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HomeMy WebLinkAboutAgreement_General_04/11/2019_Kimley -HornVILLAGE OF TEQUESTA ENGINEERING SERVICES WORK AUTHORIZATION STORMWATER UTILITY REVENUE SUFFICIENCY AND RATE EVALUA TION This Work Authorization authorizes Kimley-Horn and Associates, Inc. to perform work set forth herein and is issued pursuant to The Professional Engineering Services Agreement, between the Village of Tequesta ("Client" or "Villagem) and Kimley-Horn and Associates, Inc. ("Kimley- Horn" or "Consultanf), dated May 12, 2016 ("Agreement"). All terms and conditions of said Agreement are hereby incorporated and made part of this Work Authorization. PROJECT UNDERSTANDING The Village desires to have the Consultant perform an in-depth look at their current Stormwater Utility ("Utility") rate structure and revenue generation in support of upcoming capital/renewal and replacement projects. This analysis will include the following; • Preparation of a financial forecast to evaluate the current near-term fiscal position of the Utility, • Development of a prospective financing plan to fund the Utilities capital improvement/renewal and replacement program (the "Program"). • Determine projected expenditure requirements. • Make an evaluation of the overall sufficiency of the rate revenues to meet the Village objectives for sustained utility service, assistance in validating customer statistical information received from Palm Beach County regarding billing of the Utility. • Restructure the Village's existing Utility rates where appropriate. Based on our discussions with the Village, this Project will primarily consist of preparing a six - fiscal year financial forecast (current budget year plus an additional five fiscal years) of the service needs and expenditures for the Utility, developing a financial management benchmark analysis as part of a financial model to evaluate the financial position of the Utility, the development of the capital funding plan, and determination of the need for future user rate adjustments (if any) as appropriate in order to meet the overall financial needs and capital funding requirements of the Utility The Consultant shall engage Public Resources Management Group, Inc. (PRMG) as their sub - consultant for the performance of the financial aspects of this project. SCOPE Kimley-Hom will perform the following services: Task I — Data Acguisifion and Review: In order to perform the evaluation, it will be necessary to collect information from the Village at the beginning of the evaluation process in order to complete the financial forecast, A list of information required to be provided by the Village is contained in the "Information and Services Provided by The Village" Section of this Work Authodzation. Task 2 — Customer Statistical and System Demand Forecast: Based on an up -to -five-year histodcal trend of customer statistics, a six-year customer statistical forecast of the Utility will be prepared, The Test Year for the forecast will be Fiscal Year 2018 and the forecast period will consist of the Fiscal Years ending September 30, 2018 through 2023 (collectively the Test Year and the subsequent five-year forecast is referred to as "Forecast Pedod"). The Consultant will also review the current customer statistical information and estimated impervious surface area data received from Palm Beach County regarding the Village's Utility in order to test the accuracy of the information being provided to confirm that existing rates for service are being applied correctly to the existing customer base. Task 3 — Development of Revenue Protections from Existing Rates: This task involves the development of projections of the Utility rate revenues for the Forecast Period from existing rates recognizing: i) the results of the customer statistical forecast performed in Task 2; and ii) the Village's existing rates for service. Additionally, this task will involve a rate -revenue "reasonableness" test (reconcile model results to reported amounts on Village financial statements) to determine if the revenue model and billing determinants are reasonable relative to the modeling process. The Consultant will prepare a forecast of the Utility rate revenues from existing rates based on the customer forecast delineated above as currently allowed by Village ordinance. The customer and corresponding revenue forecast will serve as the basis for the review of net margins and availability of funds associated with the overall fiscal evaluation of the Utility. Task 4 — Development of Operating Expense Pro*ectilons: This task involves the development of the estimated amount of operating expenses required to be funded from Utility rates for the Forecast Period. The Consultant will work with the Village to identify changes in utility operations that may result due to the implementation of the anticipated