Loading...
HomeMy WebLinkAboutDocumentation_Regular_Tab 09B_9/13/1990VILLAGE OF TEQUESTA WATER DEPARTMENT Post Office Box 3474 • 357 Tequesta Drive Tequesta, Florida 33469-0474 • (407) 575-6230 M E M O R A N D U M: TO: Thomas G. Bradford, Village Manager FROM: Thomas C. Hall, Water System Manager DATE: September 5, 1990 SUBJECT: CCNA Engineer Selection, Overview /C SE .6199061. On June 14, 1990, the South Florida Water Management District reissued our five year consumptive water use permit with a reduced allocation from the surficial aquifer. This new permit included 28 limiting conditions. Among these was a reduction in pumpage of each individual well. Because of this reduction we currently have a deficit relative to raw water available to be processed through our Treatment Plant. With construction of the new permitted surficial wells plant production would be increased 50% or approximately 1.320 mgd. Realizing time is of the essence, we immediately started the CCNA process seeking an engineer for our surficial well capital projects. On June 28, 1990, we mailed a Notice to Engineers to forty-four engineering firms. We also advertised in local newspapers on July 1 and 8, 1990. Thirteen firms responded with varied interests from all of the project to individual portions. On July 23, after staff review, firms were short listed and the top five were notified to prepare for interview by the Village Selection Committee. Interviews were conducted on July 26 and 27, 1990, by the Committee which was comprised of Mayor Capretta, Council Member Collings, Wendy Harrison, Tom Bradford and myself. The top three firms selected in order of preference were 1) Reese, Macon & Associates, Inc., 2) Gee & Jenson Engineers, 3) James M. Montgomery Consulting Engineers. We contacted our first choice to begin the negotiation process and on August 16, 1990, a meeting was conducted with Mr. William D. Reese, PE, of Reese Macon & Associates. The purpose of this initial meeting was to discuss the Contract for Professional Services Agreement format. The Village has established its own Standard Professional Services Agreement and minor changes were agreed to at that meeting. Page 2 September 5, 1990 CCNA Engineer Selection, Overview On August 24, 1990, a second meeting was held with R.M.A. to discuss and negotiate compensation relative to the proposed contract. At this meeting it was established that this project should be divided into four separate design, permit, bid and construction packages. Engineering fees were determined by staff to be acceptable. The attached Professional Services Agreement has been reviewed by the Village Attorney for legal form and sufficiency and has been approved for same. I would appreciate it if you would place on the Council Agenda for September 13, 1990, the Professional Services Agreement for Council review and award of same. Mr. Reese will be present at that Council meeting to answer any questions from those concerned. Since issuance of our new permit, we have been moving expeditiously toward expansion of our well fields and approval of this Agreement will facilitate continuation of that process. TCH:gk attachment • • •:i1! , yr '?. '' �i ai 'r' i r � Fh i •pF".►. . : `� • ° •C ....�r•' - � h.i'. 74" �, ..,. •�.'. ;.,•.. •• ., .• :eat_ VILLAGE OF TEQUESTA Thomas G. Bradford Village Manager i .. (o4l Ooo f • � � � 220� ©oc� •• z jU: rx � aru ��; }�, 3, �'�' k'k�t'�i��"'�t ,.tiy.�i btu a�` ; ,,. • PROFESSIONAL SERVICES AGREEMENT SURFICIAL AQUIFER WELLS, TRANSMISSION PIPING AND FINISHED WATER STORAGE TANK THIS AGREEMENT made and entered into this day of It 1990, by and between the VILLAGE OF TEQUESTA, a political subdivision of the State of Florida, hereinafter referred to as the "VILLAGE" and REESE, MACON AND ASSOCIATES, INC., a Florida Corporation hereinafter referred to as the "CONSULTANT". WITNESSETH WHEREAS, the VILLAGE has selected REESE, MACON 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 work prescribed herein in connection with GENERAL ENGINEERING SERVICES, hereinafter called the "WORK"; and WHEREAS, the VILLAGE having investigated the qualifications of the CONSULTANT to perform the WORK herein contemplated and found them satisfactory; and WHEREAS, the CONSULTANT having examined the scope of the WORK required hereunder 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 a period commencing on the date this agreement is signed through the completion of the scope of work and the CONSULTANT agrees to perform all engineering services in connection with the WORK, as described herein, for the total duration of this agreement, upon the following terms and conditions; namely: -1- SECTION 1 - GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 2.2 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 It is understood that a Notice to Proceed will be issued on an as needed basis at the sole discretion of the VILLAGE. The VILLAGE reserves, at all times, the right to perform any and all engineering work in-house or with other engineers. The VILLAGE acknowledges, however, that the Consultant will not be in a position to certify the completion or completeness of the Work unless given authorization to adequately review construction progress. This Agreement does not confer on the CONSULTANT any exclusive rights to VILLAGE WORK, nor does it obligate the VILLAGE in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the VILLAGE outside of this agreement. 1.3 The VILLAGE will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the WORK, the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 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. 