTED WORK Should the City direct, in writing, the Contractor not to correct work that has been damaged or that was not performed in accordance with the Contract Documents, an equitable deduction from the contract amount shall be made to compensate the City for the uncorrected work. 10.6 PAYMENT FOR REJECTED WORK AND MATERIALS The removal of work and materials rejected under Paragraph 5.3 and the re -execution of work by the Contractor shall be at the expense of the Contractor and the Contractor shall pay the cost of replacing the destroyed or damaged work of other contractors by the removal of the rejected work or materials and the subsequent re -execution of that work. In the event that City incurs expenses related thereto, Contractor shall pay for the same within thirty (30) days after written notice to pay is given by the City. If the Contractor does not pay the expenses of such removal, after ten (10) days written notice being given by the City of its intent to sell the materials, the City may sell the materials and shall pay to the Contractor the net proceeds therefrom after deducting all the costs and expenses that are incurred by the City. If the proceeds do not cover the expenses incurred by the City, such additional amounts may be set-off against any payments due Contractor. 10.7 CHANGES IN THE WORK A. Change Orders If conditions require a change in the scope of work or additional work varying from the original Plans or Specifications, such change shall be effected by the Contractor when the City issues a written Change Order. The Change Order shall set forth in complete detail the nature of the change, the change in the compensation to be paid the Contractor and whether it is an addition or a reduction of the original total contract cost. Should additional or supplemental drawings be required, they will be furnished by the Engineer. Compensation to be paid to the Contractor for accomplishing the work of a Change Order shall be established in one of the following ways: (a) By lump sum proposed by the Contractor and accepted by the City. (b) By unit prices established and agreed to. (c) By unit prices established for additional kinds of work. (d) By other methods as may be mutually agreed upon. (e) By force account wherein the Contractor provides the labor and materials at Contractor's direct cost plus 15% for overhead and profit. When the force account method is used, the Contractor shall provide full and complete records of all costs for review by the City. B. Claims Claims arising from changes or revisions made by the Contractor at the City's request shall be presented to the City before work starts on the changes or revisions. If the Contractor deems that extra compensation is due for work not covered herein, or in Supplemental Agreement, the Contractor shall notify the City in writing of its intention to make claim for extra compensation before work begins on which the claim is based. If such notification is not given and the City is not afforded by the Contractor a method acceptable to the City for keeping strict account of actual cost, then the Contractor hereby waives its request for such extra compensation. The City is not obligated to pay the Contractor if the City is not notified as described above. The Contractor may refuse to perform additional work requested by the City until an appropriate agreement is executed by the parties. Such notice by the Contractor and the fact that the City has kept account of the costs as aforesaid shall not in any way be construed as proving the validity of the claim. C-24 169 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 10.8 CANCELED ITEMS OF WORK The City shall have the right to cancel those portions of the contract relating to the construction of any item provided therein. Such cancellation, when ordered by the City in writing, shall entitle the Contractor to the payment of a fair and equitable amount covering all costs incurred by him pertaining to the canceled items before the date of cancellation or suspension of the Work. The Contractor shall be allowed a profit percentage on the materials used and on construction work actually done, at the same rates as provided for "Changes in the Work", but no allowance will be made for anticipated profits. Acceptable materials ordered by the Contractor or delivered on the site before the date of such cancellation or suspension shall be purchased from the Contractor by the City at actual cost and shall thereupon become the property of the City. 10.9 PAYMENT FOR WORK SUSPENDED BY THE CITY If the Work or any part thereof shall be suspended by the City as provided in Paragraph 9.3, the Contractor shall follow the guidelines of Section 80-06 of the General Provisions and securing the site by storing and securing all materials, performing a site cleanup, and erecting barricades and other safety considerations where applicable. 10.10 PAYMENT FOR WORK BY THE CITY The cost of the work performed by the City removing construction materials, equipment, tools and supplies in accordance with Paragraph 5.7 and in correcting deficiencies in accordance with Paragraph 9.8 shall be paid by the Contractor. 10.11 PAYMENT FOR WORK BY CITY FOLLOWING TERMINATION OF CONTRACT A. Termination by City for Cause Upon termination of the contract by the City for cause, including abandonment or termination by Contractor, the City may enter into an agreement with others for the completion of the Work under this Agreement and the Contractor shall be held harmless for the work of others. No further payments shall be due the Contractor until the Work is completed and accepted by the City. If the unpaid balance of the contract amount shall exceed the cost of completing the Work including all overhead costs, Contractor shall be paid up to the amount of the excess balance on a quantum meruit basis for the work done prior to termination. If the cost of completing the Work shall exceed the unpaid balance, the Contractor or its Surety shall pay the difference to the City. The cost incurred by the City as herein provided shall include the cost of the replacement contractor and other expenses incurred by the City through the Contractor's default. In either event, all work done, tracings, plans, specifications, maps, computer programs and data prepared by the Contractor under this Agreement shall be considered property of the City. B. Termination by City Without Cause In the event the City without cause abandons, terminates or suspends this Agreement, the Contractor shall be compensated for services rendered up to the time of such termination on a quantum meruit basis and any work done or documents generated by the Contractor shall remain the property of the City. 10.12 TERMINATION OF CONTRACTOR'S RESPONSIBILITY The Contract will be considered complete when all work has been finished, the final construction review is made by the Engineer, and the project accepted in writing by the City. 10.13 RELEASE OF CLAIMS (INTERIM/FINAL) The Contractor shall deliver, with each request for payment, a completed Affidavit and Release of Claim on a form supplied by the City. Also, from each supplier or subcontractor who has notified the City of his right to file a Claim (Notice to City) or who is listed in the Contractor's Affidavit and Release of Claim as an unpaid, potential Claimant, a Claimant's Sworn Statement of Account, executed by the supplier or subcontractor, must be attached to each request for payment. C-25 170 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 If the completed forms are not supplied with the request for payment, the City will notify Contractor of the outstanding claims of record and, if said completed form(s) are not supplied within thirty (30) days, the City shall make joint payments to the Contractor and outstanding claimants. 10.14 ACCEPTANCE AND FINAL PAYMENT When it is determined, as a result of a joint inspection of the Work by the Contractor, City, and Engineer that the Work has been completed in accordance with the terms of the Contract Documents, the Engineer shall certify completion of the Work to the City. At that time, the Contractor may submit the Contractor's final request for payment. The Contractor's final request for payment shall be the contract amount plus all approved written additions less all approved written deductions and less previous payments made. As a condition for Final payment, a Contractor's Final Affidavit must be received by the City along with his Final Payment Request and any as -built drawings which may be required. The Contractor shall furnish full and final releases of Claim for labor, materials and equipment incurred in connection with the Work, following which the City will release the Contractor except as to the conditions of the performance bond, any legal rights of the City, required guarantees and satisfaction of all warranty work, and shall authorize payment of the Contractor's final request for payment. 10.15 SATISFACTION OF WARRANTY WORK AFTER FINAL PAYMENT The making of the final payment by the City to the Contractor shall not relieve the Contractor of responsibility for faulty materials or workmanship. The City shall promptly give notice of faulty materials and workmanship and the Contractor shall promptly replace any such defects discovered within one (1) year from the date of final written acceptance of the Work by the City. ARTICLE 11 - PUBLIC CONTRACT REQUIREMENTS 11.1 COVENANT AGAINST CONTINGENT FEES The Contractor warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this paragraph, the City shall have the right to terminate the Agreement without liability and, at its discretion, deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 11.2 INTEREST OF MEMBERS OF CITY AND OTHERS No officers, members or employees of the City and no member of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest, or have any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. 