Program for the Village, or as a result of changes in regulations or operating practices by the Village which may affect the operations of the Utility. The Consultant projections will be based on recent historical trends and changes in cost of providing service, estimates provided by the Village as it relates to ongoing operations, and the recognition of inflationary allowances for the general cost of operations. Finally, other operating expenses such as inter -fund transfers, administrative allocations, contingency reserves, insurance needs, and other expenses will be evaluated to determine that the full recovery of costs are reflected in the rate sufficiency analysis. Task 5 — Program Cost Development: The Consultant will work with the Village to identify proposed capital improvement and renewal/replacement projects within the Village dudng the Forecast Pedod and Wit develop conceptual opinions of probable cost to be used in the financial evaluation. Task 6 — Capital Improvement and Funding Analysis: This task involves a review of the Village's current budget and subsequent five-year or applicable capital Program requirements and other engineering planning documents, and the performance of a funding analysis to identify available sources of funds for financing of the Programs and the estimated impact on utility rate revenues associated with the capital funding program for the Forecast Period. This task will include the development of the estimated fund balance by individual fund / account and the development of a flow of funds analysis for liquidity evaluation purposes. Task 7 — Other Revenue Requirement Identification and Mana-gernent Dashboard: In order for the Village to meet the financial obligations of the Utility, the Consultant will review the financial aspects of the Village's utility systems 'in order to potentially recognize other revenue requirements or funding requirements that may need to be allocated or included in the rate analysis and in the development of the financial forecast model. This task will include assistance in the development of fiscal policies in terms of working capital maintenance, the funding of capital re -investment for long-term planning needs, the funding of other departmental capital or maintenance reserves for items such as vehicles and equipment, and the recognition of any other transfer requirements that may be associated with the Utility. The Consultant will develop a "management dashboard" to allow for the review of the financial position of the Utility and the ability to perform sensitivity analyses in order to finalize the financial forecast. The Consultant will work with the Village to identify any fiscal policies and financial performance targets that will provide guidelines and support for the financial forecast and revenue sufficiency fiscal policies necessary to address the need for goals related to financial performance indicators, such as debt service coverage ratios and reserve fund levels which the Village may deem necessary. Task 8 — Rate Design Analysis: The Consultant will review the Village's existing Utility rate structure and recommend changes as necessary in order to align future cost recovery with the cost of providing service to the customers. Task 9 — Rate Comparisons with Neighboring Utilities: The Consultant will prepare a rate comparison of the Village's existing Utility rates, rate structure and impervious surface area per unit costs with other neighboring, utilities and illustrate the potential customer impact on any recommended rate adjustment associated with the development of the financial forecast and rate evaluation. Task 10 — Development of Not Revenue Reciulrements. Rate Impact Analyses and Staff Presentation: Based on the results of the aforementioned tasks, the Consultant will prepare a summary of the total net revenue requirements of the Utility and the accompanying rate impact requirements for each fiscal year of thq Forecast Period. A meeting with Village staff will be held in order to present the results of the initial study findings and observations. Based on the results of the Village staff meeting, the Consultant will make modifications to the analysis prior to the presentation of the utility rate and financial evaluation to the Village Council. Task I I — Report Preparation and Presentation: The Consultant will prepare a technical memorandum in support of the evaluation of the sufficiency of rates to meet the expenditure requirements of the Utility, which encompasses the financial plan and capital the Program funding analysis. This task will also include a presentation of financial ratios and targets to illustrate the overall financial position of the Utility in relation to the funding needs, especially as it pertains to the Program requirements. Task 12 — Meetinns: During the course of this project, it is