1.5 The VILLAGE agrees that it will furnish to the CONSULTANT plans and other data available in the VILLAGE files pertaining to the WORK to be performed under this agreement within thirty (30) days of each Notice to Proceed. 1.6 The VILLAGE agrees to designate, the Village Manager, or his designee, as the representative who shall examine the documents submitted by the CONSULTANT and -2- shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the CONSULTANT's services. SECTION 2 - PROFESSIONAL SERVICES 2.1 2.2 General Engineering Services The categories of the General Engineering Service that may be required are as follows: 1. Geotechnical 2. Surveying 3. Permitting 4. Construction 5. Water System 6. Other Related Basic Services Services and Analysis Observation Engineering Services The Basic Services, for design and construction, consist of seven (7) phases described in Paragraph 2.2.1 through 2.2.7. The scope outlined below is applicable in its entirety to projects for which complete Basic Services are authorized. Upon notice to proceed from the Village Manager or his designee, the CONSULTANT agrees to provide complete professional engineering services for any portion or all of the seven Phases enumerated hereinafter. The CONSULTANT agrees to coordinate his effort with that of any other engineering, landscape architectural or architectural CONSULTANTS. The project scope is understood to fundamentally entail the provision of engineering services related to the design, permitting and construction of four (4) surficial aquifer water supply wells, well equipment and raw water transmission piping and a three (3) MG finished water storage tank with appurtenant piping/ valving. Four separate design, permit, bid and construction packages will be prepared: one each for the western well construction, the western well equipment, control and piping, the storage tank and piping, and, the eastern well construction, equipment and piping. The initial installation of the eastern well will be totally manual and converted to be consistent with the other wells upon installation of the western wells. The procedures set forth below will be applicable to each project, individually, except as noted. -3- 2.2.1 Phase I - Programming and Schematic Design: The purpose of this phase is to establish the design criteria for the project. The following specific tasks shall be performed: A. The CONSULTANT shall, in consultation with the VILLAGE, recommend well site selections, piping alignments and storage tank location. Well siting will be based on system hydraulics, and hydrogeologic considerations. Matters related to the acquisition of easements and right-of-ways will be handled directly by the VILLAGE. B. Review existing Saline Intrusion Monitoring Program (SALT) and prepare/submit proposal for updating the program to SFWMD. C. The CONSULTANT shall prepare a project schedule which establishes the completion date for each phase. D. The CONSULTANT shall prepare a construction cost estimate which shall include estimated cost of the project including hard and soft costs but not limited to fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, and utility service extensions. E. The CONSULTANT shall summarize the findings of this phase in a brief letter report and submit two (2) copies to the VILLAGE for approval. The CONSULTANT shall not proceed to the next phase until so directed by the VILLAGE, in writing. 2.2.2 Phase II - 30% Design Development: This phase is applicable only to the well equipment and raw water transmission piping, and, the storage tank with appurtenances. For the well equipment and transmission piping, the final sizing criteria cannot be established until the well drilling is complete. Additionally, the ultimate potential yield of the wells will have an impact on the viability of the use variable speed drives. These and other related details will not be established until the next phase. A. From the approved Schematic Design documents, the CONSULTANT shall••.prepare 30% Design Development -4- Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The 30% Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline specifications, Updated Statement of Engineering Cost Estimates, and Design Development Drawings, etc., as required to clearly delineate the Project. If the updated Engineering Cost Estimate exceeds the allocated funds, appropriate cost of scope reduction must be included. Application for permits shall be prepared and submitted to the VILLAGE and then submitted to the agencies upon return by the VILLAGE. The VILLAGE shall pay all permit fees. C. The CONSULTANT shall submit and present, upon request, two (2) sets of all documents required under this Phase, without additional charge, for approval by the VILLAGE and not proceed with the next Phase until directed in writing by the VILLAGE. 2.2.3 Phase III - 60% Design Development: This phase is only applicable to the well equipment and raw water transmission piping and the storage tank and appurtenances. A. When the development of the drawings has progressed to at least 60% completion in Phase III, the CONSULTANT shall submit two (2) copies to the VILLAGE for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by, changes in requirements, or general market conditions and an updated Project Schedule. B. The CONSULTANT shall not proceed with the further development until approval in writing of the 60% documents is received from the VILLAGE. The 60% complete Check Set shall be returned to the VILLAGE. C. A Notice to Proceed to the completion of Phase III will not be issued if the latest Statement of cost -5- exceeds the total allocated funds, unless the VILLAGE increases the total allocated funds or the CONSULTANT and the VILLAGE agree on methods of cost reduction sufficient to enable construction within funds available. D. At 85% Completion, A Set of Bid Specifications Will Be Submitted. 