HomeMy WebLinkAboutDocumentation_Workshop_Tab 03_2/27/2023Agenda Item #3.
Workshop
STAFF MEMO
Meeting: Workshop - Feb 27 2023
Staff Contact: Jeremy Allen, Village Manager Department: Manager
Discuss Professional Service Agreement with Kimley-Horn to Apply for Florida Department of
Economic Opportunity Community Planning Technical Assistance Grant -Utility Undergrounding
Master Plan
At the October 13, 2022 Regular Council meeting the Village Council approved a Work Authorization
with Kimley-Horn and Associates, Inc. to perform a Feasibility Assessment for undergrounding of
utilities throughout the Village of Tequesta.. The Assessment is needed to evaluate anticipated
program elements and cost for undergrounding utilities. Following the Assessment the Master
Planning, detailed design, and construction documents will be tasked.
The Professional Services Agreement provided is to engage Kimley-Horn to apply for Florida
Department of Economic Opportunity Community Planning Technical Assistance Grant - Utility
Undergrounding Master Plan. The Master Plan will be the next step following the Assessment. The
Master Plan is expected to exceed the grant award amount which is currently capped at $75,000.
Grants can be used to create innovative plans and development strategies to promote diverse
economy, vibrant rural and suburban areas, and meet statutory requirements for planning, while also
protecting environmentally sensitive areas. Understanding that many Florida communities have been
impacted by hurricanes, CPTA grants may also be used to assist with disaster recovery, resiliency, and
economic development planning.
The deadline to apply for the Community Planning Technical Assistance Grant (CPTA) is April 15, 2023.
This document and any attachments may be reproduced upon request in an alternative format by
completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-
0443.
PROJECT NAME: NA
Proposed:
NA
PROJECTED TOTAL: NA
BUDGET: NA ENCUMBERED: NA
Projected Remaining:
NA
Letter Agreement DEO CPTAG Utility Underground Master Plan Village of Tequesta (002)
Page 27 of 50
Agenda Item #3.
Page 28 of 50
Agenda Item #3.
Ki nioll I " ey))) o r n
Jeremy Allen
Village ofTequesta
345TequesiaDrive
ReProfessional Services Agreement; Florida Department ofEconomic Opportunity Community
Planning Technical Assistance Grant — Utility UrdcrgrouxohngMaster Plan
Dear Mr. Allen:
Kimley-Horn and Associates, Inc. ("Kimley-Horn" or "Consultant") is pleased to submit this letter agreement
("Agreement")to the Village of Tequesta ("Client") for the preparation of aFlorida Department of Economic
Opportunity (^DED^) Community Planning Technical Assistance GnsmL (CPTAG) Application for the
FY2D23-24grant funding period.
Project Understanding
DEO is allocated funding for CPTAGs annually by the Florida Legislature to assist local governments with
community planning activities. The Client has requested that Kim|ey'Horn prepare an application for a
CPTAG to request funding from DEO for the FY 2023-24 grant cycle to offset the costs of preparing a Utility
UndergroundingMaster Plan.
Scope mfServices
K]m|ay-Horn will provide the services specifically set forth below.
Task 1 — Grant Application Preparation
A. K]mley-Hornwill host ovirtual kick-off call with the Client iounderstand project details and budget.
B. Kimley-Horn will prepare the grant application request which will include the following components:
1)Letter Request, signed by the Village Manager orChief Elected Official, that includes:
a) The specific project and its importance to the community.
b) The product that would beproduced aoaresult ofreceiving the funding.
o) The total amount offunding requested.
2) Scope of Work that describes:
a) The deliverables.
b) The due date for each deliverable.
c) The minimum level of service for each deliverable.
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Agenda Item
Kimley))) Horn
Page
3) Budget that outlines the anticipated expenditures by category and vvhaihar reimbursement
for indirect ooaia will be sought.
