Loading...
HomeMy WebLinkAboutDocumentation_Regular_Tab 10B_10/11/1990VILLAGE OF TEQUESTA Post Office Box 3273 • 357 Teyuesta Drive Tequesta, Florida 33469-0273 • (407) 575-6200 FAX: (407) 575-6203 MEMORANDUM TO: Thomas G. Bradford, Village Manager FROM: Wendy K. Harriso n/(,jQ sistant to the Village Manager DATE: October 5, 1989 SUBJECT: Kimley-Horn Proposal for Preliminary Design Services for Central Garage Facility Please find attached the above -referenced Agreement, which is for preliminary design services for a centralized Garage facility to be shared by the the Water, Public Works and Police Departments. The Water Department currently has limited garage -type space at the Old Dixie Highway plant. Large equipment, primarily a trailer - mounted generator and a backhoe, is stored outdoors, and indoor storage is anticipated to increase the life of these items. Secure storage areas, indoors for meters, small tools and equipment, and outdoors for pipe and hydrants, would allow for increased inventory control and cost savings through bulk puchase. The Department does not currently have access to locker or shower facilites, and a distribution personnel office is desired. The existing Public Works Garage Facilities are cramped, antiquated, and have limited usefulness. The former fire truck garage behind Village Hall contains no secure storage area, and little storage space at all, requiring employees to purchase supplies as needed and heavy equipment to be stored outdoors. There is no shower facility which could be critical in the event of a chemical exposure. We anticipate significant improvements in inventory control and cost savings through bulk purchase with an expanded facility. The Police Department also lacks a secure area in which to store seized property, primarily vehicles. It is my understanding that the Police Department would be able to increase revenues received from seizures if there were access to a secure area. Recycled Paper RE: Kimley-Horn Proposal for Preliminary Design Services for Central Garage Facility October 5, 1990 Page 2 - ------------------------------------------------ A Garage Facility was placed by the Village Council in the FY90 Capital Improvement schedule year. The attached Proposal represents the first step in construction of a Garage Facility. This Proposal is a result of the procedures followed by staff pursuant to the Consultants Competitive Negotiations Act (CCNA). The team consisted of yourself, Gary Preston, Carl Roderick and Tom Hall. Ten (10) letters of interest were received, and five (5) engineering firms were interviewed. The top three in order of preference were Kimley- Horn (Hutcheon), Frederick D. Shaffer and Sheremeta Associates. The Proposal attached is for preliminary engineering services to include site analysis, departmental need analysis and preparation and presentation of alternative costs and configurations by the engineer. It is anticipated that, after preliminary services are complete, Village Council would be in a position to give staff clear direction on the type of facility to pursue. The scope of services proposed in the attached is comprised of two (2) items: Task 1 - Preliminary Engineering Services as described above and in the proposal to be provided for a lump sum cost to the Village of $13,400. Task 2, a Topographic Survey of the Water Treatment Plant Site which, if required, would be performed by the engineer for a lump sum price of $5,300. Estimates of building construction cost range from $60 to $90 per square foot. The last estimate by staff was a 6200 square foot building, and a per square foot cost of $70, for a $434,000 construction estimate. One of the products of the preliminary engineering services and the Village Council and staff review, would be determination of more exact construction cost estimates based on the desires of the Village Council. The FY91 Budget approved by Village Council on September 13, 1990, includes $540,000 in the Water Enterprise Fund Capital Projects Schedule and $37,000 in the General Fund Capital Projects Schedule for this project. It is requested that Village Council consider approval of the attached at its October 11 Village Council Meeting. Mr. David Stewart of Kimley-Horn & Associates, Inc. (Hutcheon Engineers) will be in attendance to present an overview and to answer questions. WKH/mk Attachments rKimley-hiorn Kimley-Hom and Associates, Inc. ENGINEERS • PLANNERS • SURVEYORS 4431 Embarcadero Drive West Palm Beach, Florida 33407 407 845-0665 Facsimile 407 863-8175 September 17, 1990 Mr. Gary Preston Public Works/Recreation Director Village of Tequesta Post Office Box 3273 Tequesta, Florida 33469 RE: Tequesta Garage Facility - Preliminary Engineering and Topographic Survey Dear Mr. Preston: Kimley-Horn and Associates, Inc. is pleased to submit this proposal for professional consulting services for the Tequesta Garage Facility at 901 North Old Dixie Highway, Tequesta, Florida. Our proposed scope of services, schedule, and fee follow. SCOPE OF SERVICES Task 1 - Preliminary Engineering