anticipated that the Consultant will attend a total of two (2) on-site meetings with the Village and attend one (1) WebEx (teleconference) meetings to present ongoing results with Village staff. ADDITIONAL SERVICES Any services not specifically provided for in the above scope, as well as any changes in the scope requested by the Village, will be considered additional services to this Work Authorization and will be performed based on subsequent Work Authorizations approved prior to performance of the additional services. INFORMATION AND SERVICES PROVIDED BY THE VILLAGE Kimley-Horn assumes that all information provided by the Village can be relied upon in the performance of professional services. The following information shall be provided to Kimley- Horn and/or the following services will be performed by the Village. • Customer statistical information required to develop a detailed revenue model for rate estimation purposes as it relates to the service area needs. • Utility financial and billing data. • Customer usage profiles. • Stormwater utility rate resolutions. • Comprehensive Annual Financial Reports. • Information regarding the operating expenses of the Utility. • Information regarding the funds availability by type of fund. ASSUMPTIONS AND CLARIFICATIONS The scope of work and fees stated in this Work Authorization are based on the following assumptions and clarifications: 1 . The Owner will pay for any/all public advertisements and any general public mailings to residents if required. 2. Kimley-Horn is not giving advice or making recommendations with regard to municipal securities or financial products. If such advice or recommendations are needed, the Client should retain a Municipal Advisor registered with the Securities and Exchange Commission. SCHEDULE Kimley-Horn will complete the work set forth herein within 90 days after receipt of an executed Work Authorization and Purchase Order, with the goal of allowing the Village to present the findings of this evaluation at their July 11 th Council meeting. The schedule noted herein is exclusive of delays beyond the control of the Consultant and the timely delivery of the Information and Services Provided by the Village noted above. COMPENSATION Kimley-Horn will perform the services described in the Scope of Services (Tasks 1 thru 12 above) on a lump sum basis fee in the amount of forty-eight thousand and three hundred and fifty dollars ($48,350.00). (STORMWATER UTILITY REVENUE SUFFICIENCY AND RATE EVALUATION) Accepted by: Village of Tequesta r Kimley-Horn and Associates, Inc. 9 Ke in Schanen, P.E., Sr. Vice President Date: 4111 PROFESSIONAL ENGINE ERIN(,',' SERVICES AGREEMENT '11-11S A(;R1,'.1,,'MENT, betkveeri the Village of 1'equesta, a municipal corporation with offices located at 345 1'equesta Drive, 33469 (hereinafter referred to as the "Village,"") and Kinfley Florn & Associates,, Inc., a Florida corporation with offices located at 1920 Wekiva Way, West Pairn Beach, Florida 31411 (hcreinafwr referred to, as "Engincer") is entered into this i JL day of May, 2016, effectiveitninediately. WHEREAS, the Village, requires certain engincering services, including but not firynted to engineering services for its water utility/systern and general civil projects, hereinafter referred to in generul terms as "Work"; and WHEREAS, the Village has selected Engincer under the provisions of Sec. 287,055, Norida also known as the "Consultant's Comp e'tit ive Negotiation Act" (" CCN A") and desires to enter into a vconaiftuii,41 contract."' with 1.,.ngincer within the rneaning the CCNA for provision of or related services pursuant to this Agreement; and )IIHEIZEAS, the Engineer has represented to the Village that it is capable and prepared to provi i de such Work services under the terms and conditions set forth herein. NOW, THEREF(. RE, in consideration of the promises contained herein, the parties hereto aaree as follows: ARTIC1111".1 I - TERM, AGREEMENT NOT E ACLUSIVI' , This Agreement shall, remain in effect for a term of three (3)) years from the date of this Ao cerrient with three (3) one (1):year options to renew, unless otherwise terminated as provided herein at Article 11 Each optic),n to renew, shall be exercised automatieally unless either party gives notice to the otheral lea:A sixty (.60) days prior to the end of the term of its intent not to renew, Additionally. the parties may extend the Agreement upon mutually acceptable terms and conditions. Any such extension .shall be in writing and must be executed 1oy both parties. The extension may provide for the cotnpletion of, all tasks previously authorized by the Village in accordance with Article 2 unless terminated in accordance u-ith Article 13 hereinbelow, or allowed to lap ley failure to extend sante at the end of the term. Any and all CSA Work authorizations issued during the term of this Agree