C. K]mley-Horn will review the draft grant application request with the Client in e virtual meeting.
K]mley-Horn will make one revision to the draft grant application request following the review
meeting, ifnecessary.
Task 2 — Grant Application Submittal and Monito
A. The Consultant will rely upon the appropriate Client representative as the responsible party for
signing documents in an expeditious manner in order to meet the application deadline.
B. The Consultant will email the grant application request to DEO as required under the grant.
C. The Consultant will monitor the evaluation process of DEO and apprise the Client of the status of
award notifications.
Additional Services
Any services not specifically provided for in the above scope will be billed as additional services and
performed etour then current hourly rates. Additional services we can provide inc1ude, but are not limited
to, the following:
1 . In -person meetings
2. Other tasks not specifically outlined above
Information Provided by Client
Kimley-Hornshall beentitled to rely on the completeness and accuracy ofall information provided by the
Client orthe Client's consultants orrepresentatives.
Responsibilities of Client
In addition to other responsibilities set out in this Agreement, the Client shall:
1. Provide requested materials ina timely fashion osrequested bythe Consultant, including signing
the application and providing it to the Consultant prior to the application deadline.
Schedule
Kimley-Horn will provide our services as expeditiously aspracticable with the goal ofmeeting the 2023
deadline (the estimated deadline is early -mid April 2023).
Fee and Expenses
Kimley-Horn will complete the above scope of services on a Lump Sum fee basis of $3,500.
Lump sum fees will beinvoiced monthly based upon the overall percentage of services performed. Payment
will be due within 25 days of your receipt of the invoice and should include the invoice number and
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Agenda Item
Kimley))) Horn
Page
CLOSURE
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the
attached Standard Provisiona, which are incorporated by reference. As used in the Standard Provisions,
"Consultant" shall refer to Kim|ey'Horn and Associates, Inc., and "Client" shall refer to the
VILLAGE OF TEQuESTA.
To expedite invoices and reduce paper waste, K]m|oy'Horn submits invoices via email in on Adobe PDF
format. A paper invoice can be provided via USPS upon request. Please provide the following information:
Please email all invoices to
Please copy
If you concur inall the foregoing and wish todirect us to proceed with the services, please have an
authorized person sign this Agreement and return to us. We will commence services only after we have
received a fully executed agreement. Fees and Limas stated in this Agreement one valid for sixty (QO) days
after the date of this letter.
To ensure proper set up of your projects please complete and return with the signed copy of this Agreement
the attached Request for Information. Failure to supply this information could result in delay in starting work
onyour project.
We appreciate the opportunity toprovide these services to you. Please contact meif you have any
Sincerely,
0MLEY'HORNAND ASSOCIATES, INC.
By: /Allison Megrath,/UCP' CNU-A
Project Manager
Chris Towne, P.E.
Assistant Secretary
Attachments: Request for Information; Standard Provisions
VILLAGE OF TEQUESTA
(By: Signature)
(Name:Printed orTyped)
(Title)
(Date)
(Email)
m:\GvL—MISo\N° Business\,ublic Agreement oEocrTAGUtility Underground Master Plan —Village ofreq"esm.d"cx
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Agenda Item #3.
Kimley>>> Horn Page 4
REQUEST FOR INFORMATION
Please return this information with your signed contract, . failure to provide this information could result in
delay in starting your project
Client Identification
Full, Legal Name of Client
Mailing Address for Invoices
Contact for Billing Inquiries
Contact's Phone and e-mail
Client is (check one) Owner Agent for Owner Unrelated to Owner
Property Identification
Parcel 1
Parcel 2
Parcel 3
Parcel 4
Street Address
County Property is Located
Tax Assessor's Number(s)
Property Owner Identification
Owner 1
Owner 2
Owner 3
Owner 4
Owner(s) Name
Owner(s) Mailing Address
Owner's Phone No.
Owner of Which Parcel #?
Project Funding Identification — List Funding Sources for the Project
Attach additional sheets if there are more than 4 parcels or more than 4 owners
Page 32 of 50
Agenda Item #3.