2.2.4 Phase IV - Final Construction Documents For the well construction this phase shall include presentation of bidding documents to drill pilot holes, production wells and approved SALT program wells. A. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the VILLAGE a final, updated Statement of Probable Construction Cost along with two (2) copies each of Check set drawings, specifications, reports, programs, etc., without additional charge, for a final review. B. The CONSULTANT shall make final submissions to appropriate authorities as necessary, to ascertain that the construction documents meet the necessary requirements to obtain all the necessary permits for construction. 2.2.5 Phase V - Bidding and Negotiation Phase: A. When all necessary approvals of the Construction Documents are obtained, and upon approval by the VILLAGE of the latest engineering cost estimate, the CONSULTANT shall assist the VILLAGE in obtaining bids and awarding and preparing construction contracts. Prospective bidders shall purchase plans and specifications from the CONSULTANT for bidding this project. The CONSULTANT shall be present during the bid opening and, as part of his assistance to the VILLAGE, will tally, evaluate and issue a recommendation to the VILLAGE. B. If the lowest responsible Base Bid received exceeds the Total Allocated Funds, the VILLAGE may: 1. Approve the increase in Project cost and award a construction contract or, 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope of or quality, or both, as approved by the VILLAGE and re -bid the Project, or 4. Suspend or abandon the Project or, 5. Exercise all options under the VILLAGE Charter and code of Ordinances and State Law. Note: Under item (2) above, the CONSULTANT shall without additional compensation, assist the VILLAGE in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction cost within the Total Allocated Funds when the excessive difference is caused as a direct result of the CONSULTANT design effort. 2.2.6 Phase VI - Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the VILLAGE. B. The CONSULTANT, as the representative of the VILLAGE during the Construction Phase, shall advise and consult with the VILLAGE and shall have authority to act on behalf of the VILLAGE to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre -construction meetings. D. The CONSULTANT shall at all times have access to the project whenever it is in preparation or progress, so he may perform as intended under this Agreement. E. The CONSULTANT shall visit the site at least weekly, and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the VILLAGE against defects and deficiencies in the -7- WORK. The CONSULTANT shall be required to provide resident project representation to perform the duties set forth in Appendix A contingent upon agreement on charges. The duties set forth in Appendix A shall not preclude the requirements set forth in this Agreement. On the basis of the on - site observations, the CONSULTANT will advise the VILLAGE as to the progress of and any observed defects and deficiencies in the WORK immediately, in writing. F. The CONSULTANT shall furnish the VILLAGE with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same weekly. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amount. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the VILLAGE that, he certifies to the VILLAGE that the WORK has progressed to the point indicated, and that the WORK is in conformance with the Contract Documents insofar as can be determined based on the level of observations performed subject to: 1. An evaluation of the WORK for conformance with the contract documents upon substantial completion. 2. The results of any subsequent tests required by the contract documents. 3. Minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have affirmative duty to recommend rejection of WORK which he observes as not being in conformance to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to provide a higher level of confidence in the compliance with Contract Documents, he will have authority (with the VILLAGE'S prior approval) to recommend special -8- reviews, observations or testing of any WORK deemed not to be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the PROJECT, or installed and completed. I. The CONSULTANT shall promptly review in a timely manner and approve or review with comments shop drawings, samples, and other submissions of the Contractor (as required by the Contract Documents) for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not authorized without concurrence with the VILLAGE. J. The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project initiated by others, and initiate proposed change orders as required by his own observations. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch list of any defects and discrepancies in the work required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the VILLAGE and satisfactory performance obtained thereon before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. 