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HomeMy WebLinkAboutResolution_22-96/97_06/12/1997 RESOLUTION NO. 22 -9697 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING A CONTRACT BETWEEN THE VILLAGE OF TEQUESTA AND GEE & JENSON FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE PUBLIC SAFETY FACILITIES COMPLEX AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE SAME ON BEHALF OF THE VILLAGE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. The Professional Services Proposal between the Village of Tequesta and Gee & Jenson for professional architectural services in connection with the public safety facilities complex, attached hereto as Exhibit "A" and incorporated by reference as a part of this Resolution, is hereby approved and the Village Manager of the Village of Tequesta is authorized to execute the same on behalf of the Village of Tequesta. THE FOREGOING RESOLUTION WAS OFFERED by Councilmember Mackail , who moved its adoption. The motion was seconded by Councilmember Hansen and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION S Alexander IV. Cameron Joseph N. Capretta Carl C. Hansen Ron T. Mackail Elizabeth A. Schauer The Mayor thereupon declared the Resolution duly passed and adopted this 12th day of June, A.D., 1997. MAYOR OF TEQUESTA `.' I'-- { ✓.i Elizabeth A. Schauer i I( (� ATTEST: Jo'ann Manganidj Village Clerk I I wp60 \res \22 -97 � I GEE & JENSON • Engineers -Architects* Planners, Inc. SINCE 1951 One Harvard Circle West Palm Beach, FL 33409 Telephone (561) 683 -3301 Executive Fax (561) 697 -3892 Fax (561) 686 -7446 June 16, 1997 The Village of Tequesta Village Hall P.O. Box 3273 Tequesta, FL 33469 -0273 Attn.: Ms. Joann Manganiello Re: Public Safety Facility Complex Dear Ms. Manganiello: We are pleased to submit the following proposal for professional services in connection with the Public Safety Facilities Complex. This next phase will be based on information previously obtained in the long range Master Plan, where the Village • Hall, the Annex Building and the Garage are converted and added onto in order to house the Police and Fire - Rescue Services Departments. Gee and Jenson Engineers- Architects - Planners, Inc. herein referred to as the Consultant, proposes to furnish professional services for the Village of Tequesta, herein referred to as the Owner for the scope outlined below for the fees stipulated herein. These services will be performed in accordance with Section 2 and payment will be in accordance with paragraph 4C, of our Ongoing Services Agreement between the Village of Tequesta and Gee & Jenson dated October 31, 1989. Project Scope The scope of this project includes the conversion of three existing Village buildings into Public Safety buildings that will house the Police and Fire - Rescue Services Departments. The existing Village Hall will be renovated for use by the Police Department and the existing Annex Building and Garage will be added onto and renovated for the Fire - Rescue Services Department. The following is a list of the preliminary improvements which will be finalized after discussions with the Village Manager and the Public Safety staff. • The Village Hall improvements include: interior remodeling, window and door upgrades to meet current wind loading requirements, construction of temporary E.O.C. (Emergency Operations Center) located in the dispatch area; new electrical Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 2 -- June 16, 1997 • service (including backup power) and communications, and new mechanical and plumbing systems. The Annex Building and Garage improvements include: interior remodeling of both buildings, window and door upgrades to meet current wind load requirements, new electrical service (including backup power) and communications systems, limited exterior facade improvements, as well as new mechanical and plumbing systems. An addition containing the Fire - Rescue living quarters and apparatus bay related storage and decontamination areas will be constructed connecting the two existing buildings. Project site improvements include the widening of the access drive, existing parking lot enlargement and improvements and site landscaping in accordance with Ordinance 377. Scope of Services • The Consultant will perform the following: (Items in parenthesis represent corresponding contract services as described in our Continuing Contract dated October, 1989, see attachment 'B'.) 1. Investigation /Permitting/ Survey /Testing: a. Investigation Provide architectural, civil, mechanical, electrical and structural non- destructive field investigations to determine existing site conditions as pertinent to the Scope of Work. b. Permitting Preparation and submission of required permit documentation for: • Drainage, Environmental — SFWM (if required.), Village • Water - Village • Sanitary - Village • Electric- FPL • Landscape - Village c. Survey Provide a topographic and existing tree survey. d. Soil Testing. Coordinate required soil testing Geo- technical services to be contracted • and paid directly by the Owner. HO WARD\PROPS \PSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 3 -- June 16, 1997 • Basic Services The following Basic Services include Civil, Site Landscaping, Architectural, Structural, Mechanical, Fire Protection, and Electrical Services. Note: Civil /Sitework and utilities engineering included in the scope of services is for approximately 3.15 acres of site improvements of the total site area. Except for reasonably adjacent off -site utilities locations for project connections, off site work, including roadways, access roads, sewer and water lines, etc. are considered as additional services. 