Services In order to assist you with evaluating the feasibility of the proposed Tequesta Garage Facility project, we will: A. Visit and walk the site to identify any apparent development restrictions. B. Meet with Village department heads to identify any special concerns they may have related to this project. We estimate one meeting for this purpose. C. Prepare preliminary floor plans, elevations, and site plans for Tier III and Tier V alternatives and review them with the Village Community Appearance Board and the Village Council. Provide suggestions and recommendations related to the feasibility of the proposed concepts set forth therein. We estimate two meetings for this purpose. D. Perform preliminary drainage calculations to determine if the proposed site plan provides sufficient areas for stormwater retention relative to the amount of impervious areas. We will recommend corrective action if site plan modifications are necessary to meet drainage requirements. E. Prepare a preliminary opinion of probable construction cost and project schedule for the building and sitework for both Tier II and Tier V alternatives.. Task 2 - TODogranhic Survey (If Required) We will prepare a topographic survey of the ± 3 acre garage facility site. The topographic survey will be prepared under the supervision of a professional land surveyor, registered in the State of Florida, in accordance with the Minimum Technical Standards for Land Surveying in the State of Florida. The topographic survey will be prepared at a scale of 1" = 40' and will consist of one sheet 24" x 36". One foot contours will be provided. On the topographic survey drawing we will show: 1. The location and finished floor elevation of all occupied and unoccupi.-d permanent structures. 2. The location, size, and depth of existing water and gas mains, central steam, and other utilities serving the site that are readily locatable. 3. The location of existing fire hydrants available to serve the site. -IA- Anaheim • Charlotte Dallas • Fort Lauderdale • Fort Myers • Nashville • Orlando • Phoenix Raleigh • San Diego • Stuart • Tampa • Vero Beach • Virginia Beach . West Palm Beach B u i l d i n g c I i e n t r e I a t I o n s h I p s s i n c e 1 9 6 7 4. The location of existing electric and telephone services available to the site. 5. The location, size, and depth of sanitary sewers, storm drainage, and culverts serving or on the site, and the location and rim elevation of catch basins and manholes. and inverts of each pipe that is readily locatable. 6. The location of test boring sites that we have staked, as required. INFORMATION AND SERVICES SUPPLIED BY OWNER The following information and services will be provided to Kimley-Horn by the Village or its representative: A. Record drawing information for existing utilities. B. A recent boundary survey signed and sealed by a Professional Land Surveyor, registered in the State of Florida. ADDITIONAL SERVICES We will provide, as requested and authorized by you, additional services that require analyses beyond those services described in Tasks I and 2. These additional services may include, but not be limited to: (1) traffic engineering analysis (2) additional general civil engineering (3) environmental analysis and engineering (4) permitting and regulatory assistance (5) surveying other than proposed (6) structural engineering (7) forensic (expert witness) services (8) construction administration and observation (9) design of off -site improvements (10) additional meetings SCHEDULE We will endeavor to complete the Preliminary Engineering and Topographic Survey services within 45 days of receipt of the Notice to Proceed. FEE AND BILLING We will accomplish the services in Task I above for a lump sum fee of $13,400.00. If requested by the Village, we will accomplish the services in Task 2 above for a lump sum fee of $5,300.00. -2A- RATESCHEDULE If additional services are authorized by the Village on the basis of an hourly rate fee, the following schedule shall apply. Reg. Bill Rate Overtime Bill Rate Senior Support Staff 40.00 40.00 Senior Professional 1 80.00 80.00 Senior Professional 2 95.00 95.00 Support Staff 30.00 45.00 Senior Support Staff 40.00 60.00 Principal 125.00 125.00 Senior Principal 175.00 175.00 Professional 1 50.00 50.00 Professional 2 60.00 60.00 Registered Professional 65.00 65.00 Senior Professional 1 80.00 80.00 Senior Professional 2 95.00 95.00 Principal 125.00 125.00 Technician/Draftsman 1 35.00 52.50 Technician/Draftsman 2 45.00 67.50 Senior Technician 50.00 50.00 Designer 65.00 65.00 Rodman 20.00 30.00 Instrument Man 25.00 37.50 Party Chief 35.00 52.50 CLOSURE If you concur in the foregoing and wish to direct us to proceed with the aforementioned services, please have executed the enclosed Professional Services Agreement and return the same to the undersigned. Fees and times stated in this agreement are valid if accepted within sixty (60) days after the date of agreement by Kimley-Horn and Associates, Inc. We appreciate this opportunity to submit a proposal. I will serve a project manager for this project. Please contact Robert H. Howell or me if you have any questions. DWS/rcd P000842-9-17-A-D W 8. W P6 Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. A David W. Stewart, P.E. -3A- Professional Services Agreement THIS AGREEMENT made and entered into this day of . 