me (including any exteoshuns) shall remain in full ft)rce and eflect beyond the term of this Agreement (including any extensions) as set forth herein, unless otherwise terminated in accordance with Article 13 hereinbelow. Nothing in this Agreement shall prevent the Village from employing other eonsultants to pertbral the same or similar services, Ilie Village also retains the option, at its sole discretion, to perform any and all pnyfess iorial engineering services by utilizing Village eniployees or other engineers. page I of 10 PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR east provide the Village with copies of requested records, or allow such records to be inspected or copied., within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.070 1, Florida .Statutes, and other penalties under Sec. 119.10, Florida .Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal. or Bid are not disclosed except as authorized by law for the duration of the Agreement terra, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the 'pillage. Finally, upon completion of the Agreement, CONTRACTORshall transfer,, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records' required by the Village. if the CONTRACTOR transfers all public records to the 'pillage upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.. if the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records, records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the 'pillage's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOWS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT {S61) 768-0685, OR AT l cwiIIia ;) st %, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. ARTICLE 2 - SERVICES TO BE PERFORMED BY ENGINEER; INSTRUMENT OWNERSHIP 2.1 - Services Engineer shall perform certain professional general civil/engineering services and such other related services as may be required by the Village from time to time which are specifically authorized by the Village and set forth in a specific Scope of Services (herein referred to as the "Work'). Each such specific authorization will be referred to as a Consultant Services Authorization ("CSA"). Each CSA shall be designated as a consecutively numbered exhibit to this Agreement and shall be attached hereto and incorporated by reference as part of this Agreement. Each CSA form will set forth a specific scope of services, total amount of compensation and completion date. An individual CSA for projects costing Lip to twenty five thousand dollars ($25,000.00) must be approved by the Village Manager prior to commencement of any work by Engineer, as more particularly set forth below (2.3 — Process). For all projects valued in excess of twenty five thousand dollars ($25,000.00), the individual CSA must be approved by the Village Council prior to commencement of any work by Engineer. Typical projects that may be authorized include, but are not necessarily limited to the following: 1. Raw water pipe cleaning 2. Chemical feed system upgrade 3. Stormwater design 4. SCADA system upgrade 5. Filter Plant Upgrade 6. New MCC Room 7. Membrane Replacement 8. Aluminum Covers for Chlorine Tanks 9. All types of permitting 10. Roadway design 2.2 - Ownership All instruments of professional services including, but not limited to, documents, records, disks, original drawings and/or other information created and/or procured by Engineer for any authorized Project shall become the property of the Village upon completion of the work for which the asset was utilized and upon payment by the Village in accordance with the applicable CSA and Article 16. 2.3 — Process The Village and Engineer will confer prior to the issuance of any CSA to discuss the scope of the Work, the time needed to complete the Work, including phasing, if any, and the fees for services to be rendered in connection with the Work. Thereafter, Engineer will submit a proposed CSA to Village which shall state with specificity and detail the scope of Work, the time for completion, including Page 2 of 10 phasing, if any, and the fees. CSAs may divide the Work into individual tasks or phases, as discussed between the Village and Engineer prior to the issuance of the CSA. At the discretion of Village Manager, CSAs for certain general utility and civil services of minimal scope (those that do not exceed $15,000.00 total cost per CSA) may be issued verbally for purposes of expediency, but shall be followed up by Engineer with a written CSA as soon as practical. Additionally, at the discretion of Village, a written CSA for general Work services to be perfonned over a specified period of time (months, or years) may be issued. In such event, Engineer shall invoice Village from time to time, pursuant to Article 3 hereinbelow, against the agreed fees based on authorization from the Village Manager. Engineer shall commence no Work prior to receipt of