ICI MLEY-HORN AND ASSOCIATES, INC..
STANDARD PROVISIONS
1 Kimiley-Horn's. Scope of Services and Additional Services. Ili mley-Horn will perform only the services
specifically described in this Agreement. If requested by the Client and agreed to by Ili mley-11-forn, Kimlley-Horn will
perform Additional Services, which shall be govemed by these provisions- Unless otherwise agreed to in writing,
the Client shall pay Kin fley-Horn for any Addifional Services an amount based upon limn ley-Horn"s then -current
hou rly rates plus an arno u rat to cover certain direct expenses I ncl ud i ng telecomm unicatlansP in -hou se reproduction
postage, supplies, pruiect related computer t1me, and Ian nail cage - Other dirat expenses will be billed .at 1.15
ti MeS GOSt.
2) Clie rays Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall:
a. Designate in writing a person to art as its representative, such person having -complete authority to transmit
instructions, receive information, and make or interpret the Cliencs decisions-
b. Provide all inFor tnation and criteria as to the Client's requirements, objectives, and expectations for the project
and all standards of development, design, or construcliors -
r
u- Prov ide Ili mley- Harn all ava liabl e studias, plan s, or other documents pertaining to the project,such as surveys,
engineering data, environmental informationr etc., all of which Kimley-Horn may rely upun -
d. Arrange for access t-Q the. site r9nd Other property as required for Kimley-Hom to prrivide its servicez-
e. Review all do-cumeats or ceports presented by Kimley-Horn -and communicate dpm;ians pertaining thereto
within a reasonable We so as not to delay Ili mley-Horn
.
f. Furnish approvals and permits from govemmental authoriti-es having jurisdiction over the project and
approvals and consents from other parties as may be necessary.
g. Obtain any independent accounting. legal, insurance. cost estimating, and feasibility services required by
C I ient.
h . Give prompt written notice to Ili mley-Horn whenever the Client becomes aware of any development that
aFfects. Kimley-Horn's services or any defect or noncompliance in any aspect of the project.
3) Period of Services. Unless otherwise stated herein' Kim ley -Horn will begin work after receipt of a properly
executed copy of thia Agreement This Agreement assumes conditions permitting continuous and orderly progress
through completion of the services Times for performance shall be extended as necessary for delays or
su specs Ion s d u e to circumsta nee s that Ili rol-ey-H om does n of control. If such -d e lay or sus pe nsion extends for more
than six rn onths, Kirn ley-Horn's compen sation shal I be re negotiated.
4) Method of Payment- Client shall pay Kimley-Hoar ras follows:
a- linvoices Will h C.' '-- Ll h Mi tted pe riodical ly for se rvi ces perfa rmed a n d expe rises i n cu rred. Payment of ea ch i rivoice
will be due wrhm -2:5 day F; cif roceipt. The Client shall also p-ay -any 7,ipplicable sales tax. All retainers Will be
he Id by Kimlay- Ho rn rri nd -ri p.r) c, d a g a 1 nst the final invoicia - I Merest wi I I The added to accou nts not pai d within
2 5 d ays at the m aximurn irate a -1 owed by law. 0 the Client f ai Is to rri a ke any payment d ue u nde r this or any
other agreement withi'n 30 days after Kimley-Horn's transmfttal of its invoice, Kimley-Horn may, after giving
notice to the Client, suspend services and withhold deliverables unfill a.11 amounts due are paid.
b. If the Client rel�lies on payment or proceeds from a third party to pay Kirn ley -Horn and Client does not pay
Ili mley-Horn"s invoice within 60 days of receipt, Kirnley-Hom may communicate directly with such third party
to secure payment-
e- If the Client objects to an invnicel tit must act -vise Klmley-Hom in wrltlng glvlrig Its reasons within 14 days of
raceipt of the invoice or the Client's objections will be waived, and the invoice shall oonclusively be deemed
due and owing, If the Client objects to only a portion of the invoice, payment for all other portions remains due.
d . If Kirrilley-Ho rn iniIti,atcLc.; legal proceedingc; to collect payment, it may recaver, in a V ddition to all amounts due, it.,
reasonable attorneys' toes, reasons ble experts' fees, and other -expenses related to the proue &dings. Such
expenses shall include the cost, at Kirole y-Her n's normal hourly billing rates, of the time devoted to Such
proceedings by its employees.