1990, by and between the VILLAGE OF TEQUESTA, a political subdivision of the State of Florida, hereinafter referred to as the "VILLAGE" and Kimley-Horn and Associates, Inc. a North Carolina corporation hereinafter referred to as the "CONSULTANT". WITNESSETH WHEREAS, the VILLAGE has selected Kimley-Horn and Associates, Inc. under the provisions of Section 287.055, Florida Statutes, the Consultants Competitive Negotiation Act; and WHEREAS, the VILLAGE agrees to retain the CONSULTANT for professional engineering services, hereinafter called the "SERVICES" in connection with the "TEQUESTA GARAGE FACILITY", hereinafter called the "PROJECT"; and WHEREAS, the VILLAGE having investigated the qualifications of the CONSULTANT to perform the SERVICES herein contemplated and found them satisfactory; and WHEREAS, the CONSULTANT having examined the scope of the SERVICES required hereunder and the scope of the PROJECT described in Exhibit A and having expressed his desire and willingness to provide such engineering services and having presented his qualifications to the VILLAGE in .support of his expressed desires; and WHEREAS, as a result of the aforementioned, the VILLAGE agrees to enter into this agreement with the CONSULTANT; and WHEREAS, the VILLAGE COUNCIL has approved the selection of the CONSULTANT to perform such services, and the CONSULTANT agrees to accept employment upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the VILLAGE agrees to employ the CONSULTANT for the work and the CONSULTANT agrees to perform engineering services in connection with the SERVICES, as described herein, for the duration of this agreement, upon the following terms and conditions; namely; SECTION 1 - GENERAL PROVISIONS• 1.1 The CONSULTANT shall be issued a Notice to Proceed for the Services, as defined in paragraph 2.2, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services or for other miscellaneous engineering services that may be required. 1.2 The VILLAGE will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the SERVICES, the time needed to complete the SERVICES and the fee. 1.3 The CONSULTANT will submit a proposal upon the VILLAGE's request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT's time and services in connection with the preparation of any such proposal. 1.4 The VILLAGE agrees that it will furnish to the CONSULTANT plans and other data available in the VILLAGE files pertaining to the SERVICES to be performed under this agreement within thirty (30) days of each Notice to Proceed. 1.5 The VILLAGE agrees to designate, the Village Manager, or his designee, as the representative who shall examine the documents submitted by the CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the CONSULTANT's services. 1.6 The VILLAGE agrees to provide to the CONSULTANT all previous studies, plans, or other documents pertaining to the project and all new data reasonably necessary, in the CONSULTANTS's opinion, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land use regulations, etc., upon on all of which the CONSULTANT may rely. 1.7 The VILLAGE agrees to arrange for access to the site and other private or public property as required for the CONSULTANT to provide the services under this Agreement. 1.8 The VILLAGE acknowledges that it is not the CONSULTANT'S responsibility to furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary for completion of the CONSULTANT's services. 1.9 The VILLAGE agrees to give prompt written notice to the CONSULTANT whenever the VILLAGE becomes aware of any Village legislative or administrative policy that could affect the scope and timing of the CONSULTANT's services or any defect or noncompliance in any aspect of the project. SECTION 2 - PROFESSIONAL SERVICES 2.1 General EnttineerinQ Services The categories of the General Engineering Services that may be required are as follows: 1. Storm and Sanitary Sewer Design 2. Parking Lot Design 3. Structure Analysis and Design 4. Surveying 5. Permitting 6. Construction Observation 7. Landscape Architecture 8. Planning 9. Electrical Engineering 10. Mechanical Engineering 2.2 Basic Services The Basic Services, for design and construction, consist of the task or tasks described in the proposal. Upon notice to proceed from the Village Manager or his designee, the CONSULTANT agrees to provide professional engineering services for any task or tasks enumerated in the proposal. 