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HomeMy WebLinkAboutAgreement_General_10/9/2025_Kimley-Horn and Associates, Inc. � ORIGINAL • GENERAL CONSULTING SERVICES CONTINUING CONTRACTS RFQ-PW/Utilities - 03-10-2025/MC Kimley-Horn and Associates, Inc. EXECUTED MAY 2025 MOLLY YOUNG MAYOR RICK SARTORY VICE-MAYOR JAYSON E. FRENCH COUNCIL MEMBER LAURIE BRANDON COUNCIL MEMBER PATRICK PAINTER COUNCIL MEMBER JEREMY ALLEN VILLAGE MANAGER MARJORIE G. CRAIG UTILITIES DIRECTOR DOUG CHAMBERS PUBLIC WORKS DIRECTOR WAYNE CAMERON BUILDING DIRECTOR 2.3 The Village and Engineer will confer prior to the issuance of any WA to discuss the scope of the Work, the time needed to complete the Work, including phasing, if any, and the fees for services to be rendered in connection with the Work. Thereafter, Engineer will submit a proposed WA to Village which shall state with specificity and detail the scope of Work, the time for completion, including phasing, if any, and the fees. WAs may divide the Work into individual tasks or phases, as discussed between the Village and Engineer prior to the issuance of the WA. At the discretion of Village Manager, WAs for certain general utility and civil services of minimal scope (those that do not exceed $15,000.00 total cost per WA) may be issued verbally for purposes of expediency but shall be followed up by Engineer with a written WA as soon as practical. Additionally, at the discretion of Village, a written WA for general Work services to be performed over a specified period (months, or years) may be issued. In such event, Engineer shall invoice Village from time to time, pursuant to Article 3 hereinbelow, against the agreed fees based on authorization from the Village Manager. Engineer shall commence no Work prior to receipt of Village authorization. _ Engineer shall not exceed the fee amount in any WA without prior Village authorization. Village agrees to cooperate with Engineer at all times with the provision of plans or other data in the possession of Village and available in Village files for any Work authorized hereunder. 2.4 Means, Methods & Safety. The Engineer will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the construction of the subject project(s). ARTICLE 3. COMPENSATION 3.1 The Village shall pay Engineer in accordance with each individual WA; however, such WA shall be — based upon the Fee Schedule attached hereto as Exhibit"A" and incorporated by reference as part of this Agreement. Compensation based upon such Fee Schedule will be negotiated as a lump sum price or as an hourly rate for each individual WA as set forth in Article 2 hereinabove. Payments shall be made by Village to Engineer on a monthly basis, pursuant to the Engineer's invoice for Work completed. _ 3.2 All requests for payment of "out-of-pocket" expenses which may be eligible for reimbursement shall be included in the individual WA applicable to the project. Copies of paid receipts, invoices or other documentation acceptable to the Village Manager may be requested by the Village for documentation sufficient to establish that the expense was actually incurred. No payment will be made for items not listed on the WA unless approved by the Village Manager prior to the expenditure by Engineer. 3.3 All fees presented in the Fee Schedule will remain in effect for the duration of the Agreement term. If the Agreement is renewed for any additional terms, as outlined in Article 1 of this agreement, the Engineer may request, through a formal amendment, a change in fees by mutual consent of both parties. ARTICLE 4. INSURANCE 4A During the performance of the services under this Agreement, Engineer shall maintain the following insurance policies written by an insurance company authorized to do business in Florida: 1. Professional liability of$2,000,000 per claim and $2,000,000 aggregate. 2. Commercial General Liability limits of$1,000,000 each occurrence and$2,000,000 aggregate. 3. General and Automobile liability insurance with bodily injury limits of not less than $500,000 for each person and not less than$500,000 for each accident and with property damage limits Page 2 of 9 of not less than $1,000,000 for each accident, and any greater limits as may otherwise be required by law. 4. Workers' Compensation insurance in accordance with statutory requirements. 