11.3 CERTIFICATION OF RESTRICTIONS ON LOBBYING The Contractor agrees that no Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor to any person for influencing or attempting to influence any officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, Grant, loan or cooperative agreement. C-26 171 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 If any funds other than Federal appropriated funds have been paid by the Contractor to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with any FDOT Joint Participation Agreement, the undersigned shall complete and submit Standard Form- "Disclosure Form to Report Lobbying" in accordance with its instructions. 11.4 INTEREST OF CONTRACTOR The Contractor covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed. The Contractor shall not undertake any professional work which conflicts with his duties as the City's Contractor without the prior written consent of the City during the term of this Agreement. Any work where the Contractor can reasonably anticipate that it may be called to testify as a witness against the City in any litigation or administrative proceeding will constitute a conflict of interest under this Agreement. 11.5 PUBLIC ENTITY CRIMES The Contractor shall file the attached sworn statement which is entitled PUBLIC ENTITY CRIMES, stating whether a person or affiliate as defined in Section 287.133 (1) Florida Statutes, has been convicted of a public entity crime subsequent to July 1, 1989, in accordance with the provisions of said statute. 11.6 DRUG -FREE WORKPLACE The Agreement documents also consist of the "Drug -Free Workplace Form M" which is in accordance with Florida Statute 287.089 and must be signed and instituted. 11.7 COMPLIANCE WITH LAWS Contractor shall comply with all applicable federal laws that in any way regulate or impact the Work, including, but not limited to, The Clean Air Act (42 USC §7506(c)), The Endangered Species Act (16 USC §1531, et seq.), Executive Order No. 11593, Executive Order No. 11988, Executive Order No. 11990, The Fish and Wildlife Coordination Act (PL 85-624), The Safe Water Drinking Act Section 1424(e) (PL 93-523, as amended), The Wild and Scenic Rivers Act (PL 90-542, as amended), The Demonstration Cities and Metropolitan Development Act of 1966 (PL 89-754), Section 306 of The Clean Air Act, Section 508 of The Clean Water Act, Executive Order No. 11738, The Civil Rights Act of 1964 (PL 88-352), The Age Discrimination Act (PL 94-135), Section 13 of The Federal Water Pollution Control Act (PL 92-500), Executive Order No. 11246, Executive Order No. 11625, Executive Order No. 12138, Executive Order No. 12549, The Davis Bacon Act (40 USC §276), the Occupational Safety and Health Act and applicable regulations, and the Americans with Disabilities Act (PL 101-336). 11.8 INSURANCE The Contractor agrees to pay for and carry full insurance, as stated in this document, of the types and subject to the limits as set forth below and maintain said insurance during the life of this agreement: (a) Workers' Compensation - Contractor shall purchase workers' compensation insurance as required by law. (b) Commercial General Liabilitv - Contractor shall purchase Commercial General Liability insurance with a combined single limit of at least $1,000,000. (c) Commercial Auto Liabilitv - Contractor shall purchase Commercial Auto Liability insurance with a combined single limit of at least $1,000,000. Further, Contractor shall maintain such insurance as is reasonably required to satisfy its obligations under Paragraph 9.18 for the Work paid for by the City but not yet accepted. The insurance company selected shall be A+ or better per the Best's Key Rating Guide. The Contractor and the insurance company(s) shall agree to furnish the City thirty (30) days written notice of their intent C-27 172 of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 to cancel or terminate said insurance. It is the full responsibility of the contractor to insure that all sub- contractors have full insurance coverage as stated above. The Contractor shall not commence the Work under this contract until he has obtained all the insurance required under this paragraph and certificates of such insurance have been submitted to the City, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all insurance required has been so obtained and approved by the City. The Contractor shall carry and maintain until acceptance of the Work, insurance as specified herein and in such form as shall protect him and any subcontractor performing work under this Contract, or the City, from all claims and liability for damages for bodily injury, including accidental death, under this Contract, whether by himself or by any subcontractor or by any one directly or indirectly employed by either of them. The Contractor shall furnish to the City certificates of insurance in duplicate showing proof of insurance, naming the City and the Engineer as an additional insured party, prior to the start of construction as provided in the Contract. 11.9 BOND The Contractor shall provide Bonds in the form prescribed by State Law, and generally as shown in these Documents, for Performance and Payment, each in the amount of 100% of the total contract amount. 11.10 PERMITS All City and St. John's River Water Management District permits and other permits necessary for the prosecution of the Work shall be secured by the City, except for the following permits/approvals that the contractor shall secure: Contractor's licenses and registrations, SJRWMD Consumptive Use Permit for construction de -watering activities, F.D.E.P. N.O.I to use Generic Permit for the Discharge of Produced Groundwater from any Non -Contaminated Site Activity, and any building permit's required by the City's Building Official. 11.11 LAWS TO BE OBSERVED The Contractor shall give all notices and comply with all federal, state and local laws, ordinances, permit requirements and regulations in any manner affecting the conduct of the Work, and all such orders and decrees as enacted by bodies or tribunals having any jurisdiction or authority over the Work, and shall indemnify and save harmless the City and Engineer against any expense, claim or liability arising from, or based on, the violation of any such law, ordinance, regulation, permit requirements, order or decree, whether by himself or his employees. The failure of the Contractor to adhere to any known law or regulation pertaining to furnishing services under this Agreement shall constitute a material breach of this Agreement. The Contractor shall keep himself fully informed of all existing and pending state and national laws and municipal ordinances and regulations in any manner affecting those engaged or employed in the Work, or in any way affecting the conduct of tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in the Plans, Specifications, or Contract for this work in relation to any such law, ordinance, regulations, order or decree, he shall forthwith report the same to the Engineer and City in writing. He shall at all times himself observe and comply with and cause all his agents, subcontractors and employees to observe and comply with decrees; and shall protect and indemnify the City and Engineer, their officers, employees and agents against any expense, claim or liability arising from or based upon violation of any such law, ordinance, regulations, orders or decree, whether by himself or his employees. All building construction work alterations, repairs or mechanical installations and appliances connected therewith shall comply with the applicable building rules and regulations, restrictions and reservations of record, local ordinances and such other statutory provisions pertaining to this class of work. C-28 173 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 ARTICLE 12 - MISCELLANEOUS 12.1 ADDRESSES FOR NOTICES All notices given under or in connection with any of the Contract Documents shall be delivered in person or by telegraph or registered or certified mail to the parties at the address as either party may by notice designate. 12.2 WRITTEN NOTICE Written notice shall be considered as served when delivered to the designated representative of the Contractor and receipt acknowledged or sent by registered mail to the individual, firm, or corporation to the business address stated in Bid Proposal. Change of Address: It shall be the duty of each party to advise the other parties to the Contract as to any changes in his business address until completion of the Contract. 12.3 TAXES Contractor shall pay all sales or other taxes of any type which may be incurred in connection with the Work hereunder, and shall reimburse the City for any such taxes paid by the City. 12.4 TIME IS OF VITAL IMPORTANCE It is agreed and understood that time is of vital importance with respect to the completion date for the Work and all other provisions of the Contract Documents. 12.5 NO WAIVER OF LEGAL RIGHTS Neither the payment for, nor acceptance of the whole or any part of the Work by the City or representatives of the City, nor any extension of time, nor the withholding of payments, nor any possession taken by the City, nor the termination of employment of the Contractor shall operate as a waiver of any portion of the Contract or any power therein reserved or any right therein reserved or any right therein provided, nor shall the waiver by the City of any of the Contractor's obligations or duties under this Agreement constitute a waiver of any other obligation or duty of the Contractor under this Agreement. 