Village authorization. Engineer shall not exceed the fee amount in any CSA without prior Village authorization. Village agrees to cooperate with Engineer at all times with the provision of plans or other data in the possession of Village and available in Village files for any Work authorized hereunder. ARTICLE 3 - COMPENSATION 3.1 - General The Village shall pay Engineer in accordance with each individual CSA; however such CSA shall be based upon the Fee Schedule attached hereto as Exhibit "A" and incorporated by reference as part of this Agreement. Such Fee Schedule may be adjusted by mutual consent of both parties. Compensation based upon such Fee Schedule will be negotiated as a lump sum price or as an hourly rate for each individual CSA as set forth in Article 2 hereinabove. Payments shall be made by Village to Engineer on a monthly basis, pursuant to Engineer's invoice for Work completed. 3.2 — Reimbursable Expenses All requests for payment of "out-of-pocket" expenses which may be eligible for reimbursement shall be included on the individual CSA applicable to the project. Copies of paid receipts, invoices or other documentation acceptable to the Village Manager may be requested by the Village for documentation sufficient to establish that the expense was actually incurred. No payment will be made for items not listed on the CSA unless approved by the Village Manager prior to the expenditure by Engineer. ARTICLE 4 - INSURANCE During the performance of the services under this Agreement, Engineer shall maintain the following insurance policies written by an insurance company authorized to do business in Florida: 1. Professional liability insurance with bodily injury limits of not less than $2,000,000 for each claim, and with property damage limits of not less than $2,000,000 for each claim. Page 3 of 10 2. General and Automobile liability insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits of not less than $500,000 for each accident, and any greater limits as may otherwise be required by law. 3. Workers' Compensation insurance in accordance with statutory requirements. Engineer shall finnish the Village certificates of insurance which shall include a provision that policy cancellation, non -renewal or reduction of coverage will not be effective until at least thirty (30) days written notice has been made to the Village. Engineer shall include the Village as an additional insured on the general and automobile liability insurance policies required by the Agreement. All of Engineer's subcontractors shall be required to include the Village and Engineer as additional insureds on their general and automobile liability insurance policies. Engineer shall not commence work under this Agreement or any CSA issued hereunder until all insurance required as stated herein has been obtained and certificates evidencing same are on file with the Village. ARTICLE 5 - STANDARD OF CARE Engineer shall exercise the same degree of care, skill and diligence in the performance of the services as is ordinarily provided by a comparable professional under similar circumstances and shall be obligated to correct services which fall below such standards at no additional cost to the Village. Engineer agrees that all services shall be performed by skilled and competent personnel. ARTICLE 6 - INDEMNIFICATION Engineer agrees to protect, indemnify, provide costs of defense and hold harmless the Village, its employees and representatives, from and against any and all claims and liabilities, including all attorneys' fees and court costs, including appeals, for which the Village, its employees and representatives, can or may be held liable as a result of injury (including death) to persons or damage to property to the extent occurring by reason of any negligent or intentional acts or omissions of Engineer, its employees or agents, including subcontractors, in the performance of services under this Agreement. Engineer shall not be required to indemnify the Village or its agents, employees or representatives when an occurrence results from the wrongful acts or omissions of the Village or its agents, employees or representatives. The terms and conditions of this Article shall survive the completion of all services, obligations and duties provided for in this Agreement as well as the termination of this Agreement for any reason. ARTICLE 7 - INDEPENDENT CONTRACTOR Engineer undertakes performance of the services as an independent contractor and shall be wholly responsible for the methods of performance utilized. Engineer shall not pledge the Village's Page 4 of 10 credit or make it a guarantor of payment of surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. Engineer further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. ARTICLE 8 - AUTHORITY TO PRACTICE Engineer hereby represents and agrees