4.2 Engineer shall furnish the Village certificates of insurance which shall include a provision that policy cancellation, non-renewal or reduction of coverage will not be effective until at least thirty (30) days written notice has been made to the Village. Engineer shall include the Village as an additional insured on the general and automobile liability insurance policies required by the Agreement. All of Engineer's subcontractors shall be required to include the Village and Engineer as additional insureds on their general and automobile liability insurance policies. Engineer shall not commence work under this Agreement or any WA issued hereunder until all insurance required as stated herein has been obtained and certificates evidencing same are on file with the Village. ARTICLE S. STANDARD OF CARE 5.1 Engineer shall exercise the same degree of care, skill and diligence in the performance of the services as is ordinarily provided by a comparable professional under similar circumstances and shall be obligated to correct services which fall below such standards at no additional cost to the Village. Engineer agrees that all services shall be performed by skilled and competent personnel. ARTICLE 6. INDEMNIFICATION 6.1 Engineer agrees to indemnify and hold harmless the Village, its employees and representatives, from and against any and all claims and liabilities, including all attorneys' fees and court costs recoverable under applicable law, including appeals, for which the Village, its employees and -. representatives, can or may be held liable as a result of injury (including death) to persons or damage to property to the extent caused by the negligence, recklessness,or intentionally wrongful acts or omissions of Engineer, its employees or agents, including subcontractors, in the performance of services under this Agreement. Engineer shall not be required to indemnify the Village or its agents, employees or representatives when an occurrence results from the wrongful acts or omissions of the Village or its agents, employees or representatives. The terms and conditions of this Article shall survive the completion of all services,obligations and duties provided for in this Agreement as well as the termination of this Agreement for any reason. ARTICLE 7. INDEPENDENT CONTRACTOR 7.1 Engineer undertakes performance of the services as an independent contractor and shall be wholly responsible for the methods of performance utilized. Engineer shall not pledge the Village's credit or make it a guarantor of payment of surety for any contract, debt, obligation,judgment, lien or any form of indebtedness. Engineer further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. ARTICLE 8. AUTHORITY TO PRACTICE 8.1 Engineer hereby represents and agrees that it has and will continue to maintain all professional licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Page 3 of 9 ARTICLE 9. COMPLIANCE WITH LAWS 9.1 In performance of the services, Engineer will comply with applicable and published regulatory — requirements, including federal, state, special district and local laws, rules, regulations, orders, codes, criteria and standards. ARTICLE 10. SUBCONTRACTING 10.1 The Village reserves the right, in its sole discretion, to accept or reject the use of a subcontractor and to inspect all facilities of any subcontractor to insure that the selected subcontractors will be able to perform properly under this Agreement. If a subcontractor fails to perform or make progress as required by any WA and it becomes necessary to replace the subcontractor in order to complete the work in a timely fashion, Engineer shall promptly provide a replacement, subject to acceptance of the new subcontractor by the Village. ARTICLE 11. FEDERAL AND STATE TAXES 11.1 The Village is exempt from federal tax and state sales and use taxes. Upon request,the Village will provide an exemption certificate to Engineer. Engineer is not exempt from paying sales tax to its suppliers for materials to fulfill contractual obligations with the Village, nor shall Engineer be authorized to use the Village's Tax Exemption Number in securing such materials. ARTICLE 12. AVAILABILITY OF FUNDS 12.1 The obligations of the Village under this Agreement and any WA are subject to the availability of funds lawfully appropriated for its purpose by the Village Council of the Village of Tequesta. Engineer may rely on the execution of an individual WA as evidence that funds have been appropriated. ARTICLE 13. TERMINATION OF AGREEMENT 13.1 This Agreement, or any WA issued hereunder, may be terminated by either party with or without cause upon thirty (30) days prior written notice to the other. Unless Engineer is in breach of this Agreement, Engineer shall be paid for services rendered to the Village's reasonable satisfaction through the date of termination. Notice as required hereunder shall be sufficient when provided in accordance with Article 14 herein below. _. ARTICLE 14. NOTICE 14.1 Any notice, demand, communication or request required or permitted hereunder shall be in writing and delivered in person, by facsimile or sent by certified mail