12.6 RIGHT TO WORK PRODUCT No reports, data, programs or other material produced in whole or in part under this Agreement shall be subject to copyright by the Contractor, in the United States or in any other country. The City or its assigns shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, programs or other material prepared under this Agreement. All tracings, plans, specifications, maps, computer programs and data prepared or obtained under this Agreement shall remain the property of the City. Any use of any plans and specifications by the City except the use reasonably contemplated by the City at the time the City entered this Agreement will be at the City's risk and Contractor, its officers, directors and employees will be held harmless from such use. 12.7 HOLD HARMLESS Contractor agrees to hold harmless the City of Sebastian, the Sebastian Municipal Airport, and its employees/officers/officials from all claims related to this agreement. 12.8 INDEMNIFICATION The CONTRACTOR AND/OR SUBCONTRACTORS shall indemnify, defend and hold harmless the CITY, and its officers and employees, from all claims, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR AND/OR SUBCONTRACTOR in the performance of the agreement; regardless of the negligence of the indemnitee or its officers, directors, agents, or employees. However, C-29 174of215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees. Upon request of the CITY, the CONTRACTOR AND/OR SUBCONTRACTORS shall, at no cost or expense to the CITY, indemnify and hold the CITY harmless of any suit asserting a claim for any loss, damage or Iiability specified above, and CONTRACTOR AND/OR SUBCONTRACTORS shall pay any cost and reasonable 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. 12.9 PUBLIC RECORDS Contractor will keep and maintain public records required by the City to perform the service. Upon request from the City's custodian of public records, Contractor 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. Contractor will ensure 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 Contractor does not transfer the records to the City. Upon completion of the Agreement, Contractor will transfer, at no cost to the City, all public records in possession of the Contractor or keep and maintain public records required by City to perform the service. If Contractor transfers all public records to City upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor 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 Contractor does not comply with the City's request for public records, the City shall enforce the provisions of the Agreement in accordance with the terms of the Agreement and may cancel the Agreement. This provision shall survive termination of this agreement. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1I91 FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CITY CLERK AND CUSTODIAN OF PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL: iwilliams(r�,citvofsebastian.ore; PHONE: 772-388-8215. C-30 175 of 215 RUNWAY 5-23 REHABILITATION SEBASTIAN MUNICIPAL AIRPORT Bid 23-10 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. ATTEST: Jeanette Williams, City Clerk MMC (SEAL) THE CITY OF SEBASTIAN Brian A. Benton, Interim City Manager Approved as to Form and Content for: Reliance by the City of Sebastian Only Jennifer Cockcroft, City Attorney CONTRACTOR: Signature Print name Title Date ATTEST: Signature Print name Title Date C-31 176 of 215 M) LN ��"""" ✓EBAS-lMN HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSNIITTAL Council Meetina Date: July 12, 2023 A6enda Item Title: CSA-10 Work Services Agreement with Infrastructure Consulting and Engineering, Inc. (ICE) to provide professional engineering services relative to FDOT FM451510-1-94- 01 and FAA X26-SOG-3-12-0145-021-2023, Rehabilitation of Runway 5-23 at Sebastian Municipal Airport and Authorize the City Manager to Execute the Appropriate Documents Recommendation: Staff recommends approval of a Work Authorization Form under an existing Master Agreement to Infrastructure Consulting and Development CSA-10 in the amount of $287,708.00 and provide authorization for the City Manager to execute appropriate documents. Background: The current Runway 05-23 Pavement Condition Index average is below 69, which falls into a "Fair" rating and is forecasted to continue deteriorating. FAA and FDOT Maintenance Policies recommend a Major Rehabilitation that will elevate the Runway surface condition to 100 rating. Infrastructure Consulting & Engineering, Inc., (ICE) is a Continuing Consulting Service Contractor for Sebastian Municipal Airport under a master agreement executed on October 27, 2021 under which these type services are contemplated. This approval will authorize ICE to oversee the project for Construction Management and Inspection Services. Monies for these services are funded in the previously approved FAA Grant covering 90% of the cost, the FDOT PTGA grant covering 5% and the City covering 5% of the cost. This Agenda Item Requires Expenditure of Funds: (This Expenditure is already included in the FAA/FDOT grants previously approved) Total Budgeted Amount: $287,708.00 Total Cost: FAA 90% = $258,937.20 State 5% = $14,385.40 Local 5% = $14,385.40 Source DST Attachments: 1. Work Services Agreement CSA-10 2. Exhibit "A" Scope of Work Runway 5-23 Rehabilitation Administrative Services Department Review: L -v,,j -- City Attorney Review: Procurement Division. Review, if applicable: A� City Manager Authorization: —ILL e Date: 7/�%20a j 177 of 215 CITY OF SEBASTIAN, FLORIDA WORK AUTHORIZATION FORM CONSULTANT SERVICE AGREEMENT (CSA) Infrastructure Consulting and Engineering, Inc. (ICE) 5500 W. Idlewild Ave Suite 115, Tampa, FL 33634 Work Authorization No: CSA - # 10 Proiect Title: Construction Services for Runway 5-23 Rehabilitation IT IS AGREED to undertake the following work in accordance with the provisions of the Infrastructure Consulting & Engineering Master Agreement entitled "Non -Exclusive Agreement for Continuing Professional Engineering Consulting Services" Dated October 27. 2021. Description of Assignment: Infrastructure Consulting and Engineering will provide professional construction engineering and inspection services for the rehabilitation of Runway 5-23 at Sebastian Municipal Airport. This scope represents the construction efforts for the administration of the contract, daily inspection, oversight of the contractor's installation, acceptability of work, and project records and closeout documents in accordance with Federal Aviation Administration grant assurance requirements. The project will include pavement milling and overlay of runway and partial connectors, new markings, installation of Runway End Identifier Lights (REILs), and replacing quartz MIRL with LEDs. The selected contractor for the work is Ranger Construction. 1. Construction Administration See attached scope and fee 2. Construction Inspection See attached scope and fee 3. Contract Administration NIA 4. Vendor's Responsibility (include estimated hours, if applicable) Description Estimated Hours 1 4.1 Bidding Services 76 1 4.2 Construction Administration 549 4.3 Construction Inspection (Resident Proiect Representative (RPR) 1050 4.4 Subconsultants NIA I 5. Pricing Description Quantity Contracted Unit Price TOTALS 4.1 Bidding Services 1 $12,895 $12,895 4.2 Construction Administration 1 $91,580 _$92,080 4.3 Construction Inspection — Straight Time 840 $124.60 $104,664 4.3 Construction Inspection - Overtime 210 $186.90 $39,249 4.4 Quality Control Testing 1 NIA $29,830 4.4 Electrical Engineering Construction Administration 1 NIA $8,990 6. Deliverables Provided to the City (surveys, plans, etc.) Description Quantity a. Reports, Closeout Package I t __ Basic of Compensation/Period of Services: The above referenced description for CSA # will be performed for a Jump sum fee in the amount of $287,708.00. AGREED: V R: �!! Date: 6 - 30 -.Z3 Doug H 9cht Infrastructure Consulting & Engineering Attest: Jeanette Williams, MMC, City Clerk CITY OF SEBASTIAN: Date: Brian Benton Interim City Manager Approved as to Form and Content for Reliance by the City of Sebastian Only: Jennifer Cockcroft, City Attorney 178 of 215 RUNWAY "5-23" REHABILITATION BIDDING SERVICES, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES SCOPE & FEE INFRASTRUCTURE CON5ULTING & ENGINEERING 5550 W. IDLEWILD AVENUE, SUITE 115, TAMPA, FL 33634 179 of 215 I m I NFRASTNUCTURE COty UTINT.& FMA\E MM; EXHIBIT "A" SCOPE OF WORK �BIASTY� MUNICIPAL AIRPORT RUNWAY "5-23" REHABILITATION CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Project Description The City of Sebastian and the Sebastian Municipal Airport (CITY) intends to rehabilitate Runway "5-23" to improve pavement conditions and to conduct improvements to the lighting system by replacing all quartz MIRL runway edge and end lights with LED, PAPI's control panel enclosures, and Installation of new REIL's for both ends of the runway. Infrastructure Consulting and Engineering will provide construction administration and inspection services for this project at Sebastian Airport. The runway is 4,023 feet long and 75 feet wide flexible pavement runway that shows some pavement distresses including longitudinal and transverse cracks that have started raveling, some minor fatigue cracking, few depressed areas, and a localized rutting runway. The pavement Classification Number (PCN) for this runway is 6/F/B/Y/T. New pavement will allow for the correction of any deficiencies in the runway grade and provide a new pavement surface free of rutting and loose aggregate. This will extend the usable life of the existing runway pavement and provide a surface meeting or exceeding FAA grading requirements. This scope and fee for services provided by Infrastructure Consulting and Engineering (ICE) will be for Construction Grant Services, and Construction Engineering & Inspection for said project. Construction Inspection shall consist of a full time (50 hours per week) Resident Project Representative (RPR). The construction duration estimated for this project is 120 calendar days. Grant Services The consultant will prepare a grant application to the FAA after bids are received and a bid award made. During the project ICE will submit construction status reports to FAA & FDOT Upon completion ICE will submit all required project documentation to agencies. Task1.