.e. The Client agfees that the payment to Kimley-1 lorn is not subject to any contingency or condition. Kifnley-
Horn anay nec ;otiate payinent of anV check tendered by the Client, even if the words "in full satisfaction" or
words intended to have similar effect appear on the check without such negofiation being an accord and
satisfaction of -a rly d Is p uted de bt an d with ou t preju d id rig a rly rig ht of K im ley -Horn to coil ect additional a rriount:s
From the Cl le ri t.
5) Use of Doc umamma r All docium-ents and data prepared by Kira ley -Horn are related exclusively to the services
described yin this Agreement and may be used only if the Client has satisfied all of its obligations under this
Agreement- They are not intended or represented to be suitable for use or reuse by the Client or others on
extensions of this project or on any other project. Any modificaUcins by the Client to any of Kimlei-Horn's
documents, or any reuse of the documents without written authorization by Ili mley-Horin will be at the Client's sole
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Page 33 of 50
Agenda Item #3.
risk and without liability to w]m|ey-Horn, and the Client shall indemnUy, defend and hold K]m|ey+Hom harmless
from all claims, damages. losses and nxpemses, including but not limited to attorneys' fees, resulting therefrom.
Kim|ey+Hor 's electronic files and source code remain the property of K]m|ey+Hom and shall be provided to the
Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic oeo| are
provided only for the convenience of the Client and use of them is at the Client's mo|o risk. In the case of any
defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by
Kim|ey+Horn.the hanjoopyshall govern.
6)Intellectual Property. Kimley-Hornmay use or develop its proprietary software, patents, copyrights, trademarks,
trade aeurets, and other intellectual property owned by wJm|ey'Hom orits affiliates (^|maUeotua| Property") in the
performance of this Agreement. Unless explicitly agreed toinwriting by both parties to the contrary, Kim|ey-Horn
maintains all interest in and ownership of its Intellectual Property and conveys no interest, ownership, license to
use, or any other rights in the Intellectual Property to Client. Any enhancements of Intellectual Property mode
during the performance of this Agreement are solely owned by Kim|ey'Horn and its affiliates. |fKim|ay'Hom'm
services include providing Client with access to or a license for Kimley-Horn's (or its affiliates') proprietary software
or technology, Client agrees to the terms of the Software License Agreement set forth at
("the License Agreement") which terms are incorporated herein by
7)Cpinions of Cost. Because Kim|ey-Horn does not control the cost of labor, materials, equipment, or services
furnished by othens, methods of determining prices, or competitive 'bidding or market conditions, any opinions
rendered as to oosta, including but not limited to the costs of construction and mateha|s, are made solely based
on its Judgment as o professional familiar with the industry. Kim|ey-Horn cannot and does not guarantee that
pmposa|s, bids, or actual costs will not wary from its opinions of cost. If the Client wishes greater assurance as to
the amount of any cost, it shall employ on independent cost estimator. Kim|ey-Horn's services required to bring
costs within any limitation established by the Client will be paid for as Additional Services.
8) Termination. The obligation to provide further services under this Agreement may be terminated byeither party
upon seven days'wntten notice inthe event of substantial failure by the other party toperform inaccordance with
the terms hereof, orupon thirty days' written notice for the convenience ofthe terminating party. N]m|ey+Hor mhoU
be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable
expenses incurred byN]m,leyHomasoresult ofsuch termination.