as follows: AS TO VILLAGE WITH COPY TO AS TO ENGINEER Jeremy Allen Keith W. Davis, Esq. Tom Jensen Village Manager Village Attorney Engineer Village of Tequesta Davis&Ashton, P.A. Kimley-Horn and Associates, Inc. 345 Tequesta Drive 701 Northpoint Parkway,Suite 205 1920 Wekiva Way, Suite 200, Tequesta, FL 33469 West Palm Beach, FL 33407 West Palm Beach, FL 33411 14.2 Notices shall be effective when received at the addresses as specified above. Facsimile transmission is acceptable notice effective when received, however, facsimile transmissions received (i.e., printed) after 5:00 p.m. on weekends or holidays will be deemed received on the next business day.The original of the notice must additionally be sent by certified mail.Changes in the respective addresses to which such notice is to be directed may be made from time to time by either party by written notice sent by regular mail or facsimile to the other party. Page 4 of 9 ARTICLE 15. UNCONTROLLABLE FORCES �- 15.1 Neither Village nor Engineer shall be deemed in default of this Agreement if delays or failure of performance is due to uncontrollable forces, the effect of which, by the exercise of reasonable diligence,the nonperforming party could not avoid.The term "uncontrollable force(s)"shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage and governmental actions. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force,give written notice to the other party describing the circumstances and uncontrollable forces r preventing continued performance of the obligations of this Agreement. Notice as required hereunder shall be sufficient when provided in accordance with Article 14 hereinabove. 15.2 Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable,or remediable and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch. ARTICLE 16. OWNERSHIP OF DOCUMENTS 16.1 Engineer shall be required to cooperate with other consultants relative to providing information requested in a timely manner and in the specified form. All instruments of professional services, including, but not limited to, documents, records, disks, original drawings or other information created or procured by Engineer for any project which is the subject of this Agreement and an individual WA shall, upon completion of the work and payment of all monies due Engineer, become the property of the Village for its use and/or distribution as may be deemed appropriate by the Village. However, both parties specifically acknowledge and agree that any re-use of such documents by the Village, for other than the specific purpose intended, without written verification and adaption by Engineer for such specific purpose will be at the sole risk of the Village and without liability or legal exposure to Engineer. ARTICLE 17. ACCESS AND AUDITS 17.1 Engineer shall maintain adequate records to justify all charges and costs incurred in performing work authorized under this Agreement and individual WAs for at least three (3) years after ' completion of the applicable project. The Village shall have access to such books, records and documents as required in this section for the purpose of inspection or audit during normal working business hours at Engineer's place of business. ARTICLE 18. NON-DISCRIMINATION 18.1 Engineer represents that all of its employees are treated in a fair and equitable manner without regard to race, color, religion,gender, age or national origin. ARTICLE 19. ENFORCEMENT COSTS 19.1 If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, court costs and all expenses (including taxes) even if not taxable as court costs(including,without limitation, all such fees, costs and expenses incidental to Page 5 of 9 appeals), incurred in that action or proceeding, in addition to any other relief to which such party -- or parties may be entitled. ARTICLE 20. GOVERNING LAW AND VENUE ... 20.1 This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in the state or federal courts in and for Palm Beach County and the Agreement will be interpreted according to the laws of Florida. ARTICLE 21. SUCCESSORS AND ASSIGNS 21.1 The Village and Engineer each binds itself and its partners, successors, assigns and legal representatives to the other party in this Agreement and to the partners, successors, executors, administrators,assigns and legal representatives. Engineer shall not assign this Agreement without the express written approval of the Village. ARTICLE 22. SEVERABILITY 22.1 The invalidity, illegality or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. ARTICLE 23. PUBLIC ENTITY CRIMES 23.1 Contractor acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals,or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier or sub- contractor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statues,for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.The Contractor will advise the OWNER immediately if it becomes aware of any violation of this statute. ARTICLE 24. SCRUTINIZED COMPANIES 24.1 Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that _ Boycott Israel List and are not engaged in the boycott of Israel. Pursuant to section 287.135, Florida Statutes,the Owner may immediately terminate this Agreement at its sole option if the Contractor or any of its subcontractors are found to have submitted a false certification; or if the Contractor or any of its subcontractors,are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of this Agreement. 