• Bidding & Award Services The Consultant shall perform general coordination with the City and Bidders and will: o Maintain project FTP site. Distribute Plans and specifications to potential bidders. o Prepare for and attend the Pre -Bid Conference. o Prepare and distribute addenda as necessary. o Attend the bid opening. o Assist the City in tabulating and evaluating bids; and o Assist the City with the re -bid of the project if the City rejects the bids for any reason. This work will be performed as an additional service requiring a negotiated contract. 03/22/2023 Page A- I of A-3 180 of 215 o Prepare and submit Grant Application to the FAA; and o Assist in the contract award and preparation of construction contract documents (to the FAA's requirements). Task2.• Construction Engineering Services CONSULTANT'S Engineer will perform general coordination with the CITY, FDOT, FAA, Subconsultants, Contractor, and subcontractors. Engineer will monitor Contractor's progress, ensure Contractor's compliance with Plans and Specification during the construction phase and will: o prepare for and attend the Pre -Construction Conference and prepare meeting minutes. o Preparation of the construction management plan o review shop drawings / submittals and coordinate subconsultants' review of shop drawings; o maintain submittal log with item status updated continuously; o review pay applications, payrolls, schedules, and DBE expenditure reports; o coordinate Quality Assurance Testing; o review Quality Assurance and Quality Control test results; o make periodic site visits to monitor progress and review any issues with construction; o attend bi-weekly construction progress meetings via teleconference and prepare meeting minutes; o coordinate and/or review and respond to Requests for Information (RFIs); o make clarifications of the construction plans to the Contractor; o interpret the contract for the CITY, RPR, and Contractor, o monitor the construction schedule and the Contractor's progress; o review and prepare change orders, if necessary; o perform final inspection with CITY, RPR(s), Contractor and FAA and / or any other necessary agencies; o perform punchlist completion verification inspection with the CITY, o review record drawings prepared by the Contractor and submit them to the CITY; o review contract closeout documents submitted by the Contractor, o prepare DBE reporting form; o prepare final summation of all Quality Assurance Testing results; o prepare final closeout books for submittal to the CITY, FAA, and FDOT; and o submit final report to FAA and assist CITY with close out of grant. The CONSULTANT will manage the construction contract for the CITY and maintain project record documentation. The CONSULTANT will be an extension of the CITY, assisting the CITY and providing up to date information on the project as may be needed throughout the project duration. Management of the contract will also include preparing final project documentation including contractor warrantees, release of liens, consent of surety, and other City required forms. Closeout documents shall also include as-builts, pay requests, change orders, final project 03/22/2023 Page A-2 of A-3 181 of 215 quantities and costs, copies of submittals, summation of all QA testing results, photo logs, and a project narrative. Task Construction Inspection CONSULTANT will provide one (1) full time Resident Project Representative (RPR) for site work and overall project accountability. The RPR shall: o be on site daily to monitor the progress of the project and be able to assist the Airport Manager for the project when needed; o serve as a direct liaison between the Contractor and the Airport Manager and the Engineer; o coordinate construction activities with the Contractors / Subcontractors; o assist with the coordination and scheduling of quality assurance testing for the project; o inspect the site work to verify it is in accordance with the plans and specifications; o notify Engineer of defective work or materials and make recommendation for corrective action(s); o review progress schedules with work completed; o field verify and measure daily quantities for pay requests; o maintain daily project diary, photo log, and record drawings; o review and document siltation device inspections and recommendations; o perform Contractor's employee interviews to meet Davis -Bacon Act (29 CFR Part 5) requirements; o assist the CITY with DBE requirements; o conduct weekly progress construction meetings; and o maintain project records for submittal to the CITY and FAA. Qua/ityAssurance Testing The CONSULTANT shall employ the services of a qualified geotechnical firm to conduct Quality Assurance testing for the project. This will include materials testing for assurance that the Contractor's methods, materials, and techniques have produced a quality finished product that will meet the requirements of the plans and specifications. These tests shall include all requirements to meet FAA, CITY or FDOT specifications including such items as asphalt placement, earthwork and base course density testing, concrete testing, and other tests as required in the contract documents. 03/22/2023 Page A-3 of A-3 182 of215 E A , SEBASTIAN MUNICIPAL AIRPORT/ CITY OF SEBASTIAN, FLORIDA M; �V�j RUNWAY "5-23" REHABILITATION EXHIBIT B �rINFRASTRUCTURE MUNICIPAL AIRPORT MAN HOUR AND FEE ESTIMATE E CONSULTING & ENGINEERING FEE SUMMARY SHEET Task 1 Task 2 TOTAL Bidding & Award Construction Engineering �CLASSIFICATION RATES HOURSHOURS Principal $250.00 7 9 $4,000.00 Sr. Project Manager $215.00 23 106 $27,735.00 Project Manager $19S.00 2 94 $18,720.00 Senior Engineer $195.00 10 72 $15,990.00 Engineer $165.00 14 146 $26,400.00 Sr. Designer $135.00 2 12 $1,890.00 Designer $100.00 2 10 $1,200.00 Technician $85.00 2 48 $4,250.00 Administrative $65.00 14 52 $4,290.00 TOTAL HOURS 76 549 Total Fee $12.895.00 $91,580.00 $104,475.00 DIRECT EXPENSES $500.00 Total Fee (Lump Sum) $104,975.00 Task 3 Construction Inspection ICLASSIFICATION Direct Salary Cost HOURS NOT TO EXCEED COSTS $143,913.00 $ 143,913,00 $ 143,913.00 SUBCONSULTANTS Terracon (QA Testing) - $29,830.00 $29,830.00 OHMEGA (Electrical) - $8,990.00 $8,990.00 TOTAL SUBCONSULTANTS = $38,820.00 CONSTRUCTION ENGINEERING $143,795.00 CONSTRUCTION INSPECTION NOT TO EXCEED COSTS $143,913.00 �TOTAL $287,708.00 cn Page B-1 SEBASTIAN MUNICIPAL AIRPORT/CITY OF SEBASTIAN, FLORIDA B^` y RUNWAY "5-23" REHABILITATION EXHIBIT B I INFRASTRUCTURE MUNICIPALAI PORT MANHOUR AND FEE ESTIMATE COGNSUETING & ENGINEERING Coordinate Bidding 1 2 2 2 7 Prepare Pre -Bid Conference Agenda 1 2 2 2 7 Conduct Pre -Bid Conference 5 5 Minutes to Pre -Bid Conference 1 2 2 S Answers to Bidders/Issue Addenda 1 6 4 4 2 2 2 21 Attend Bid Opening 2 2 4 Review Bids for Responsiveness 1 1 4 2 8 Certified Bid Tabulation 2 2 2 2 8 vrepare ana JuUmn rn Uimn „ppiccauon oc Sponsor certifications 1 2 4 2 9 Cooridnation with Owner 1 1 2 Total Hours: 7 23 2 10 14 2 2 2 14 76 �.A Page B-2 SEBASTIAN MUNICIPAL AIRPORT/ CITY OF SEBASTIAN, FLORIDA RUNWAY "5-23" REHABILITATION EXHIBIT B ]INFRASTRUCTURECONSULTING MUNIC PAL AIRPORT MANHOUR AND FEE ESTIMATE & ENGINEERING Task 2- Construction Engineering Principal Project managel ManagerSenior Project senio? Description General Coordination with the City/Airport 2 4 4 10 Project Management 2 8 8 2 20 General Coordination with the Contractor and Inspector 8 8 2 18 Pre -Construction Conference Agenda 1 2 4 2 9 Pre -Construction Conference 4 4 l 9 Pre -Construction Conference Minutes 1 2 2 5 Review Shop Drawings/Submittals 4 4 8 24 4 44 Review Pay Applications 4 16 4 2 26 Review Payrolls, DBE reports, EEO reports 2 8 16 2 2 30 Review Test Results 8 16 4 28 Construction Meetings (bi-weekly via teleconference) 10 10 10 10 40 Engineer's Periodic Site Visits (6 Visits) 32 8 8 48 Review and Respond to RFI's 2 16 8 8 34 Prepare Change Orders 2 4 4 4 14 Substantial Completion Inspection/ Punch List items 4 4 4 B 1 21 Final Inspection 4 4 4 1 13 Prepare Record Drawaings 2 16 8 10 24 2 62 Review/ Submit Record Drawings 4 4 4 4 1 17 Review Contractor's Closeout Documents 2 2 2 24 4 2 36 Prepare DBE Reporting Form 2 4 1 7 Closeout Books 1 8 24 24 1 58 Total Hours: 9 106 94 72 146 12 10 48 52 549 v Page B-3 SEBASTIAN RUNWAY "5-23" REHABILITATION RUNWAY "5-23" REHABILITATION h4UNICIPAL AIRPORT Task 3- Construction Inspection Budgeted Construction Duration 21 Weeks (120 days plus 4 weeks for punch list) RESIDENT INSPECTOR RATE SCHEDULE 1) DIRECT SALARY COSTS Inspector: 21 weeks @ 40 Hrs/Wk @ $44.50 per hour = (Overtime) 21 weeks @ 10 Hrs/Wk @ $66.75 per hour = TOTAL DIRECT SALARY: 2) LABOR X 2.8 Multiplier = IINFRASTRUCTURE ECONSULTING & ENGINEERING TOTALS $37,380 $14,018 $51,398 $143,913.00 Total Construction Inspection = $143,913.00 u Page B-4 Exhibit C 40:14k OHMEGA The Ohmega Group, INC I March 4, 2023 Hamed Jafarian P.E. Senior Project Manager INFRASTRUCTURE INFRASTRUCTURE & ENGINEERING 5550 W. Idlewild Ave., Suite I IS Tampa, Florida 33634 Dear Doug, 25 North Market Street I Suite 300A Jacksonville, Florida 