2.2.7 Phase VII - Post Construction Administration: A. The CONSULTANT shall prepare a basic hydrogeologic data report that will document geologic findings, drilling and well construction methods, analysis of pumping tests and water quality and implementation of the updated SALT program. B. The CONSULTANT shall furnish to the VILLAGE, reproducible (mylars) record drawings updated based on information furnished by the Contractor; such drawings shall become the property of the VILLAGE. C. The CONSULTANT shall assist the VILLAGE in review of the WORK one month before the expiration of any guarantee period and report observed defective WORK in the Project under terms of the guarantee/ warranties for correction. He shall assist the VILLAGE with the administration of guarantee/ warranties for correction of defective WORK that may be discovered during the said period. MM 2.3 ADDITIONAL PROFESSIONAL SERVICES 2.3.1 Additional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the VILLAGE'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing, or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the VILLAGE. The CONSULTANT may assume that the VILLAGE supplied record information is accurate and complete. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the VILLAGE to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the VILLAGE to be other than be fault of the CONSULTANT. -10- I. Making major revisions changing the Scope of project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the VILLAGE and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). J. The project will require subsurface borings and geotechnical work at the tank site, and survey work related to legal needs for property acquisition and laboratory work for chemical analyses. At the VILLAGE's option this work can be coordinated by the CONSULTANT and invoiced directly to the VILLAGE or invoiced through the CONSULTANT with mark-up as set forth in this document. 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. 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 and shall be completed within the time agreed to by both parties based on reasonable determination, 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. -11- SECTION 4 - BASIS OF COMPENSATION The CONSULTANT shall be paid by the VILLAGE as set forth below for the various phases. 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. For Phases I, II, III, IV, and V the CONSULTANT shall be paid a lump sum fee of one hundred and twelve thousand dollars ($112,000) including all fees and charges of the hydrogeologic sub -consultants. For Phases VI and VII, the CONSULTANT shall be paid according to the following schedule on the basis of actual time spent, plus reimbursement for non -salary expenses including but not limited to automobile travel at $.25/mile, reproduction and long distance telephone. The estimated total cost, excluding hydrogeologic services, provided under Phase VI and VII will not exceed seventy two thousand dollars ($72,000). This amount will not be exceeded without prior written approval by the VILLAGE. PROJECT MANAGER $62.50/HR SENIOR ENGINEER $57.50/HR ENGINEER/SR. TECHNICIAN $52.50/HR DESIGNER $45.00/HR DRAFTSMAN $37.50/HR TECHNICIAN $32.50/HR SECRETARY $25.00/HR A hydrogeologic sub -consultant will be used during the well construction work under Phase VI. For services and reimbursable expenses of special sub- contracting consultants employed by the CONSULTANT, the VILLAGE shall pay CONSULTANT the amount billed to CONSULTANT plus a 10% coordinating fee. For the hydrogeologic sub -consultant work under Phase VI, the total fee is estimated to be thirty six thousand dollars ($36,000). SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The VILLAGE will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. The CONSULTANT shall submit duly certified invoices to the Village Manager or his designee and provide the following information: -12- 1. The amount of the invoices submitted shall be the amount due for all WORK 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. Payment is due within twenty-one (21) days of submittal. SECTION 6 - RIGHT OF DECISIONS All services shall be performed by the CONSULTANT to the satisfaction of the Village Manager or his designee, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, quality, amount and value thereof and the Village Manager or his designee's decision upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. SECTION 7 - OWNERSHIP OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the VILLAGE without restriction or limitation in connection with the owners use and occupancy of the project. Reuse of these documents without written agreement from the CONSULTANT shall be the VILLAGE's sole risk, without liability and legal exposure to the CONSULTANT. When each individual section of the WORK completed under this Agreement is complete, all of the above data shall be delivered to the Village Manager or his designee. -13- 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 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 without added compensation. 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. 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 WORK included herein and for a period of one year after final payment is made. SECTION 11 - SUBLETTING The CONSULTANT shall not sublet, assign, or transfer any WORK under this Agreement without the prior written consent of the VILLAGE. 