2.3. ADDITIONAL PROFESSIONAL SERVICES 2.3.1. Additional Services Additional Services described in the proposal are considered to be beyond the scope of -2- 0 the Basic Services, as defined in this Agreement but which are additional services which may be authorized within the Scope of Services given the CONSULTANT. In addition, the CONSULTANT is authorized to perform Additional Services for which the CONSULTANT will be similarly compensated in accordance with Section 4, paragraph A for those services arising due to emergencies, errors or other unanticipated actions by the VILLAGE's contractor(s), revised regulations governing the CONSULTANT's services, and when, in the CONSULTANT's opinion, Additional Services are advisable as a result of other factors required by other authorities and such Additional Services are clearly in the VILLAGE's interest and advance authorization cannot be obtained. In the event of the performance of such Additional Services, the CONSULTANT will notify the VILLAGE as soon as practical of the necessity and inception of the services. 2.3.2. Excluded Services A. Preparing to serve or serving as an expert witness in connection with any legal proceeding in connection with a Project. B. Professional services required after approval by the VILLAGE or the Contractor's requisition for Final Payment, except as otherwise required under Basic Services. C. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the VILLAGE, to be beyond the control of the CONSULTANT. D. Geotechnical or testing services or analysis beyond those described in the proposal. E. Hazardous Substances It is understood and agreed that in seeking the professional services of the CONSULTANT under this Agreement, the VILLAGE does not request the CONSULTANT to undertake to perform any services, studies, or tests, or to make any determinations involving hazardous substances, as defined by federal law. Therefore, the CONSULTANT undertakes no such obligation hereunder, and the VILLAGE agrees to hold harmless, indemnify, and defend the CONSULTANT from and against any and all claims, losses, damages, liability, and costs arising out of or in any way connected with the presence, discharge, release, or escape of contaminants or hazardous substances of any kind, or environmental liability of any nature, in any manner related to services performed by the CONSULTANT under this Agreement. If any condition regarding a hazardous substance, including but not limited to asbestos, is observed by the CONSULTANT or is alleged during the course of the performance of the services hereunder, the CONSULTANT shall have the right to cease all services until the hazardous substance condition has been eliminated. The CONSULTANT shall have the responsibility to notify the VILLAGE of any such condition of which the CONSULTANT becomes aware, and the VILLAGE shall be solely responsible for the elimination of the hazardous substance condition. If the services to be performed by the CONSULTANT hereunder cannot be performed because of the existence of the hazardous substance condition, the existence of the condition shall tie deemed to be a reasonable cause for termination of the Agreement. -3- SECTION 3 - TIME FOR COMPLETION The services to be rendered by the CONSULTANT for any work shall be commenced upon written Notice to Proceed from the Village Manager or his designee subsequent to the execution of this Agreement. The CONSULTANT shall endeavor to complete the services within the time agreed to by both parties based on reasonable determination and stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the VILLAGE in fulfilling its part of the Agreement, change of scope or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. The provisions of this section and the compensation to the CONSULTANT included in this Agreement have been agreed to in anticipation of a continuous and orderly progress through the completion of the CONSULTANT's services. SECTION 4 - BASIS OF COMPENSATION The fees for Professional Services for each phase of the SERVICES shall be determined by one of the following methods or a combination thereof, or as mutually agreed upon by the VILLAGE and the CONSULTANT and incorporated into the Notice to Proceed. A. Hourly Rate Fee: The VILLAGE agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this Agreement a fee based on the rate schedule in the proposal. (The VILLAGE will issue a purchase order for the services which will contain an estimate of total fees. New purchase orders will be issued as required to allow continuation of the services.) B. Not to Exceed Upper Limit: In cases where the scope of services can be readily defined and the level of contingency can be estimated, the VILLAGE and the CONSULTANT will attempt to agree on an upper limit for the hourly services. Hourly rate fees will be paid for the time worked and billed up to the limit of the agreed upon "Not to Exceed" fee. The "Not to Exceed" limit will be negotiated with the CONSULTANT based upon his estimate of time and contingencies. C. Lump Sum Fee: If this is the agreed upon option, the CONSULTANT agrees to negotiate a "Lump Sum Fee" for a particular assignment when the SERVICES can be clearly defined. The "Lump Sum Fee" shall be paid for the percent of services completed including expenses and services of sub -consultants. The negotiated "Lump Sum Fee" will include all wages, benefits, overhead, profit, expenses and computer