32202 T 904 807 6512 W OhmegaGroup.com Construction Phase Services for Runway 5-23 lighting Replacement at Sebastian -Roseland Municipal Airport (X26) Proposal for Electrical Engineering Consulting Services In response to Hamed's request on March 3, 2023, and in response to your immediate needs, we are pleased to submit this proposal for electrical engineering consulting services for the subject project. Please review the scope of work for compliance with your objectives. If the scope and fee are satisfactory, please sign and return a copy of this document to OHMEGA. Receipt of this signed document from the Client will constitute a notice -to -proceed for the commencement of construction phase services under the terms of this proposal. Work will not commence without this sinned or000sal. I. Scope of Work Provide electrical engineering construction phase services as required for the replacement of the existing runway lighting and circuit cables. The CA scope shall include installation of new REILS and the replacement of the existing PAPI lamps. The following tasks will be performed under the terms of this proposal. A. Construction Administration Services, including: I. Attend Pre -Construction Conference 2. Response to contractor RFIs 3. Shop drawing review 4. Final inspection & punch list 5. Prepare As -built record drawings II. Exclusions 1 Additional Services The following items are not included in the base Scope of Work: A. Airfield lighting design B. Client Changes after Final Documents I Oh tie Brilliant 187 of 215 [Proposal 2023-13 — CA for RW 5-23 @ X26] III. Fee OHMEGA proposes to furnish the aforementioned professional consulting services in accordance with the above conditions for the sum of Eight Thousand Nine Hundred Ninety Dollars (US$ 8,990.00) for construction phase services. This proposed fee shall be valid for a period of 30 days from the date of this Agreement After 30 days, the fee will be evaluated to compensate for direct labor cost escalations. TERMS & CONDITIONS OHMEGA (hereafter referred to as Consultant) shall perform the services outlined in this proposal letter agreement for the stated fee. IV. Additional Services Any required work not covered under the Scope of Work is not covered in this Proposal. All Additional Services incurred as a result of Client changes will be charged on an hourly basis not to exceed those indicated in the table below. Additional Services will not be performed by OHMEGA without prior written authorization from the Client. Classification Hourly Rate Principal Engineer 1 Project Director $ 333.10 Sr. VP / Sr. Project Manager $ 195.36 Sr. Project Manager $ 162.79 Project Engineer $ 130.22 Sr. Design Technician 1 CADD $ 104.71 Design Technician 1 CADD $ 67.02 Office Manager $ 80.39 Clerical 1 Admin Asst $ 58.03 V. Reimbursable Expenses All reimbursable expenses incurred during the performance of the Scope of Work will be invoiced as charged at a multiplier of 1.1 during the first 30 days of the invoice. After 30 days, this shall be subject to the 1.5% late payment charge as outlined in Section XII. These expenses may include reproducibles such as blueprints, copies, photographs, large format plots as well as courier, mail, etc. Reimbursable expenses include actual expenses incurred by OHMEGA directly or indirectly in connection with the project V1. Standard of Care The Consultant's services shall be performed in a manner consistent with that degree of skill and care ordinarily exercised by practicing design professional performing similar services in the same locality, at the same site and under the same or similar circumstances and conditions. The Consultant makes no other warranties, expressed or implied, with respect to the services rendered hereunder. VI1. Design Professional Indemnity The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Consultant's negligent performance of professional services under this Agreement and that of its subconsultants or anyone for 2 188 of 215 [Proposal 2023-13 — CA for RW 5-23 @ X26] whom the Consultant is legally liable. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Client's negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable. Neither the Client nor the Consultant shall be obligated to indemnify the other party in any manner whatsoever for the other party's own negligence or for the negligence of others. Notwithstanding the foregoing agreement to indemnify and hold harmless, the parties expressly agree that the Consultant has no duty to defend the Client from and against any claims, causes of action, or proceedings of any kind. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by an applicable statute of repose or statute of limitations. VII1. Limitation of Liability To the fullest extent permitted by law, the total liability in the aggregate, of Consultant and Consultant's officers, directors, employees, agents, and independent professional associates, and any of them, to Client and any one claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to Consultant's services, the project or this Agreement, from any cause or causes whatsoever, including but not limited to, the negligence, errors, omissions, strict liability, breach of contract, misrepresentation, or breach of warranty of Consultant or Consultant's officers, directors, employees, agents, and independent professional associates, and any of them, shall not exceed the total compensation received by Consultant under this Agreement or the total sum paid on behalf of or to the Consultant by the Consultant's insurers in settlement or satisfaction of Owner's claims under the terms and conditions of Consultant's insurance policies applicable thereto, whichever is greater. IX. Third -Party Beneficiaries Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or the Consultant. The Consultants services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against the Consultant because of this Agreement or the performance or nonperformance of services hereunder. The Client and Consultant agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision. X. Consequential Damages Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor the Consultant, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and the Consultant shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. XI. Termination This agreement may be terminated by either party by giving seven (7) days written notice in the event of substantial failure to perform in accordance with the terms herein by the other parry through no fault 189 of 215 [Proposal 2023-13 — CA for RW 5-23 @ X26] of the party initiating the termination. If this Agreement is terminated, the Client shall pay OHMEGA for the work satisfactorily completed up to the date of termination or suspension. The Client shall provide for fair notice and opportunity to cure before termination. XI1. Project Delivery Schedule The Client and Consultant are aware that many factors outside the Consultant's control may affect the Consultants ability to complete the services to be provided under this Agreement. The Consultant will perform these services with reasonable diligence and expediency consistent with sound professional practices. The Consultant shall prepare and submit for Client approval a schedule for the performance of the Consultant's services. This schedule shall include reasonable allowances for review and approval times required by the Client, performance of services by the Client's consultants, and review and approval times required by public authorities having jurisdiction over the Project. This schedule shall be equitably adjusted as the Project progresses, allowing for changes in scope, character or size of the Project requested by the Client, or for delays or other causes beyond the Consultant's reasonable control. NOTICE OF MAY If the Consultant becomes aware of delays due to time allowances for review and approval being exceeded, delay by the Contractor, the Client, the Client's consultants or any other cause beyond the control of the Consultant, which will result in the schedule for performance of the Consultant's services not being met, the Consultant shall promptly notify the Client. If the Client becomes aware of any delays or other causes that will affect the Consultant's schedule, the Client shall promptly notify the Consultant. In either event, the Consultant's schedule for performance of its services shall be equitably adjusted. XII1. Ownership of Documents All documents produced by OHMEGA under the terms of this agreement are copyrighted solely for the use on the subject project and shall remain the property of The Ohmega Group and may not be reused by the Client for any other purpose without the written approval of The Ohmega Group. Where approved by The Ohmega Group, a reuse fee shall be required prior to the authorized reuse of the design documents. XIV. Payment Schedule Final Payment shall be received no more than Thirty (30) days of the date of the invoice. In the event Payment is dependent of the Client's receipt of payment from a third party for services herein, Client may make payment to OHMEGA within the lesser of ten (10) days of receipt of payment from the third party or within forty-five (45) days of the date of the invoice. Any amounts due, but not paid when due, will bear a late payment charge of 1.5 % per month for all outstanding invoices. These costs are necessary to cover the interest charges on our corporate line -of -credit and operating expenses to fulfill our financial obligations. In the event of excessive late payments, OHMEGA may exercise its right to stop work until payment is received. The Client shall be responsible for all collection fees, court fees and attorney fees as required to collect outstanding unpaid balances. XV. Entire Agreement This Agreement shall be governed by and construed according to the laws of the State of Florida. This Agreement constitutes the entire and integrated Agreement between the Client and OHMEGA and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may only be amended, supplemented, modified, or canceled by written instrument by an authorized representative of each party. 