24.2 If this Agreement is for one million dollars or more,the contractor certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan List, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or engaged in Page 6 of 9 business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135,the Owner may immediately terminate this Agreement at its sole option if the Contractor, or any of its subcontractors are found to have submitted a false certification; or if the Contractor or any of its subcontractors are placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or are or have been engaged with business operations in Cuba or Syria during the ,,. term of this Agreement. 24.3 The Contractor agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this Agreement. 24.4 The Contractor agrees that the certifications in this section shall be effective and relied upon by the OWNER for the term of this Agreement, including any and all renewals. 24.5 The Contractor agrees that if it or any of its subcontractors'status changes in regards to any certification herein,the Contractor shall immediately notify the Owner of the same. 24.6 As provided in Subsection 287.135(8), Florida Statutes, if federal law ceases to authorize the above-stated contracting prohibitions then they shall become inoperative. ARTICLE 25. EMPLOYMENT ELIGIBILITY 25.1 This Agreement is subject to and governed by the laws of the State of Florida, including without _ limitation Chapter 448, Florida Statutes,which provides for General Labor Regulations,and specifically Section 448.095, Employment Eligibility.The Contractor acknowledges its legal obligation to comply with §448.095, Florida Statutes. —� i. Pursuant to Section 448.095, Florida Statutes, beginning January 1,2021,Contractor shall register with and use the U.S. Department of Homeland Security's E-Verify system, https://e- verifv.uscis.gov/emp,to verify the work authorization status of all Contractor employees hired on and after January 1, 2021. ii. Subcontractors— ._ a. Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. b. Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with,or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes. c. Contractor shall provide a copy of all subcontractor affidavits to the Village upon receipt and shall maintain a copy for the duration of the Agreement. iii. Contractor must provide evidence of compliance with Section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the CONTRACTOR stating all employees hired on and after January 1,2021, have had their work authorization status verified through the E- Verify system and a copy of their proof of registration is in the E-Verify system. iv. Failure to comply with this provision is a material breach of the Agreement and shall result in the immediate termination of the Agreement without penalty to the Village. CONTRACTOR Page 7 of 9 shall be liable for all costs incurred by the Village to secure a replacement Agreement, including but not limited to, any increased costs for the same services,any costs due to delay, and rebidding costs, if applicable. ARTICLE 26. OFFICE OF THE INSPECTOR GENERAL 26.1 Pursuant to Article XII of the Palm Beach County Charter,the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions,authority and power.The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses. ARTICLE 27. PUBLIC RECORDS 27.1 In accordance with Sec. 119.0701, Florida Statutes, Engineer must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described herein and in Engineer's proposal. Upon request from Village's custodian of public records, Engineer must provide Village with copies of requested records, or allow such records to be inspected or copied,within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. Should Engineer fail to provide the public records to Village, or fail to make them available for inspection or copying, within a reasonable time, Engineer may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, Engineer shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described