charges for the SERVICES and will not be increased unless there is a change in the Scope of SERVICES. D. Special Subcontracting Consultants: For services and reimbursable expenses of a special subcontracting consultants employed by the CONSULTANT, VILLAGE shall pay CONSULTANT the amount billed to CONSULTANT. Coordinating fees of the CONSULTANT shall be included in the "Lump Sum Fee". Hourly rate contracts will pay for man hours spent. If a sub -consultant is added after negotiation of a "Lump Sum Fee", a 10% coordinating fee may be added to the sub -consultants' fee. E. For Reimbursable Expenses: In addition to payments provided for in paragraphs A and B, VILLAGE shall pay CONSULTANT the actual cost of all Direct Expenses incurred in connection with Basic Services and Additional Services times a factor of 1.05. Direct Expenses shall include all costs identifiable with the Project including long distance telephone tolls, facsimile costs, local mileage -4- and parking, postage and shipping charges, computer supplies, drafting supplies, use of word processing equipment, and duplication or reproduction of reports or documents. Upon agreement of a fee, the Village Manager or his designee will issue a written authorization to proceed to the CONSULTANT. In case of emergency the VILLAGE reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The VILLAGE will make monthly payments or partial payments to the CONSULTANT for all authorized SERVICES performed during the previous calendar month. Payment of each invoice will be due within twenty-five (25) days of the receipt hereof. A service charge will be added to delinquent accounts at the maximum rate allowed by law for each month of delinquency. If the VILLAGE fails to make any payment due the CONSULTANT for services and expenses within thirty (30) days after the CONSULTANT's transmittal of its invoice therefor, the CONSULTANT may, after giving seven (7) days' written notice to the VILLAGE, suspend services under this Agreement until all amounts due hereunder are paid in full. In the event any invoice or any portion thereof remains unpaid for more than sixty (60) days following the invoice date, the CONSULTANT may initiate legal proceedings to collect the same and recover, in addition to all amounts due and payable including accrued interest, its reasonable attorneys' fees and other expenses related to the proceeding. The CONSULTANT shall submit duly certified invoices to the Village Manager or his designee and provide the following information: 1. The amount of the invoices submitted shall be the amount due for all SERVICES performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Total Contract amount b. Percent of work complete C. Amount earned d. Amount previously billed e. Due this invoice f. Summary of work done this billing period g. Invoices number and date h. Purchase Order number The VILLAGE acknowledges and agrees that the payment for services rendered and expenses incurred by the CONSULTANT pursuant to this Agreement is not subject to any contingency or conditions unless expressly set forth in this Agreement. SECTION 6 - Standard of Care In performing its professional services hereunder, the CONSULTANT will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality. No other warranty, express or implied, is made or intended by the CONSULTANT's undertaking herein or its performance of services hereunder. It is agreed that, in accordance with and subject to the provisions of Section 17, the VILLAGE will limit any and all liability, claim for damages, cost of defense, or expenses to be levied against the CONSULTANT on account of any and all design defects, errors, omissions, or professional negligence to the amount actually paid in compensation for, or with respect to, such liability, claim, cost, or expense under any policy or policies of professional liability insurance maintained by the CONSULTANT. Further, the VILLAGE agrees to allow the CONSULTANT to notify any contractor or subcontractor who -5- 0 may perform work in connection with any design, report, or study prepared by the CONSULTANT of such limitation for defects, errors, omissions, or professional negligence, and require as a condition precedent to his (or its) performance of such work an identical limitation of liability on his (or its) part as against the CONSULTANT.In the event the VILLAGE fails to obtain an identical limitation of liability provision as to defects or negligence, the VILLAGE shall indemnify and hold the CONSULTANT harmless for any liability related to error, omissions, or act of professional negligence in such a manner and to such extent that the aggregate liability of the CONSULTANT, including awards and costs assessed by any mediator -arbitrator for such defect or negligence to all parties including the VILLAGE, shall not exceed the aforementioned amount. Under no circumstances shall the CONSULTANT be liable for extra costs or other consequences due to changed conditions or for costs related to the failure of the contractor or materialmen to install work in