2. Schematic Design Phase (Phase 1) a. Meet with selected Staff to discuss Department operations and comments to floor plans B -1 and C which were prepared in the Master Plan. • b. Revise and update previous floor plans based upon findings in items 1 and 2a. Provide descriptions of proposed building systems. c. Submit to the Owner a Statement of Probable Construction Cost based on square foot area, or other unit costs. d. Submit to the Owner a Proposed Project Time Table, showing proposed completion dates on each Phase of the Project through Design, bidding, construction and proposed date of project completion. 3. 30% Design Development Phase: (Phase 11) a. From the approved Schematic Design Documents, the Architect shall prepare 30 % Design Development Documents consisting of Drawings and outline Specifications that describe the size and character of the Project as to the construction and materials used in the Project. b. Submit to the Owner a Revised Proposed Project Time Table, and Probable Construction Cost Estimate. 4. 60% Design Development Phase: (Phase 111) a. From the approved 30% Design Development Phase, the Architect shall prepare 60 % Design Development Documents consisting of Drawings and Specifications that describe the size and character of the Project as to • the construction and materials used in the Project. AllikRUHOWARMPROPSTSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying It LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 4 -- June 16, 1997 • b. Submit to the Owner a Revised Proposed Project Time Table, and Probable Construction Cost Estimate. 5. Final Construction Documents Phase : (Phase IV) a. Based upon the approved 60% Design Development Phase, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of drawings and specifications setting forth in detail the requirements for the construction of the project. b. Submit to the Owner a Revised Proposed Project Time Table, and Probable Construction Cost Estimate. 6. Bidding and Negotiation Phase: (Phase V) a. The Architect, following the Owner's approval of the Construction Documents and the Statement of Probable Construction Cost shall assist • the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. Attendance at a pre - bid Conference is included. 7. Construction Administration Phase: (Phase VI) The Architect shall provide administration of the Contract for Construction as set forth below: a. Attend Pre - Construction Meeting b. Review and process Contractor's submittals made in conformance with the contract requirements, such as shop drawings, product data and samples, for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. c. Visit the site the equivalent of (1) 4 hour visit per week, including travel. This includes the weekly on site job - progress meeting. * d. Provide periodic review field observation visits by Engineer as work progresses. e. Review and process monthly Construction Pay Requests. f. Select and submit materials /samples /colors for the Client's approval. g. Architect, civil, mechanical and electrical engineers provide Substantial • Completion field observation and punch list. h. Architect Final Field Observation and Close -Out. MHO WARD\PROPS\PSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 5 -- June 16, 1997 i *Based on a 12 month construction period. More on site field visits based on Client's needs are optional. (See exhibit 'A' of the Scope of Services.) Additional Services 8. Provide additional site visits as requested by the Owner (each visit is one person based upon a four (4) hour visit including travel time. 9. Additional services as mutually agreed upon Not Included in the Scope of Services 1. Destructive investigation in review of existing conditions. 2. Hazardous material (i.e.. lead paint, asbestos, etc.) analysis and removal. The Owner is responsible for obtaining a licensed Contractor to conduct such services. • 3. Communications system (LAN, telephone, including all 911 equipment, security, etc.) except for empty conduit system for the telephone services. 4. Lightning Protection. 5. Traffic Light Signaling 6. Antenna Design 7. Inventory of existing electrical /communication equipment (provided by owner as required). Timing of Performance The Scope of Services will be completed within the following calendar days after receipt of Notice to Proceed with that item of the scope of services, except for delays beyond the reasonable control of the Consultant. Item 1 A of the Scope of Services will be completed in Ten (10) calendar days. Item 1 B of the Scope of Services will be completed as the project progresses. An estimate is twenty -one (21) calendar days. Item 1 C of the Scope of Services will be completed in twenty -one (2 1) calendar days. • Item 1 D of the Scope of Services is included in Items 2 and 3 of the Basic Services. r HO WARD\PROPS \PSF. doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 6 -- June 16, 1997 • Item 2 of the Scope of Services