9) Standard of Care. The standard of care applicable to Kimley-Horn's services will be the degree of care and skill
ordinarily exercised by consultants performing the same orsimilar services in the same locality at the time the
services are provided. No warnanty, express or implied, is made orintended by Kim|oyHom'e performance of
services, and it is agreed that Kimley-Horn is not a fiduciary with respect to the Client.
10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and Kimley-
Horn,\hehakaoneeNooat dmuo»thot`tothefuUemtexbantaUowedby|evv.endnomvirhstandingonyoiherpnmieions
of this Agreement or the existence of applicable insurance coverage, that the total |iobi|ity, in the aggregate, of
Kim|ey-Horn and Kim|ey'Horn's oDioero, directors, omp|oyaea, oganta, and oubconau|tanko to the Client orto
anyone claiming by, through orunder the C|iont, for any and all claims, |osses, costs or damages whatsoever
arising out of or in any way related to the services under this Agreement from any causes, including but not limited
to, the neg|igenoe, professional errors or omissions, strict liability or breach of contract or any warranty, express
or implied, ofK|m|ay-Hom orKim|ay-Horn`sofficers, directona, emp|oynes, ogents, and subooneu|tante` aheU not
exceed twice the total compensation received by Kim|ay Hom under this Agreement or $50.000. whichever is
greater. Higher limits of liability may be negotiated for additional fee. This Section is intended solely to limit the
remedies available to the Client or those claiming byorthrough the C|xent, and nothing in this Section shall require
the Client to indemnify Kim|eyMorn.
11>Mutual Waiver of Consequential Damages. |nnoevent shall either party be liable to the other for any
consequential, incidental, punitive, orindirect damages including but not limited toloss ofincome orloss ofprofits.
12> Construction Costs. Under nocircumstances shall Kim|sy-Horn beliable for extra costs orother consequences
due tounknown conditions orrelated to the failure ofcontractors toperform work imaccordance with the plans and
specifications. Kimley-Horn shall have no liability whatsoever for any costs arising out of the Client's decision to
obtain bids or proceed with construction before Kim|ey-Horn has issued final, fully approved plans and
specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are
fully approved and all permits obtained.
13) Certifications. An requests for Kim|ay-Horn to execute certificates, lender consents, orother third -party reliance
letters must be submitted to Kim|oy'Hom at least 14 days prior to the requested date of execution. Kim|my-Horn
shall not be required to execute certificates, consents, or third -party reliance letters that are inaccurate, that relate
Rev 12/2022
Page 34 of 50
Agenda Item #3.
to facts of which Kim ey-Horn does not have actUal 0owledge, or Lhat would cause Ili niley-Horn to violate
applicable rules of profebsional responsibility.
14) Dispute Resolution- All c.paims aruung out of thi:s Agreement. or its breach sholl be submitted first to mediation in
accorclance with the Arnoric,.a n Arbi t rati on Association as a con ition predant to litigation,
15) Hazardous Substances and Condlitlons. Ili mley-Horn shall not be a custodian, transporter, handier, arranger,
contractor, -or remediator with respect to hazardous substances and condillons- Ili rnley-Horn's services will be
limited to analysis, recornrnern da.6ons, and reporting, inc[luding: wheri agreed to, plans and specifications for
isolation. removal, or reread iation. Kimley-H-orn will nofiN the Client of uriantiulpaten hazardous substances or
coed itilonsof which Kilmley-Horn actually becomes aware. Kim ley -Horn May slop affected portions of its serVices
until the hazardous substonce or imndition is eliminated-
16) Construction Phase Services.
a. If Kirnley-Horn prepare& construction documents and Ili reel ey-Horn is not retained to make periodic site visits,
the Client assumes all responsibility for interpretation of the documents and for construction observation, and
the Client waives any claims against Kim ley -Horn lire any way connected thereto.
