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HomeMy WebLinkAboutAgreement_General_3/9/2023_Kimley HornKimley>»Horn February 8, 2023 Jeremy Allen Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469-0273 Re: Professional Services Agreement; Florida Department of Economic Opportunity Community Planning Technical Assistance Grant — Mobility 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 a Florida Department of Economic Opportunity ("DEO") Community Planning Technical Assistance Grant (CPTAG) Application for the FY 2023-24 grant 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 Kimley-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 Mobility Plan. Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1 — Grant Application Preparation A. Kimley-Horn will host a virtual kick-off call with the Client to understand 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 or Chief Elected Official, that includes: a) The specific project and its importance to the community. b) The product that would be produced as a result of receiving the funding. c) The total amount of funding 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. d) The anticipated cost or payment amount for each deliverable. Kimley>>> Horn Page 2 3) Budget that outlines the anticipated expenditures by category and whether reimbursement for indirect costs will be sought. C. Kimley-Horn will review the draft grant application request with the Client in a virtual meeting. Kimley-Horn will make one revision to the draft grant application request following the review meeting, if necessary. Task 2 — Grant Application Submittal and Monitoring 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 at our then current hourly rates. Additional services we can provide include, but are not limited to, the following: In -person meetings 2. Other tasks not specifically outlined above Information Provided by Client Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. Responsibilities of Client In addition to other responsibilities set out in this Agreement, the Client shall.- 1 Provide requested materials in a timely fashion as requested by the 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 as practicable with the goal of meeting 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 be invoiced 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 Kimley-Horn project number. Kim ey>>> Horn Page 3 CLOSURE In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Consultant" shall refer to Kimley-Horn and Associates, Inc., and "Client" shall refer to the VILLAGE OF TEQUESTA. To expedite invoices and reduce paper waste, Kimley-Horn submits invoices via email in an 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 in all the foregoing and wish to direct 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 times stated in this Agreement are valid for sixty (60) 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 on your project. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Sincerely, KIMLEY-HORN AND ASSOCIATES, INC. / By: tAllison Megrath, AICP, CNU-A Chris Towne, P.E. Project Manager Assistant Secretary Attachments: Request for Information; Standard Provisions VILLAGE OF TEQUESTA` (gyjSignature) U �+ (Name: Printed or Typed) (Title) (Date) (Email) KAGVL_MISONew Busin MPub is SeaoATequesta12023ADM\CPTAG MoblOy PlenLLettw Agreement_ DEO CPTAG Moblily Plen_Vlllage of Tequesta.Oocn kimley-horn.com 800 Southwest 2" " Avenue, Suite 100, Gainesville. FL 32601 Kim ey>Morn Page 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 _ 3`t S 1 fir. Contact for Billing Inquiries _` Q Contact's Phone and e-mail 5ro� % 6 k- U 4 (, � ANke-A Q 4e4vtsA-, Client is (check one) Owner I V11 Agent for Owner I Unrelated to Owner Property Identification Parcel Parcel Parcel Parcel 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 800 Southwest 2"" Avenue, Suite 100, Gainesville, FL 32601 KIMLEY-HORN AND ASSOCIATES, INC. STANDARD PROVISIONS 1) Kimley-Horn's Scope of Services and Additional Services. Kimley-Horn will perform only the services specifically described in this Agreement. If requested by the Client and agreed to by Kimley-Horn, Kimley-Horn will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in writing, the Client shall pay Kirnley-Horn for any Additional Services an amount based upon Kimley-Horn's then -current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be billed at 1.15 times cost. 2) Client's Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall: a. Designate in writing a person to act as its representative, such person having complete authority to transmit instructions, receive information, and make or interpret the Clien('s decisions. b. Provide all information and criteria as to the Client's requirements. objectives, and expectations for the project and all standards of development, design, or construction. c_ Provide Kimley-Horn all available studies, plans, or other documents pertaining to the project, such as surveys, engineering data, environmental Information, etc., all of which Kimley, Horn may rely upon- d. Arrange for access to the site and other property as required for Kimley-Horn to provide its services. e. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining thereto within a reasonable time so as not to delay Kimley-Horn, f, Furnish approvals and permits from governmental authorities 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 Client. h. Give prompt written notice to Kirnley-Horn whenever the Client becomes aware of any development that affects Kirnley-Horn's services or any defect or noncompliance in any aspect of the project. 3) Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a properly executed copy of this 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 suspensions due to circumstances that Kimley-Worn does not control. If such delay or suspension extends for more than six months, Kimley-Horn's compensation shall be renegotiated_ 4) Method of Payment. Client shall pay Klmley-Hom as follows: a. Invoices will be submitted periodically for services performed and expenses Incurred. Payment of each invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held by Kimley-Horn and applied against the final invoice. Interest will be added to accounts not paid within 25 days at the maximum rate allowed by law. If the Client fails to make any payment due under this or any other agreement within 30 days after Kimley-Horn's transmittal of its invoice, Kimley-Horn may, after giving notice to the Client, suspend services and withhold deliverables until all amounts due are paid. b. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not pay Kirnley-Horn's invoice within 60 days of receipt, Kirnley-Horn may communicate directly with such third party to secure payment. c. If the Client objects to an invoice, it must advise Kirnley-Horn in writing giving Its reasons within 14 days of receipt of the invoice or the Client's objections will be waived, and the invoice shall conclusively 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 Kimley-Horn initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses shall include the cost, at Kimley-Hour's normal hourly billing rates, of the time devoted to such proceedings by its employees. e. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley- Horn may negotiate payment of any 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 negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of Kimley-Horn to collect additional amounts from the Client. 5) Use of Documents. All documents and data prepared by Kimley-Horn are related exclusively to the services described in 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 modifications by the Client to any of Kimley-Horn's documents, or any reuse of the documents without written authorization by Kimley-Horn will be at the Client's sole Rev 12.2022 risk and without liability to Kimley-Horn, and the Client shall indemnify, defend and hold Kimley-Horn harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom. Kimley-Horn's electronic files and source code remain the property of Kimley-Horn and shall be provided to the Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client and use of them is at the Client's sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by Kimley-Horn, the hardcopy shall govern. 