will be completed in Twenty One (21) calendar days. Item 3 of the Scope of Services will be completed in Sixty (60) calendar days. Item 4 of the Scope of Services will be completed in Sixty (60) calendar days. Item 5 of the Scope of Services will be completed in Sixty (60) calendar days. Item 6 of the Scope of Services will be completed in Twenty Eight (28) calendar days (based on a 4 week bidding period). Item 7 of the Scope of Services will be completed in Fifty Two (52) calendar weeks (with phased construction). The above noted items of performance are not, however, a warranty or guarantee • that the noted services will be completed within such a time frame. Fees to be Paid For Item 1 A of the Scope of Services, the Consultant shall be paid a lump sum fee of Five Thousand One Hundred Dollars ($5,100.00) For Item 1 B of the Scope of Services, the Consultant shall be paid hourly fee equal to personnel costs times a factor of 2.3, per our Professional Service Agreement. A fee of Three Thousand Dollars ($3,000.00) can be included for estimate purposes only For Item 1 C of the Scope of Services, the Consultant shall be paid a lump sum fee of Nine Thousand Eight Hundred Dollars ($9,800.00) For Item 1 D of the Scope of Services, the Consultant's fees are included in Items 2 and 3 of the Basic Services. For Item 2 of the Scope of Services, the Consultant shall be paid a lump sum fee of Seventeen Thousand Four Hundred Dollars ($17,400.00) For Item 3 of the Scope of Services, the Consultant shall be paid a lump sum fee of • Twenty Six Thousand One Hundred Dollars ($26,100.00) MHOWARMPROPSTSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering 4 EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 7 -- June 16, 1997 For Item 4 of the Scope of Services, the Consultant shall be paid a lump sum fee of Forty Three Thousand Five Hundred Dollars ($43,500.00) For Item 5 of the Scope of Services, the Consultant shall be paid a lump sum fee of Forty Three Thousand Five Hundred Dollars ($43,500.00) For Item 6 of the Scope of Services, the Consultant shall be paid a lump sum fee of Eight Thousand Seven Hundred Dollars ($8,700.00) For Item 7 of the Scope of Services, the Consultant shall be paid a lump sum fee of Fifty Thousand Nine Hundred Dollars ($50,900.00)* *Amount applies for a phased construction period of 12 months. More on -site field visits based on Client's needs are optional (see Exhibit 'A' of Scope of Services) Additional Services • For Item 8 of the Scope of Services, the Consultant shall be paid a lump sum fee of Three Hundred and Fifty Dollars ($350.00) per visit. For Item 9 of the Scope of Services, the Consultant will provide additional services for other portions of work and for fees mutually agreed to by the Owner and the Consultant. Reimbursable Expenses In addition to the fees specified above, the Consultant shall be reimbursed for direct non - salary expenses, including, but not limited to, data processing, equipment rental, automobile travel at $0.33 per mile, $0.55 per mile for four -wheel drive and trucks, commercial air travel at cost, long distance telephone, subsistence, printing and reproduction, plus Florida sales taxes, if applicable. Invoices for services rendered are prepared monthly and are due and payable within thirty (30) days from date of the invoice. Owner agrees to pay such invoice within the time frame specified in Section 218.70, et seq., Florida Statutes, the 'Florida Prompt Payment Act'. Payments which are not received within sixty (60) calendar days from the date of invoice will be considered sufficient cause for Consultant to discontinue performing HO W ARD\PROPS \PSF. doc rN One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 8 -- June 16, 1997 • and providing services until payment in full is received. If Consultant is required to take action to collect past due invoices, the Owner will pay all legal fees and costs. This contract shall be governed by the laws of the State of Florida, and the appropriate venue for any actions arising out of the agreement would be Palm Beach County, Florida. If there are items that must be sublet, confirmed, certified or updated, the Consultant shall, as agent of the Owner, order the work with the Owner's approval, and the subcontractor shall bill the Owner directly. The Owner must make payments in accordance with the terms on the invoice in order not to stop the work. If the Consultant is directed by the Owner to handle the subcontract for the Owner, there will be a fifteen (15) percent charge for handling. In the event the Consultant is involved in providing services to assist the Owner in applying for and processing applications or permits, the fee for such service will not • be related to final approval or denial. All application or permit fees to agencies, associated with documents submitted by the Consultant on behalf of the Owner, shall be paid to the agency by the Owner. Resident Project Services On any project for which construction drawings and specifications were prepared by the Consultant and a certification of construction is required by a regulatory agency, the Owner shall employ the Consultant to perform resident project services for observation of the construction work. Unless the Consultant is engaged for resident project services, they will not be