b- Ili coley- Horn shall have no responsibility for any contract&s means, methods, tech niques, 8quipment choice
and usage, sequence, schedule, safety programs, or safety pracbees. rior s�iall Kirnley- Harn have any
authonly or responsibility to stop or direct tha work of rany contractor- Kim.ley-Horn-s visits will be for the
purpose of endeavoring to providet the Client a graratar degree of confidence lh-rat thn cmi-ripleted work of its
contractors will g-onerally conform to the construction dovum onts prepared by KimIcy-Horn - Kim ley-Hom
neither guarantees the perforroance of contractors, nor assumes responsibility for any contractors failure to
per Form its work in accordance with the contract dOCLIMOWS.
c Ili m ley- Ho rn i s not res po ns i tale for a ny, du ties a ss ign ed to it i n the con stru ction con tract that a re not expressly
provided for in this Agreement. The Client agrees that each contract with any conUractor shall state that the
contractor shall be solely responsible for Job site safety and its mearts and methods: that the contractor shall
indemnify the Client and Kimley-Horn for all clainns and liability arising out of job site accidents: and that the
Client and Ili mley-Horri shall be made additional insureds under the contractor's general IllabIlity 111111suranCe
POI ICY-
17) No Third -Party Beneficiaries. Assignment and !Subcontracting. This Agreement gives no rights or benefits to
anyone odier than the Client and Kim ley -Horn- and all duties- and responsibilities undertaken pLirsuant to this
Agreement v.-III be for the sole benefit of the Client and Kim ley -Horn. The Client shall not assign or transfer any
rights under or Interest in this Agreement, or any clairn arising out of the performance of services by Ili m[ey-Horn,
without the e wri tten con senit ci F Kim ley -Horn - Kim ley-H om reserves the right to augme nt I ts staff wi the su b con su I tants
a s It darns a ppropria to due to project logisbcs, sclheduk�s, or ma rket conditions. I f KI rnley-Hom exercises this
rig h t. KI m1ey- Ho -- ri will main ta in the e a g reed -u pon blifin g rates for services identified in th e contract, regardless of
whether the r:ery (:e,. are provided by in-hou-se ernpilloyees, contiriart employees, or independent subconsultants.
18) Conridentialit y. The Client consents to the use and dissemination by Kimley-Hom of photographs -of the project
and to the use by Kimley-Horn of facts, data and information obtained by Ili mley-Horn in the performance of its
services. If, however- any facts, data or information are specifically iris ntiFied in writing by the Client as confidential,
Ili mJey-Horn shall use reasonable care to maintain the confidentiality of that material.
119) Miscellaneous Provisions- This Agreement is to be governed by the law of the State of Florida. :This Agreement
ccinUains the ontire and fully integrated agreement be an the partie5 and 5upersedos all prior iond
coil temporaneo-us, negotiations, representations,, agreem. ents, orr understandings, whether written or oral. Except
as provided in Section, 1, this Agreement can be supplemented or amended only by a written do-cuanent executed
by both padies. Any conflicting or additional terms on any purchase order issuiad by the Client shall be void and
are hereby expressly rejected by Ili mliey-Hoirn. If Client requires Kimley-Horn to register with or use an online
vendor portal for pay menit or any other purpose, any terms included in the registrafion or use of the online vendor
portal that are Inn cori&stell'"itur in addi6on to these terms shall be void and shall have no effect on Firmlay-Hornor
this Agreement- Any provislurl 'in this Agreement that is unenforceable shall be ineffective to the extent of such
u n,e nforc.,eabil i ty wi thout invalid-ati n g th e re, rn ai ri I ng provi % ion %. Th e no n e riforcern P. nt of a ny p rovision by el ther pa rly
shoal I not con st itute z wa ive r of th C-i & p n nor Lshal I It affect the enfa roecg bi I ity of t hat p rDvi sia n or of th remain d er
of this Agreement-
20) PURSUANT TO FS 558.0035, EMPLOYEES OF KIMLEY-HORN
MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES
RESULTING FROM NEGLIGENCE UNDER THIS AGREEMENT.
Rey 12�2(372
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