4 190 of 215 [Proposal 2023-13 — CA for RW 5-23 @ X26] Mark A. Morley, PE, RCDD President This is your authorization for OHMEGA to complete the Scope of Work as outlined above according to conditions of this Proposal. Acceptance Signed by: Date: Print name: When both parties sign this proposal, this instrument constitutes a legal and binding contract between the parties under the laws of the State of Florida. 5 191 of 215 Al)h6l OH A EGA The Ohmoga Glo«P, INC I I 9 COrtstructlo ATTEND PU CONSTRUCTION MEETING REVIEW SHOP DRAWING SUBMITTALS RESPOND TO RFT, FINAL PUNCH LIST INSPECTION PREPARE AS-BU ILTRECOAD DRAWINGS ZS N. Mahn S- ( Suiu 100A pduerrrs.. 12202 T:$"7.;SI1 w.vr.OMngdGroa4.cem Senior Principal Englns.,iPrnject Sanlor P-Ject Srnlar Dedgn SaR Dnlgn Engineermir.cmr Manager Engineer T.chnici.n T.dnidan OtFu Mansgy Rate 711397 $6694 SS5.70 $)462 $2293 92740 TOTAL a s 4 4 B { 4 i 4 4 B 4 B II TOTAL HOURS B 16 0 10 11 0 11 TOTAL DIRECT LABOR $911.76 S1.069AS $0.00 369L40 50.00 $0,00 $2.673.61 OVERHEAD 0 ITS% $4,678.83 PROFIT 0 10% 1715.24 TOTAL BURDENED LAMA 0 1.01 56,067.69 Canrnvst e- Adminht4ad.n Phu. • Direct LsBnt • Tetd Fee 36,087.691 LBdt I Rota I 10 COn 90�dm1D Cern l4 a-0]Le�Llier Mi.. 10a Mircellsneeur Dlryct A Reproducuan)Rtppgraptdn 0 $100.W 9. Shi," I C6n w 0 $50.00 104. Relm6orsl1le Cosa A Air Trsrel {H or THpq 0 $300.00 B. Car K.-I (0 d D,F6J 0 $80.00 C. Ledring (I$ of Nigh.) 0 $150.00 O. M&W Ip er Mdo) WO $0.59 E. Mdr A lncidennl Espmses la d Days) 3 ;6100 I Cornvuctkm Adrrdekrrrarion Phu* -Od-Cara -Torsi Fee TOTAL CONSTRUCTION ADMINISTRATION PHA3R/(9+1 )) I 70TAL.MQURS ! li TOTAL BASIC SERVICES SUMMARY DIRECT LABOR EXPENSES 60%DESIGN PHASE $0.00 $0.00 100% DESIGN PNASE ;000 $0.00 BI DDING SERVICES $0 DO $0.00 CONSYRUCTION ADMINISTRATION PHASE M087.69 $902S5 $9.08769 $90255 0 20 TOTAL HOURS $0.00 0 $0.00 0 $0.00 0 19 990.24 44 $6,990.00 44 n % OF FEE 0,00% 0 OG% 0 GGx 100. DO% I GO DD% SO.00 SO.oG f0.00 5719-5$ $la1,a0 5991.55 58,990.241 44.- $8,990.00l 6ERASTIAN-ROSEL"D MUNIOPALAIRPORT(X26) Pans 101 $EBASTIAN, FLORIDA CA lar RUNWAY 5-23 LIGHTING REPLACEMENT )r41202) 192 of 215 Irerracon Letter of Transmittal To: Infrastructure Consulting & Engineering Date: Attention: Hamed dafarian, P.E. (hamed. jafarian@ice-eng.com) Subject: QA Materials Testing Services Phone No.: Project: Sebastian Airport Runway 5-23 Rehab Proposal No. Sebastian, Florida Delivery By: ❑ Hand ❑ Regular Mail ® Attached ❑ Under Separate Cover ❑ Letters ❑ Reports ❑ Invoice ❑ Maps Please find the items listed below for the above -referenced project: Qty Unit Description 1 - - - Materials Testing Estimate (Exhibit A) 1 - - - Agreement for Services March 21, 2023 (813) 305-0164 PH6231007 ❑ DHL ❑ Drawings ® Contract/Proposal ® Fax/ E Mail If you did not receive the items listed above or if you have any questions, please do not hesitate to contact us. Message: Hamed, As requested, we will provide QA Materials Testing Services for the Sebastian Airport Runway 5-23 Rehab project in Sebastian, Florida for an estimated fee of $29,830.00. A breakdown of the estimated fee is shown in more detail in Exhibit A -- Materials Testing Estimate. If you would like us to proceed, kindly sign the attached Agreement for Services and return it in its entirety, If you have any questions, please call me at (772) 343-9787. Thank you, West Palm Beach 1225 Omar Road West Palm Beach, Florida 33405 Phone: 561.669.4299 Fax: 561,689.5955 ❑■ Fort Lauderdale 3350 NW 53rd Street, Suite 105 Fort Lauderdale, Florida 33309 Phone: 954.730.9114 Fax: 954.730.9115 Signed: Kimberly Roberts Project Manager ►4 Port St. Lucie 645 NW Enterprise Drive, Suite 107 Port St. Lucie, Florida 34986 Phone: 772.343.9787 Fax: 772.343.9404 Toll Free 877-643-6832 www.terracon.com F Sarasota 8260 Vico Court, Unit B Sarasota, Florida 34240 Phone: 941.379.0621 Fax: 941.379.5061 Geotechnical - Materials Testing - Facilities - Environmental 193 of 215 Irerracon MATERIALS TESTING ESTIMATE Item No. 1 2 3 4 5 6 7 8 Item No. 1 2 3 4 5 6 7 8 Sebastian Airport Runway 5-23 Rehab Sebastian, Florida Task 1: Field Testing Services Item Description Hours/ No. of Quantity Unit Trip T?�s Concrete Engineering Technician 5 12 60 Hour - includes hrs for next day cyl pickup 0 Hour Earthwork Engineering Technician 0 Hour TripNehicle Charge 12 Each Task 2: Laboratory Testing Services Item Description I No. of Units Quantity unit Concrete Compressive Strength Testing 4/set 12 Set Proctor (Standard or Modified) 0 Each Percent Passing the No. 200 Sieve 1/proctor 0 Each Limerock Bearing Ratio (LBR) 0 Each Rate $ Proposed Cost $ 65.00 $ 3,900.00 $ 65.00 $ - $ 65.00 $ - $ 75.00 $ 900.00 Sub -Total $ 4,800.00 Rate Proposed Cost $ 75.00 $ 900.00 $ 130.00 $ - $ 45.00 $ - $ 320.00 $ - Sub -Total $ 900.00 Task 3: Asphalt Plant Testing Services Item No. Description Hrs! Trip No. of Quantity Unit Rate Proposed Cost Trips 1 Asphalt Plant Technician 10 20 200 Hour $ 85.00 $ 17,000.00 2 TripNehicle Charge 20 Each $ 75.00 $ 1,500.00 3 $ 4 $ - Sub -Total $ 18,500.00 Task 4: Coordination, Engineering & Reporting Services I Item No. 9 2 3 Description Quantity Unit Rate Proposed Cost Principal Engineer 10 Hour $ 185.00 $ 1,850.00 Project Manager 20 Hour $ 150.00 $ 3,000.00 Administrative Support 12 Hour $ 65.00 $ 780.00 Sub -Total $ 5,630.00 I Total Estimated Cost: 1 $ 29,830.00 1 Terracon Consultants, Inc. 645 NW Enterprise Drive, Suite 107 Port St. Lucie, Florida 34997 Exhibit4kf215 �%rracorr Reference Number. PHB231007 AGREEMENT FOR SERVICES This AGREEMENT is between Infrastructure Consulting & Engineering, PLLC ("Client") and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the Sebastian Airport Runway 5-23 Rehab project ("Project"), as described in Consultant's Proposal dated 03/21/2023 ("Proposal"), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 7. Scope of Services. The scope of Consultant's services is described in the Proposal, including but not limited to the Scope of Services section ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and If Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated Into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may Invoice Client at least monthly and payment is due upon receipt of Invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts In line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. S. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product Is limited to Client, and Is not intended for third parties other than those who have executed Consultant's reliance agreement, subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of Services on the project. S. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance In accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (il) commercial general liability insurance ($2,000,000 occ / $4,000,000 agg); (III) automobile liability insurance ($2,000,000 B.I. and P.D. combined single limit); (iv) umbrella liability ($5,000,000 occ / agg); and (v) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. Page 1 of 2 iF�p"o17173� �%rracom Reference Number. PHB231007 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue Its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically Included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures Indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and property scheduled in order for the Services to be performed In accordance with the plans, specifications, contract documents, and Consultant's recommendations. No claims for loss or damage or injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client Is adequate and sufficient for Client's intended purpose. Client Is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and Ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Unless otherwise stated In the Proposal, Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any third parties, including Client's contractors, subcontractors, or other parties present at the site. In addition, Consultant retains the right to stop work without penalty at any time Consultant believes it is in the best interests of Consultant's employees or subcontractors to do so in order to reduce the risk of exposure to unsafe site conditions. Client agrees it will respond quickly to all requests for information made by Consultant related to Consultant's pre -task planning and risk assessment processes. PURSUANT TO SECTION 558.0035 OF FLORIDA STATUTES, AN INDIVIDUAL EMPLOYEE OR AGENT OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE. Consultant: Terracon Consultants, Inc. By: Date: 3/21 /2023 Name/Title: David T Youngstrom / Office Manager 1 Address: 645 NW Enterprise Dr Ste 107 Port St Lucie, FL 34986-2261 Phone: (772) 343-9787 Fax: (772) 343-9404 Email: Dave.Youngstrom@terracon.com Client: Infrastructure Consulting & Engineering, PLLC By: Date: Hamed Jafarian, P.E. / Senior Project Name/Title: Manager Address: 5550 W. Idlewild Ave Suite 115 Tampa, FL 33634 Phone: (813) 30"164 Fax: Email: hamed.jafarian@ice-eng.com Page 2 of 2 ftbi11B anoF SEAT' �\ HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetina, Date: July 12, 2023 Auenda Item Title: Approval to name Miller Construction Company as the Design -Build firm to be used in response to RFQ 23-01 - Desicn-Build Four _t4j Airport Hangars at Sebastian Municipal Airport and authorizing