6) Intellectual Property. Kimley-Horn may use or develop its proprietary software, patents, copyrights, trademarks, trade secrets, and other intellectual property owned by Kimley-Horn or its affiliates ("Intellectual Property") in the performance of this Agreement. Unless explicitly agreed to in writing by both parties to the contrary, Kimley-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 made during the performance of this Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn's 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 https://www.kimley- horn.com/khts-software-license-agreement ("the License Agreement") which terms are incorporated herein by reference. 7) Opinions of Cost. Because Kimley-Horn does not control the cost of labor, materials, equipment, or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but not limited to the costs of construction and materials, are made solely based on its judgment as a professional familiar with the industry. Kimley-Horn cannot and does not guarantee that proposals, bids, or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Kimley-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 by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof, or upon thirty days' written notice for the convenience of the terminating party. Kimley-Horn shall be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable expenses incurred by Kimley-Horn as a result of such 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 or similar services in the same locality at the time the services are provided. No warranty, express or implied, is made or intended by Kimley-Horn's 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, the risks are allocated such that, to the fullest extent allowed by law, and notwithstanding any other provisions of this Agreement or the existence of applicable insurance coverage, that the total liability, in the aggregate, of Kimley-Horn and Kimley-Horn's officers, directors, employees, agents, and subconsultants to the Client or to anyone claiming by, through or under the Client, for any and all claims, losses, 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 negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express or implied, of Kimley-Horn or Kimley-Horn's officers, directors, employees, agents, and subconsultants, shall not exceed twice the total compensation received by Kimley-Horn 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 by or through the Client, and nothing in this Section shall require the Client to indemnify Kimley-Horn. 11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits. 12) Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other consequences due to unknown conditions or related to the failure of contractors to perform work in accordance 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 Kimley-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. All requests for Kimley-Horn to execute certificates, lender consents, or other third -party reliance letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution. Kimley-Horn shall not be required to execute certificates, consents, or third -party reliance letters that are inaccurate, that relate Rev 12/2022 to facts of which Kimley-Horn does not have actual knowledge, or that would cause Kimley-Ham to violate applicable rules of professional responsibility. 14) Dispute Resolution. All claims arising out of this Agreement, or its breach shall be submitted first to mediation in accordance with the American Arbitration Association as a condition precedent to litigation. 15) Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian, transporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's services will be limited to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for Isolation, removal, or remedlatlon. Kimley-Horn will notify the Client of unanticipated hazardous substances or conditions of which Kimley-Ham actually becomes aware. Klmley-Horn may stop affected portions of Its services until the hazardous substance or condition is eliminated. 16) Construction Phase Services. a. If Kimley-Horn prepares construction documents and Kimley-Hom 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 Kimley-Horn in any way connected thereto- b. Kimley-Horn shall have no responsibility for any contractors means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Kimley-Horn have any authority or responsibility to stop or direct the work of any contractor. Kimley-Horn's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by Kimley-Horn. Kimley-Hom neither guarantees the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract documents. c. Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and its means and methods; that the contractor shall Indemnify the Client and Kimley-Horn for all claims and liability arising out of Job site accidents; and that the Client and Kimley-Horn shall be made additional Insureds under the contractor's general liability insurance policy. 17) No Third -Party Beneficiaries. Assignment and Subcontracting. This Agreement gives no rights or benefits to anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the Client and Kimley-Horn. The Client shall not assign or transfer any rights under or Interest in this Agreement, or any claim arising out of the performance of services by Kimley-Hom, without the written consent of Kimley-Horn. Klmley-Hom reserves the right to augment Its staff with subconsultants as It deems appropriate due to project logistics, schedules, or market conditions. If Klmley-Horn exercises this right, Kimley-Horn will maintain the agreed -upon billing rates for services identified in the contract, regardless of whether the services are provided by in-house employees, contract employees, or independent subconsultants. 18) Confidentiality. The Client consents to the use and dissemination by Kimley-Horn of photographs of the project and to the use by Kimley-Hom of facts, data and information obtained by Kimley-Horn in the performance of its services. If, however, any facts, data or information are specifically Identified in writing by the Client as confidential, Kimley-Horn shall use reasonable care to maintain the confidential Ity of that material. 19) Miscellaneous Provisions. This Agreement is to be governed by the taw of the State of Florida. This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, agreements, or understandings, whether written or oral. Except as provided in Section 1, this Agreement can be supplemented or amended only by a written document executed by both parties. Any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by Kimley-Hom. If Client requires Kimley-Horn to register with or use an online vendor portal for payment or any other purpose, any terms included in the registration or use of the online vendor portal that are Inconsistent or In addition to these terms shall be void and shall have no effect on Klmley-Horn or this Agreement. Any provision in this Agreement that is unenforceable shall be Ineffective to the extent of such unenforceabitity without invalidating the remaining provisions. 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. 20) PURSUANT TO FS 558.0035, EMPLOYEES OF KIMLEY-HORN MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE UNDER THIS AGREEMENT. Rev 1212022 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 must 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. 119.0701, 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 term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall 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 Village 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 Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-04401 OR AT lmcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 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. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.orp/TR/WCAG/."