that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. ARTICLE 9 - COMPLIANCE WITH LAWS In performance of the services, Engineer will comply with applicable regulatory requirements, including federal, state, special district and local laws, rules, regulations, orders, codes, criteria and standards. ARTICLE 10 - SUBCONTRACTING The Village reserves the right, in its sole discretion, to accept or reject the use of a subcontractor and to inspect all facilities of any subcontractor to insure that the selected subcontractors will be able to perform properly under this Agreement. if a subcontractor fails to perform or make progress as required by any CSA and it becomes necessary to replace the subcontractor in order to complete the work in a timely fashion, Engineer shall promptly provide a replacement, subject to acceptance of the new subcontractor by the Village. ARTICLE 11- FEDERAL AND STATE TAXES The Village is exempt from federal tax and state sales and use taxes. Upon request, the Village will provide an exemption certificate to Engineer. Engineer is not exempt from paying sales tax to its suppliers for materials to fulfill contractual obligations with the Village, nor shall Engineer be authorized to use the Village's Tax Exemption Number in securing such materials. ARTICLE 12 - AVAILABILITY OF FUNDS The obligations of the Village under this Agreement and any CSA are subject to the availability of funds lawfully appropriated for its purpose by the Village Council of the Village of Tequesta. Engineer may rely on the execution of an individual CSA as evidence that funds have been appropriated. ARTICLE 13 - TERMINATION OF AGREEMENT This Agreement, or any CSA issued hereunder, may be terminated by either party with or without cause upon thirty (30) days prior written notice to the other. Unless Engineer is in breach of this Agreement, Engineer shall be paid for services rendered to the Village's reasonable satisfaction through the date of termination. Notice as required hereunder shall be sufficient when provided in accordance Page 5 of 10 with Article 14 hereinbelow. ARTICLE 14 - NOTICE Any notice, demand, communication or request required or permitted hereunder shall be in writing and delivered in person, by facsimile or sent by certified mail as follows: AS TO VILLAGE WITH COPY TO AS TO ENGINEER Michael Couzzo Keith W. Davis, Esq. Thomas C. Jensen, P.E. Village Manager Village Attorney Kimley Horn & Associates, Inc. Village of Tequesta Corbett, White, Davis and Ashton, P.A. 1920 Wekiva Way 345 Tequesta Drive 1111 Hvpoluxo Road, Suite 207 West Palm Beach, Florida 33411 Tequesta, FL 33469 Lantana, FL 33462 Notices shall be effective when received at the addresses as specified above. Facsimile transmission is acceptable notice effective when received, however, facsimile transmissions received (i.e., printed) after 5:00 p.m. on weekends or holidays will be deemed received on the next business day. The original of the notice must additionally be sent by certified mail. Changes in the respective addresses to which such notice is to be directed may be made from time to time by either party by written notice sent by regular mail or facsimile to the other party. ARTICLE 15 - UNCONTROLLABLE FORCES Neither Village nor Engineer shall be deemed in default of this Agreement if delays or failure of performance is due to uncontrollable forces, the effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid. The term "uncontrollable force(s)" shall mean any event which results in the prevention or delay of perfonnance by a party of its obligations under this Agreement which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage and governmental actions. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. Notice as required hereunder shall be sufficient when provided in accordance with Article 14 hereinabove. Neither parry shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch. Page 6of10 ARTICLE 16 - OWNERSHIP OF DOCUMENTS Engineer shall be required to cooperate with other consultants relative to providing information requested in a timely manner and in the specified form. All instruments of professional services, including, but not limited to, documents, records, disks, original drawings or other information created or procured by Engineer for any project which is the subject of this Agreement and an individual CSA shall, upon completion of the work and payment of all monies due Engineer, become the property of the Village for its use and/or distribution as may be deemed appropriate by the Village. However, both parties specifically acknowledge and agree that any re -use of such documents by the Village, for other than the specific purpose intended, without written verification and adaption by Engineer for such specific purpose will be at the sole risk of the Village and without liability or legal exposure to Engineer. ARTICLE 17 - ACCESS AND AUDITS Engineer shall maintain adequate records to justify all charges and costs incurred in performing work authorized under this Agreement and individual CSAs for at least three (3) years after completion of the applicable project. The Village shall have access to such books, records and documents as required in this section for the purpose of inspection or audit during normal working business hours at Engineer's place of business. ARTICLE 1S - NON-DISCRIMINATION Engineer represents that all of its employees are treated in a fair and equitable manner without regard to race, color, religion, gender, age or national origin. ARTICLE 19 - ENFORCEMENT COSTS Tf any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incidental to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. ARTICLE 20 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in the state or federal courts in and for Palm Beach County and the Agreement will be interpreted according to the laws of Florida. ARTICLE 21- SUCCESSORS AND ASSIGNS The Village and Engineer each binds itself and its partners, successors, assigns and legal Page 7of10 representatives to the other party in this Agreement and to the partners, successors, executors, administrators, assigns and legal representatives. Engineer shall not assign this Agreement without the express written approval of the Village. ARTICLE 22 - SEVERABILITY The invalidity, illegality or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. ARTICLE 23 - OFFICE OF THE INSPECTOR GENERAL Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority and power. The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses. ARTICLE 24 -PUBLIC RECORDS In accordance with Sec. 119.0701, Florida Statutes, Engineer must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described herein and in Engineer's proposal. Upon request from Village's custodian of public records, Engineer must provide Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. Should Engineer fail to provide the public records to Village, or fail to make them available for inspection or copying, within a reasonable time, Engineer may be subject to attorney's fees and costs pursuant to Sec. l 19.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, Engineer shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described herein and in Engineer's proposal are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if Engineer does not transfer the records to the Village. Finally, upon Page 8 of 10 completion of the Agreement, Engineer shall transfer, at no cost to the Village, all public records in possession of Engineer, or keep and maintain public records required by the Village. If Engineer transfers all public records to the Village upon completion of the Agreement, Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Engineer shall be entitled to retain a copies of documents it creates for record purposes, pursuant to the requirements of this Article and Chapter 119, Florida Statutes. If Engineer keeps and maintains public records upon completion of the Agreement, Engineer shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to Village, upon request from Village's custodian of public records, in a format that is compatible with Village's information technology systems. IF ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ENGINEER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT 1mcwi11iams(d�teguesta.or2, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. ARTICLE 25 - ENTIRETY OF AGREEMENT The Village and Engineer agree that this Agreement, including Exhibit "A" Fee Schedule; Exhibit "B" Engineer's Proposal submitted in response to Village's RFQ, which is hereby incorporated into this Agreement; and all required insurance, licenses and approvals required by this Agreement sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered except by written instrument executed by the parties hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 9 of 10 IN W11'NESS WI1EIZIJ)F, (lie pariles have hercumo ,wt dicir hands the day and year first above written, All"IT'ST: Lot i NNINIC", Village Clerk WITNESSFS. . .. . ...... - - - - ----- ....... ............. village of"I'v(plesta ... . ........ I 'Nbir'ail Bl" 111,1n. "WO1, F SEAL "" XORPORATEDI Kinfley Horn & Associates, Inc. (Corporate Page 10 of 10 Kimley)))Horn EXHIBIT "A" VILLAGE OF TEQUESTA BILLING RATE SCHEDULE EFFECTIVE JULY 1, 2015 STAFF CATEGORY HOURLY RATES PRINCIPAL N/A PROJECT MANAGER $225 SENIOR PROFESSIONAL $205 PROFESSIONAL $175 ANALYST $125 DESIGNER / INSPECTOR $120 CARD OPERATOR $90 ADMINISTRATIVE SUPPORT STAFF $75 *NO'I'ES, Beg,inn,ingonjulv 1, 2017 Ct,,mismtant's hourly rates will beincreascd two percent (2°�) per year onjuly 1,.-,t of coach year. An amount corresponding to -1.5%o will be added to the billuig rates for miscelhineous expenses. kiniley-horn.com