accordance with the plans and specifications. As specific consideration for the indemnification provided the CONSULTANT by the VILLAGE hereunder, the CONSULTANT shall pay the VILLAGE the amount of One Dollar ($1.00) by credit upon the transmittal to the CONSULTANT of a signed contract/agreement. SECTION 7 - OWNERSHIP OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, prepared by the CONSULTANT pursuant to this Agreement are related exclusively to the services described herein. they are not intended or represented to be suitable for reuse by the VILLAGE or others on extensions of this project or on any other project. Any reuse without verification or adaptation by the CONSULTANT to specific purposes intended will be at the VILLAGE'S sole risk and without liabilitor legal exposure to the CONSULTANT; and the VILLAGE shall indemnify and hold the CONSULTANT harmless from all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting therefrom. Any such verification or adaptation will entitle the CONSULTANT to further compensation at rates to be agreed upon by the VILLAGE and the CONSULTANT. SECTION 8 - COURT APPEARANCES CONFERENCES AND HEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the VILLAGE except in consideration of additional compensation except for any dispute arising out of this contract. The amount of such compensation shall be mutually agreed upon receipt of written authorization from the Village Manager or his designee prior to performance of a court appearance and conference. The CONSULTANT shall confer with the VILLAGE at any time during construction of the improvement herein contemplated as to reasonable interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or provide reasonable clarification. SECTION 9 - NOTICES Any notices, reports or other written communications from the CONSULTANT to the VILLAGE shall be considered delivered when posted by the VILLAGE or delivered in person to the Village Manager or his designee. Any notices, reports, or other communications from the VILLAGE to the CONSULTANT shall be considered delivered when posted by the CONSULTANT or delivered in person to said CONSULTANT or his authorized representative. -6- SECTION 10 - AUDIT RIGHTS The VILLAGE reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the SERVICES included herein and for a period of one year after final payment is made. SECTION 11 - SUBLETTING Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement you anyone other than the VILLAGE and the CONSULTANT, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the VILLAGE and the CONSULTANT and not for the benefit of any other party. Neither the VILLAGE nor the CONSULTANT shall assign, sublet, or transfer any rights under or interests in this Agreement without the written consent to the other. However, nothing contained herein shall prevent or restrict the CONSULTANT from employing independent professional associates or consultants as the CONSULTANT may deem appropriate to assist in the performance of services hereunder. SECTION 12 - WARRANTY The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation or this warranty, the VILLAGE shall have the right to annul this contract without liability. SECTION 13 - Not Used SECTION 14 - TERMINATION OF WORK The obligation to provide further services under this Agreement may be terminated by either party upon seven (7) days' written notice. In the event of any termination not due to negligent acts or omissions of the Engineer, its employees, agents, and subcontractors, the CONSULTANT will be paid for all services rendered to the date of termination, all expenses subject to reimbursement hereunder, and other reasonable expenses incurred by the CONSULTANT as a result of such termination. In the event the CONSULTANT's compensation under this Agreement is a fixed fee, upon such termination the amount payable to the CONSULTANT for services rendered will be a proportional amount of the total fee based on the ratio of the amount of the work done, as reasonably determined by the CONSULTANT, to the total amount of work which was to have been performed, less prior partial payments, if any, which have been made. All deliverables and back-up materials completed at the time of termination shall be delivered to the Village upon payment of all accounts due. SECTION 15 - SEVERABILITY AND WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Also, the non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. -7- SECTION 16 - EXPENSES OF LITIGATION In the event litigation in any way related to the services performed hereunder is initiated against either party and such litigation concludes with the entry of a final judgement favorable to one party, the prevailing party shall by reimbursed for all of its reasonable attorney's fees and other taxable costs related to said litigation. SECTION 17 - INSURANCE AND INDEMNIFICATION The CONSULTANT shall not commence SERVICES on this Agreement until he has obtained all insurance required by the VILLAGE. The CONSULTANT shall indemnify and save the VILLAGE harmless from any