negotiations for a Guaranteed Maximum Price (GMT) contract. Recommendation: Staff recommends City Council select Miller Construction Company as the Design -Build firm to design and construct Four (4) Square 60'x60' Hangars to provide new leasable aircraft storage space; and authorize the City Manager to negotiate a Work Services Agreement with a GMT for City Council approval. Background: On September 28, 2022, City Council passed Resolution R-22-30 approving a FDOT Public Transportation Grant Agreement (PTGA) allowing $1,570,000 in funds for the construction of Four (4) Square Hangars on previously prepared sites. Following the published invitation of RFQ 23-01, an evaluation committee independently scored and unanimously recommended Wright Construction Group, Inc., to be used for this project. Wright Construction Group, Inc. was unable to meet the budget criteria set forth by the City of Sebastian from the accepted FDOT grant. Negotiations have subsequently been terminated. Miller Construction Company was the second -highest scored submission in the tabulated RFQ process. They have confirmed their interest in negotiating a Work Services Agreement and GMP for the project. This Agenda Item Does Require the Expenditure of Previousir Apuroved Funds Total Budget: $1,570,000.00 FDOT $1,256,000.00 City Match $314,000.00 Attachments: 1. RFQ 23-01 Scoring Tabulation 2. Resolution R-22-30 Administrative Services Department Review:' /-�-� __1J City Attorney Review: /! Procurement Division Review, if applicable: Gam'' ICJ A�City Manager Authorisation: Date: a odd 197 of 215 onaF SEELASTL&N ft� ''Mow HOME OF PELICAN ISLAND Evaluation Meeting: March 20, 2023 RFQ#23-01, Design -Build Four (4) AirportHangars Jeff Sabo Lisa Frazier Wayne Eseltine Miller Construction 400 360 240 REX Construction 330 270 210 C & R Technical 250 102 - 180 Paul Jacquin & Son 250 160 180 PB Builders 360 220 300 Ahrens 300 220 210 C & D Construction 210 200 360 Wright Construction 320 400 360 SEMCO Construction 350 290 270 Administrative Services Department Procurement Division 1225 Main Street Sebastian, FL 32958 (772) 388-8232 Total 1000 810 532 590 980 730 770 1,080 910 Rank 2 5 9 8 4 7 6 1 3 Upon review of the proposals from the submittals, the Evaluation Committee recommends the following for award and authorization to negotiate a Guaranteed Maximum Price Agreement: Wright Construction Group, Inc. Page IofI 198 of 215 RESOLUTION NO. R-22-30 A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PUBLIC TRANSPORTATION GRANT AGREEMENT (PTGA) WITH THE FLORIDA DEPARTMENT OF TRANSPORTATION FOR THE FUNDING OF GRANT NUMBER FM445949-1-94-01 "CONSTRUCT SQUARE HANGARS" AT THE SEBASTIAN MUNICIPAL AIRPORT; PROVIDING FOR CONFLICT; PROVIDING FOR SEVERABILITY; PROVIDING FOR SCRIVENER'S ERRORS; AND PROVIDING FOR AN EFFECTIVE DATE. Whereas, the Florida Department of Transportation (FDOT) has extended a Public Transportation Grant Agreement (PTGA), FM Grant Number 445949-1-94-01 for the Design and Building of four (4) square hangars at Sebastian Municipal Airport providing for 80% of the actual project cost, project cost not to exceed $1,570,000.00; and Whereas, the City of Sebastian agrees to the conditions of such funding, NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SEBASTIAN, as follows: Section 1. AUTHORIZATION. The City Manager is hereby authorized to execute said Public Transportation Grant Agreement #FM445949-1-94-01 on behalf of the City. Section 2. CONFLICTS. All resolutions or parts of resolutions in conflict are hereby repealed. Section 3. SEVERABILITY. The provisions of this Resolution are intended to be severable. If any provision of this Resolution is determined to be void or is declared illegal, invalid, or unconstitutional by a Court of competent jurisdiction, the remainder of this Resolution shall remain in full force and effect. Section 4. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of further action of City Council by filing a corrected copy of same with the City Clerk. Section 5. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. 199 of 215 The foregoing Resolution was moved for adoption by Council Member The motion was seconded by Council Member and, upon put to a vote, the vote was as follows: Mayor Fred Jones Vice Mayor Chris Nunn Council Member Bob McPartlan Council Member Kelly Dixon Council Member Ed Dodd The Mayor thereupon declared this resolution duly passed and adopted this day of July, 2023. ATTEST: Jeanette Williams, City Clerk CITY OF SEBASTIAN, FLORIDA Mayor Fred Jones Approved as to form and legality for reliance by the City of Sebastian only: Jennifer Cockcroft, City Attorney 200 of 215 ON l: OF N HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetin,= Date: July 12, 2023 Agenda Item Title: City Council Approval of the Final Project Report Prepared by Pavement Management Group Inc. (PMG). Recommendation: Staff Recommends Approval of the Final Project Report Prepared by Pavement Management Group, Inc. Back round: In January of 2022 Council approved a "piggybacking" contract with Pavement Management Group (PMG) for pavement management services. The contract required an assessment of our City roads to determine the average pavement index rating. This is routinely assessed on a three to five year basis, and was last completed in 2018/2019. Between January and November 2022 PMG drove all City owned roads documenting their condition. In this report they have documented the condition of each individual City road as well as compiled the information to determine the City has an average 72 point rating on the Pavement Condition Index, or PCI score. Therefore, on average, our City roads fall within the "Good" condition category. The analysis in 2018/2019 found an average score of 75, showing our PCI has only decreased 3 points. This shows that our efforts of reconstruction and repaving as well as pavement preservation have been working to greatly reduce the rate at which our PCI index has changed. We are requesting Council formally approve this Pavement Management Group, Inc. Final Project Report. With this approval staff will move forward with finalization of the City's paving and preservation plan through fiscal year 2028. If Aaenda Item Reauires Expenditure of Funds: Budgeted Amount: $38,900 Total Cost: $38,900 Funds Utilized for Appropriation: Local Option Gas Taxes Attachments: 1. Pavement Management Group, Inc. Final Project Report Administrative Services Department Review; /� l,_ _ ` �� , t <V�� City Attorney Review - Procurement Procurement Division view, if applicable: Gam?-- City Manager Authorization: Date: 7/VP o a ) - - 201 of 215 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT TABLE OF CONTENTS EXECUTIVESUMMARY................................................................................................................................................2 2022 ROADWAY NETWORK SUMMARY ................................ .............2 .................................................................... INTRODUCTION..........................................................................................................................................................2 CONDITION ASSESSMENT PROCESS...........................................................................................................................3 PAVEMENT DISTRESS DEFINITION..........................................................................................................................3 PCI AND CONDITION CATEGORY DEFINITION ........................................................................................................ EXAMPLES OF ROADWAY CONDITIONS.....................................................................................................................5 EXCELLENTCONDITION..........................................................................................................................................5 VERYGOOD CONDITION.........................................................................................................................................6 GOODCONDITION..................................................................................................................................................6 FAIRCONDITION.....................................................................................................................................................7 POORCONDITION...................................................................................................................................................7 VERYPOOR CONDITION.........................................................................................................................................8 FAILED.....................................................................................................................................................................8 NETWORKCONDITION RESULTS................................................................................................................................9 CONDITIONGRAPHS...............................................................................................................................................9 GISCONDITION MAP............................................................................................................................................... 11 LOCAL AGENCY CONDITION COMPARISON............................................................................................................. 12 CONCLUSION........................................................................................................................................................... 