herein and in Engineer's proposal are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if Engineer does not transfer the records to the Village. Finally, upon completion of the Agreement, Engineer shall transfer, at no cost to the Village, all public records in possession of Engineer, or keep and maintain public records required by the Village. If Engineer transfers all public records to the Village upon completion of the Agreement, Engineer shall destroy any -� duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Engineer shall be entitled to retain a copies of documents it creates for record purposes, pursuant to the requirements of this Article and Chapter 119, Florida Statutes. If Engineer keeps and maintains public records upon completion of the Agreement, Engineer shall meet all applicable requirements for retaining public records.Records that are stored electronically must be provided to Village, upon request from Village's custodian of public records, in a format that is compatible with Village's information technology systems. IF ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ENGINEER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Page 8 of 9 ARTICLE 28. ENTIRETY OF AGREEMENT 28.1 The Village and Engineer agree that this Agreement, including Exhibit "A" "Fee Schedule" and Engineer's Proposal submitted in response to Village's RFO,which is hereby incorporated into this Agreement;and all required insurance,licenses and approvals required by this Agreement sets forth the entire agreement between the parties,and that there are no promises or understandings other than those stated herein. None of the provisions,terms and conditions contained in this added to, modified, superseded or otherwise altered except by written instrument executed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have signed two (2) copies of this Agreement. At least one counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR. OWNER CONTRACTOR Village of Tequesta Kimley-Horn and Associates, Inc. .. 345 Tequesta Drive 1920 Wekiva Way,Suite 200 Tequesta, FL 33469 West Palm Beach{ FL 33411 ••• � AND qs Molly Young, M or Jas de,V.k sident cr ... ,pgau,uummnmrun �+ pF ..... , (VILLAGE SEAL) Q�p�'P0RATc� s (CORPb{3AT ti•"•• - C ATTEST �NCORpO ATTEST Lori McWilliams,Village Clerk 4T AME AND POSITION L(S0_ S�N�� SG -phafe� Page 9 of 9 Kimley)))Horn Village of Tequesta General Consulting Services Continuing Contracts RFQ-PW-Utilities — 03-10-2025/MC Kimley-Horn and Associates, Inc. Hourly Labor Rate Schedule Effective August 1, 2025, the following rates are utilized in calculating invoices for services: Job Title/Description Proposed Hourly Rates Principal $ 325.00 Chief Professional $ 315.00 Senior Project Manager $ 275.00 Project Manager $ 256.00 Senior Professional II $ 240.00 Senior Professional 1 $ 210.00 Registered Professional $ 190.00 Professional III $ 170.00 Professional11 $ 150.00 Professional $ 140.00 Senior Field Representative $ 225.00 Field Representative $ 150.00 CAD Designer $ 135.00 Administrative Support Staff $ 110.00 1. Rates are subject to adjustment starting Jul 2026. J J 9 Y 2. Hourly rates include all reimbursable costs. 3. No markups/multipliers on subconsultant hourly rates are proposed. Opinion of Village Attorney This is to certify that I have examined the attached Agreement,that after such examination, I am of the opinion that such documents conform to the laws of the State of Florida,that the execution of the Agreement is in due and proper form, that the representative of the respective Contracting Parties have full power and authority to execute such Contract on behalf of the respective Contracting Parties and that the foregoing agreements constitute valid and binding obligations on such parties. Keith D s, Esquire Att9mey for Village of Tequesta This the day of (JO-X/Q G' 20Q 5 Notice to Proceed (NTP) October 10,2025 Jason Lee,Vice President -- Kimley-Horn and Associates, Inc. 1920 Wekiva Way, Suite 200, West Palm Beach, FL 33411 PROJECT:General Consulting Services Continuing Contracts Dear Mr. Lee, One fully executed copy of your Agreement is enclosed. The commencement date is October 10, 2025. The following completion dates apply: ' Final Completion:October 10,2028 (3 calendar years duration from Notice to Proceed) Your attention is invited to the provision whereby you shall start to perform your obligations under this Agreement on the commencement date, which shall begin the Agreement time. Village of Tequesta Utilities will monitor the progress of the work and conformance with the Agreement. We look forward to working with you. Sincerely, VILLAGE OF TEQUESTA Marjorie Craig, PE Village of Tequesta Director, Utilities Department