and all claims, liability, losses, and causes of actions, and all costs and judgments which may issue thereupon arising solely out of an error, omission, or negligent act of the CONSULTANT incident to the performance of the CONSULTANT's professional services under this Agreement but only to the extent that the same is actually covered and paid under the foregoing policies of insurance. If the VILLAGE specifically directs the CONSULTANT to obtain increased insurance coverage, or if the nature of the CONSULTANT's activities requires additional Workers' Compensation or similar insurance coverage, the CONSULTANT will take out such additional insurance, if obtainable, at the VILLAGE's expense. The CONSULTANT shall maintain during the term of this Agreement the following insurance: A. Professional Liability Insurance in the amount of $5,000,000 providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by him in connection with CONSULTANT or any person employed by him in connection with this Agreement. This insurance shall be maintained for one year after completion of the construction and acceptance of any Project covered by this Agreement. B. General Liability and Auto Insurance in amounts not less than $1,000,000 per person and $5,000,000 per occurrence for bodily injury and $5,000,000 per occurrence for property damage or $5,000,000 single limit coverage. C. Workers' Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. Coverage A - Statutory Requirements Coverage B - $500,000 per occurrence D. The VILLAGE OF TEQUESTA shall be named as additional insured under such policies (B only). The VILLAGE reserves the right to request a copy of the required policies for review. All insurance policies shall be issued by companies qualified to do business under the laws of the State of Florida. The CONSULTANT shall furnish certificates of insurance to the Village Manager or his designee prior to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no material charge or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the VILLAGE. Compliance with the forgoing requirements shall not relieve the consultant of his liability and obligations under this Section or under any other portion of this Agreement. -8- All insurance policies shall be issued by companies qualified to do business under the laws of the State of Florida. The CONSULTANT shall furnish certificates of insurance to the Village Manager or his designee prior to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no material change or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the VILLAGE. Compliance with the forgoing requirements shall not relieve the consultant of this liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 - AGREEMENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the VILLAGE from employing other consultants to perform the same or similar services. SECTION 19 - CODES. ORDINANCES AND LAW The CONSULTANT agrees to abide and be governed by all VILLAGE, County, State, and Federal codes, ordinances, laws and regulations which have a bearing on the SERVICES involved on this project. This Agreement is to be governed the law of the State of Florida. SECTION 20 - ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. This Agreement shall bind, and the benefits thereof shall inure to the respective parties hereto, their legal representatives, executors, administrators, successors and assigns. In WITNESS HEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. By authority of the Village Council VILLAGE OF TEQUESTA, FLORIDA BY: ATTEST: Bill C. Kascavelis Village Clerk ATTEST: David W. Stewart Vice President Thomas G. Bradford Village Manager KIMLEY-HORN AND ASSOCIATES, INC.: BY: Robert H. Howell Senior Vice President STATE OF FLORIDA COUNTY OF PALM BEACH ss: Acknowledgement of VILLAGE OF TEQUESTA BEFORE ME, the undersigned authority this day personally appeared Thomas G. Bradford and Bill C. Kascavelis, Village Manager and Village Clerk, respectively of the VILLAGE OF TEQUESTA, who did acknowledge to and before me that they executed the above and foregoing contract for the uses and purposes therein expressed with due authority on that behalf from the Village Council of the Village of Tequesta, Palm Beach County, Florida. IN WITNESS WHEREOF, I have hereto set my hand and official seal at Village of Tequesta, Palm Beach County, Florida on this day of . 1990. Notary Pubic My Commission expires: STATE OF FLORIDA ss: ACKNOWLEDGEMENT OF CONSULTANT COUNTY OF PALM BEACH BEFORE ME, the undesigned authority this date personally appeared Robert H. Howell and David W. Stewart, of Kimley-Horn and Associates, Inc., a North Carolina Corporation, who did acknowledge to and before me that they executed the above and foregoing contract for the uses and purposes therein expressed with due authority on the behalf from said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Tequesta, Palm Beach County, Florida on the day of . 1990. My commission expires P000842-9-17-D W S. W P aU1 Notary Public APPROVED AS TO FORM John C. Randolph Village Attorney