13 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT EXECUTIVE SUMMARY The City of Sebastian contracted with Pavement Management Group (PMG) to provide a turn -key Pavement Management Program (PMP). The backbone of PMG's turnkey PMP is the PAVER Pavement Management System (PMS) which provides specific tools such as pavement modeling, maintenance decision trees and budget/target driven scenarios maximizing the return on investment from available maintenance and rehabilitation funds, generating a prioritized plan, and identifying specific areas in need of maintenance and rehabilitation. • Verify and setup any new pavement network inventory • Provide an HD video of each pavement section • Determine total samples to inspect per section • Identify all distress types, severity levels and quantities within through ASTM D6433-20 • Calculate the Pavement Condition Index (PCI) for each pavement section • Assign all pavement management data to GIS • Create GIS current condition map • Provide an HTML based condition map with geo located streaming HD video • Provide a complete inventory and condition listing of each pavement section • Provide a final report of findings • Provide continued support services 2022 ROADWAY NETWORK SUMMARY • 151 centerline miles • 248 lane miles (lane = 12 feet wide) • 15,704,016 square feet • 1,412 management sections • Average network PCI is 72 • Average network condition category of GOOD INTRODUCTION PMG was contracted by The City of Sebastian to provide pavement management services for their 151- centerline mile (248 lane mile) roadway network. Through these services a field inventory setup of any new roads, an inventory review and inspections were performed on all 1,412 management sections within the network. Alf inventory items were added or updated within their PMS database and a PCI was calculated for each section. HD videos were taken at each section location (from beginning to end of section). This provides for a virtual, high -definition account of the roadway network, and provides value in a variety of ways such as condition review and network level decision making from the office. This report provides a thorough definition of the inspection process performed as well as the condition results of our project. 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT CONDITION ASSESSMENT PROCESS PMG adheres to the ASTM D6433-20 standard for assessing the condition of asphalt and concrete surfaces. Our skilled inspection team reviews high -definition video of each pavement section in conjunction with our proprietary artificial intelligence (Al) model to identify and document the distress types, severity levels, and quantities that are occurring. The data goes into the PAVER TM Pavement Management System (PMS) for Pavement Condition Index (PCI) calculation, resulting in a PCI score for each management section within the network(s). PAVEMENT DISTRESS DEFINITION 20 possible distress types can occur within asphalt -based surfaces and 19 possible distress types that can occur within a concrete surface. The U.S. Army Corps of Engineers publishes the Asphalt Distress Manual and the Concrete Distress Manual. These manuals describe each distress type, the criteria to determine each severity level (low, medium, high), and how to measure each. The asphalt and concrete distress types are highlighted below in Figure 1. 01— Alligator Cracking 06 — Depression 11— Patch/Utility Cut 16 — Shoving 02 — Bleeding 07 — Edge Cracking 12 — Polished Aggregate 17 — Slippage Cracking 03 — Block Cracking 04 — Bumps and Sags 05 - Corrugation 21— Blow Up/Buckling 22 — Corner Break 23 — Divided Slab 24—Durability Cracking 25 - Faulting 08—Joint Reflection 09 — Lane/Shoulder Drop 10 — L&T Cracking 26 —Joint Seal Damage 27 — Lane/Shoulder Drop 28 — Linear Cracking 29 — Large Patch/Utility Cut 30 —Small Patch 13 — Pothole 14 — Railroad Crossing 15 — Rutting 31— Polished Aggregate 32 — Popouts 33 — Pumping 34 — Punchout 35 — Railroad Crossing Figure 1. Asphalt and Concrete Distresses 18 — swell 19 — Raveling 20 — Weathering 36 — Scaling 37 — Shrinkage Cracks 38 — Corner Spalling 39 —Join Spalling 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT PCI AND CONDITION CATEGORY DEFINITION The PCI is on a scale of 0 —100 with 0 being the worst and 100 being the best. PAVER calculates it through the input of distress type, severity, and quantity information. Figure 2 illustrates the factors that go into the PCI and the 7 condition categories of the PCI. DISTRESS SEVERITY It DISTRESS0 PCI TYPE I DISTRESS QUANTITY Figure. 2 Factors Determining PCI Value To further simplify the PCI, the following condition categories along with the recommended maintenance action for each has been created by PMG: EXCELLEN REJUVENATOR/DO NOTHING 92 100 VERY GOO b � CRACK SEAL/MICROSURFACING 82 91 GOOD MICROSURFACING/CAPE SEAL 68 81 FAIR CAPE SEAL/MILL & OVERLAY 50 67 POOR MILL & OVERLAY 35 49 MY 3" MILL AND OVERLAY 20 34 FULL DEPTH RECLAMATION 0 19 Table 1. Condition Category Values of 215 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT EXAMPLES OF ROADWAY CONDITIONS During the inspection process, high resolution video was captured for each management section. A snapshot from several videos have been chosen to provide as documentation for this report of the inspected section location and serves as visual identification as to what types of distresses are occurring within the pavement section. The following 2022 images of pavements from within the Roadway Network provide a sense of what various PCI levels look like: EXCELLENT CONDITION • the " IR Svq 3tS' (h =}?� T• yP ��r �L 3 — '�'�r-. 1 .c � i b �M+{. r �..�,�����" �'�'�T ;� �. �•�' 1.}~ -lei wr; F ;.� / !'.. S.r .r. �ti I-?_wli�"4�Mri 4fi ��5 '�i'�'Ti,i J�'.# � t°�j.t�ry�4�i" .� r •' * ���'. }_�� ` w* �f7 '�- ,j i. ri � �I j• i�.i, ;y�,` ,,.?1i� �L:Y` "� .t'1`���,`,v'ti FLAMINGO AV I SECTION 01 1 PCI 97 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT NETWORK CONDITION RESULTS After completion of the 2022 pavement management project, PMG has determined that the average PCI for Sebastian's 248 lane mile (151 Centerline Mile) roadway network is a 72 and considered to be in Good condition. Table 2 displays the condition summary data by category across the network while Figure 3, illustrates the condition by pavement area breakdown in graph form. A complete Inventory and Condition Report in Excel spreadsheet was provided as a part of this project deliverable. 78 8.6 14.86 941,256 5.99% 93 205 22.65 39.82 2,523,176 16.07% 86 678 67.65 109.40 6,931,683 44.14% 75 369 42.15 67.55 4,279,703 27.25% 60 69 8.73 13.77 872,506 5.56°% 45 12 1.45 2.36 149,252 0.95% 30 1 0.06 0.10 6,440 0.04% 19 1412 151 248 15,704,016 100% Table 2. Condition Summary CONDITION GRAPHS NUMBER OF SECTIONS BY CONDITION CATEGORY i2 ❑i 69 78 205 369 678 EXCELLENT VERY GOOD GOOD FAIR POOR VERY POOR ■ FAILED 211 of 215 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT CENTERLINE MILES BY CONDITION CATEGORY 1.45 U.06 1 ■ EXCELLENT ■ VERY GOOD ■ GOOD -FAIR POOR ■ VERY POOR ■ FAILED PAVEMENT AREA BY CONDITION CATEGORY 872,506 149,252 6,440 1341,256 ■ EXCELLENT ■ VERY GOOD ■ GOOD -FAIR POOR ■ VERY POOR ■ FAILED Figure 3. Sections, Centerline Miles, and Pavement Area by Condition Category 2 of 215 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT GIS CONDITION MAP PMG assigned all pavement management data to GIS and will provide the shapefile to the agency. This allows for a wide variety of mapping options within both ESRI's ArcGIS and Google Earth. The following shows an example of a Latest Condition Map that has been created in both GIS and Google Earth for illustrative purposes. An ANCI Size C plot ready pdf version has been provided as a part of the project deliverable. � PA.- -I qll,.q PAVCMCW MANAGCM WGADJP SEBASTIAN, FL 2022 ROADWAY CONDITIONS Figure 4. Roadway Section Latest Condition maps N cnnDmans EXCELLENT VERY GOOD GOOD FAIR POOR VERY POOR -VAII.ED 13 of 215 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT LOCAL AGENCY CONDITION COMPARISON PMG provides pavement management services to a wide variety of agencies within the Florida region, all on the ASTM D6433 standard and PCI 0 —100 scale. The following chart shows a condition comparison of several agency street networks within the local region: AVERAGE NETWORK CONDITION BY AGENCY 100 90 80 72 z 70 65 O n 60 z 0 U s0 40 z 30 20 10 0 82 68 71 SEBASTIAN 151 CL LAKE WALES 69 CL VERO BEACH 100 CL LAKE MARY 62 CL LONGWOOD 64 CL MILES MILES MILES MILES MILES AGENCY NAME Figure 5. Local Agency Condition Comparison 2022 PAVEMENT MANAGEMENT FINAL PROJECT REPORT CONCLUSION The PCI study provides for a PCI rating on each pavement section within the maintained roadway network. Based upon the distresses identified within each representative sample location inspected, a PCI number is assigned to each pavement section. This number is on a scale of 0 — 100 with 0 being the worst and 100 being the best. The City of Sebastian roadway network is approximately 248 lane miles (151 centerline miles) in size. Through the ASTM D6433-20 PCI study, PMG has determined the roadway network has an average PCI of 72 and is classified as being in GOOD condition. PMG would again like to thank you for the opportunity to provide Sebastian with this PCI study and our pavement management services. Our goal is to provide the highest level of services and support, providing our clients with the data, tools, and expertise necessary to be successful in their goals of pavement management. Should you require any additional information or support regarding this PCI study or the PAVER" PMS, please do not hesitate to ask. PAVEMENT MANAGEMENT GROUP JAMES GOLDEN IH Founder/CEO P: (740) 507-3842 E: James@PavementManagementGroun.com