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 -14- 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 of making of this contract. For breach or violation of this warranty, the VILLAGE shall have the right to annul this contract without liability. SECTION 13 - TERMINATION OF AGREEMENT It is expressly understood and agreed that the VILLAGE or CONSULTANT may terminate this Agreement without penalty by declining to issue or accept Notice to Proceed authorizing WORK, in which event the VILLAGE's sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in accordance with the provisions of Section 4, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. All work product completed at the time of termination shall be turned over to the VILLAGE. SECTION 14 - TERMINATION OF WORK Work which has been authorized by the VILLAGE (in writing or orally with written approval pending) may be terminated at any time and for any reason by the VILLAGE. The CONSULTANT may keep reproducible copies of the WORK. The CONSULTANT will, upon submission of the necessary back up information, be paid for all work undertaken up to the time of the termination of work order and for reasonable costs associated with termination. SECTION 15 - DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period from the date of execution through project completion unless otherwise terminated by mutual consent of the parties hereto. SECTION 16 - DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been -15- made for such professional services not completed, the CONSULTANT shall return such sums to the VILLAGE within ten (10) days after notice that said sums are due. SECTION 17 - INSURANCE AND INDEMNIFICATION The CONSULTANT shall not commence WORK 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 judgements which may issue thereupon arising solely out of an error, omission, or negligent act of the CONSULTANT incident to the performance of the CONSULANT's professional services under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following insurance: A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed $100,000 of the limit of liability providing for all sums which the 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 $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage $1,000,000 single limit coverage. C. The VILLAGE OF TEQUESTA shall be named as additional insured under such policies (B). The policies shall contain a "severability of intent: or a "cross liability" clause without obligation for premium payment by the VILLAGE. 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, -16- 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 foregoing requirements shall not relieve the CONSULTANT of his 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 LAWS 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 WORK involved on this project. 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. IN WITNESS WHEREOF, 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 ATTEST: BY: Bill C. Kascavelis Village Clerk VILLAGE OF TEQUESTA FLORIDA Thomas G. Bradford Village Manager -17- ATTEST: STATE OF FLORIDA CONSULTANT: By: WILLIAM D. REESE, PRESIDENT REESE, MACON AND ASSOCIATES, INC. COUNTY OF PALM BEACH ) ss. AcknowleTEQUESTAdgment of VILLAGE OF 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 hereunto set my hand and official seal at Village of Tequesta, Palm,Beach County, Florida on this day of , 1990. Notary Public My Commission expires: STATE OF FLORIDA ) COUNTY OF PALM BEACH ss: ACKNOWLEDGMENT OF CONSULTANT ) BEFORE ME, the undersigned authority this day personally appeared and of Corporation, who did acknowledge to and before me thatFlorid; they executed the above and foregoing contract for the uses and purposes therein expressed with due authority on that behalf from said corporation. -18- IN WITNESS WHEREOF, I have hereunto set MY hnd Seal at Teques day of Palm Beach County, Flor daaon the official My commission expires Notary Public APPROVED AS TO FORM John C• Randolph Village Attorney -10- c. Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ENGINEER. S. Review of Work, Rejection of Defective Work, Inspections and Tests: a. Conduct on -site observations of the Work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Con- tract Documents. b. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observa- tion, or requires special testing, inspection or approval. C. Verify that tests, equipment and systems startups and operating and mainte- nance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to ENGINEER appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER. 6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to CON- TRACTOR clarifications and interpretations as issued by ENGINEER. 7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifi- cations in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job confer- ences, Shop Drawings and samples, reproductions of original Contract Docu- ments including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Con- tract, ENGINEER's clarifications and interpretations of the Contract Docu- ments, progress reports, and other Project related documents. b. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to ENGINEER. c. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major suppliers of materials and equipment. 1. Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR's compliance with the progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CONTRACTOR and recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 10. Payment Requests: Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward with recommendations to ENGINEER, noting particularly the relationship of the pay- ment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 12. Completion: a. Before ENGINEER issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ENGINEER, OWNER and CON- TRACTOR and prepare a final list of items to be completed or corrected. c. Observe that all items do final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance. C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. 2. Shall not exceed limitations of ENGINEER's authority as set forth in the Contract Documents. 3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors or CONTRACTOR's superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. S. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than Contractor. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections con- ducted by others except as specifically authorized by ENGINEER.