in a position to certify the work to those regulating agencies having jurisdiction and requiring certification. Project representation may require one or more full or part -time project representatives, depending upon the requirements of the project. The project representative will endeavor to provide protection for the Owner against observed defects and deficiencies in the work of the Contractor. However, the furnishing of resident project services does not guarantee the work of the Contractor, nor assume liability on the part of the Consultant for job safety or the Contractor's means, methods, techniques, sequences and /or procedures. Project Review Services • Services on a project site to evaluate the existing conditions of items such as paving, structural, architectural, building envelope, roofing, mechanical and /or ov \HOWARD \PROPS \PSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 9 -- June 16, 1997 • electrical systems are limited to identification of observable conditions only. Systems that are not visible to the observer from within the building envelope or from accessible exterior elements of the project are not part of the Consultant's observations. Review of these systems by the Consultant will only occur when specific and detailed descriptions of the system to be evaluated and the manner in which access is to be provided is detailed in the Scope of Services. The Consultant will not be responsible for observing or notifying the Owner of any conditions or issues not included in the Scope of Services. Shop Drawing & Sampling Review When retained by the Owner to provide shop drawing and sample review services, as part of the construction administration phase of a project, the Consultant's responsibilities are limited to review for conformance with general design concept as required in the contract documents only. Specifically excluded from our services are reviews of dimensions, quantities, sizes, construction details, completeness of • drawings and means or materials used in fabrication or installation. Modification to the Terms of this Agreement In the event Owner issues a Purchase Order or Memorandum or other Instrument covering the professional services described herein, it is hereby specifically agreed and understood that such Purchase Order, Memorandum or Instrument is for Owner internal control purposes only and any and all terms and conditions contained therein, whether printed or written, shall be of no force or effect. This contract is the entire contract between the parties and there is no modification or waiver of any of the terms and conditions herein unless signed by both parties. Estimates Since the Consultant has no control over the cost of labor and materials or over competitive bidding and market conditions, the estimates of construction cost provided for herein are for general information only and are made in accordance with the applicable standard of care. Accordingly, the Consultant does not guarantee the accuracy of such estimates when compared to the Contractors' bids or the project construction cost. Termination • This Agreement may be terminated by either party by giving thirty (30) days advance written notice. The Consultant shall be paid for services rendered to the r HO WARD\PROPS\PSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 10 -- June 16, 1997 date of termination on the basis of a reasonable estimate of the portion of services completed prior to termination and shall be paid for all reasonable expenses resulting from such termination and for any unpaid reimbursable expenses. Ownership and Use of Documents Drawings, specifications, and electronic data files as instruments of service are and shall remain the property of the Consultant whether the project for which they are made is executed or not. The Owner shall be permitted to retain copies, including reproducible copies, of drawings, specifications, and hard copies of electronic data files for information and reference in connection with the Owner's use and occupancy of the project. The drawings and specifications shall not be used by the Owner on other projects, for additions to the project, or for completion of the project by others provided the Consultant is not in default under this agreement, except by agreement in writing and with appropriate compensation to the Consultant. • Code and Regulatory Compliance The Consultant prepares documents in accordance with known codes and resolutions and relies on his experience to evaluate their applicability to designs, products, studies and decisions that are part of the services to the Owner. Local interpretations of codes and regulations may vary and, therefore, require input from authorities having jurisdiction over the project. During meetings and permit processing phases specific interpretations are made by these authorities that are effectively official decisions of the agency. Such changes can impact the cost and /or schedule of the project and cannot be controlled by the Consultant. These conflicts include but are not limited to the following: Application of new codes and /or regulatory criteria not published, enacted or applied at the time the agreement between the Consultant and the Owner was entered into. Changes in agency staff, conflict or changes in official interpretations of existing codes and regulations, or in the inclusion of a particular code or regulation as to their applicability to the project, made after the agreement was entered into. Such occurrences can be imposed during and after design, and in extreme cases during • or after construction. \HOWARD \PROPS\PSF. doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 . Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 11 -- June 16, 1997 • Conflicting interpretations of agency inspectors or representatives during or after construction. For the above reasons and others, the Owner or the contractor shall not depend upon the design contract documents to proceed in any way with an activity that will incur costs or liability prior to receipt of permits or agency approvals. Additionally, the Owner agrees that changes made by these authorities after receipt of permits or approvals are beyond the Consultant's control. Subject to the direction of the Owner, the Consultant will respond accordingly. Any professional services provided by the Consultant associated with meetings, design or contract document modifications, preparation of change orders, new permits or any other task associated with the resolution of matters brought about by the occurrence of the above are not considered part of the Consultant's basic services and will be compensated for as additional services. Modifications and Additions to Existing Structures Because of the Consultant's many years of background and experience in design and construction, the Consultant is qualified to make recommendations and designs which, in the Consultant's opinion, will meet the needs of the situation. These services will be performed in accordance with the Consultant's skill and ability and commensurate with the applicable standard of care and the economics of the situation. Although the documented components of the existing structure to be modified can be analyzed, the actual components of the existing structure cannot be fully determined without destructive analysis or the ability to perform other invasive technology or testing. • HO W ARD\PROPS\PSF. doc rN One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 12 -- June 16, 1997 • Acceptance Acceptance of this proposal may be indicated by the signature of a duly authorized official of the Owner in the space provided below. One signed copy of this proposal returned to the Consultant will serve as an Agreement between the two parties and as Notice to Proceed. This contract will be binding on the parties hereto and parties' successors and assigns. Should this proposal not be accepted within a period of thirty (30) days from the above date, it shall become null and void. Very truly yours, Accepted by: GEE & JENSON VILLAGE OF TEQUESTA Engineers- Architects - Planners, Inc. Thomas C. Orlowski, AIA, NCARB By: G`"' A Senior Vice President Print Name and Title: TCOish T (Z Date: _ 2 ­2 M , Lisa Lemanowicz • \ \ORL\HO W ARD \PROPS \PSF.doc One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land Surveying # LB 0002934 The Village of Tequesta Attention: Ms. Joann Manganiello Page 13 -- June 16, 1997 • GEE & JENSON ENGINEERS - ARCHITECTS - PLANNERS, INC. EXHIBIT 'A' 1997 Pre Construction Meeting 6 hours Shop Drawings 200 hours Architectural 70 hours Structural 24 hours M/P 43 hours Electrical 43 hours Civil /Landscaping 10 hours Color Boards 16 hours • In- office Administration; calls, faxes, etc (min.) 2 hours /week 104 hours Field Visits- above and beyond Arch 32 hours Structural (2 visits x 4 hours) M/P (2 visits x 4 hours) Elect (2 visits x4 hours) Civil (2 visits x 4 hours) Field Visits /Process Pay request (1 visit /wk x 52 weeks) 208 hours Substantial Completion Architectural 16 hours Mechanical 12 hours Electrical 12 hours Civil /Landscape 8 hours Clerical 8 hours Final Completion - 20 hours Close Out Architect 20 hours • Clerical 16 hours $50,900.00 \HOW ARDTROPSTSF.doc ov One Harvard Circle • West Palm Beach, FL 33409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 Engineering # EB 0002934 • Architecture # AA C000656 • Landscape Architecture # LC C000050 • Land surveying # LB 0002934 EXHIBIT "B" PROFESSIONAL SERVICES AGREEMENT • THIS AGREEMENT made and entered into this 31 day Of DC, - 6b-e , _ 1989, by and between the VILLAGE OF TEQUESTA, a political subdivision of the State of Florida, hereinafter referred to as the "VILLAGE" and GEE AND JENSON ENGINEERS - ARCHITECTS- PLANNERS, INC., a Florida Corporation hereinafter referred to as the "CONSULTANT ". WITNESSETH WHEREAS, the VILLAGE has selected GEE AND JENSON 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 professional services prescribed herein in connection with PROFESSIONAL SERVICES, hereinafter called the "SERVICES "; and WHEREAS, the VILLAGE having investigated the qualifications of the CONSULTANT to perform the SERVICES herein contemplated and found them satisfactory; and WHEREAS, the CONSULTANT having examined the scope of SERVICES required hereunder and having expressed his desire and willingness to provide such professional 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 commencing on the date this agreement is signed and the CONSULTANT agrees to perform all professional services as may be authorized by the VILLAGE in connection with the SERVICES, as described herein, upon the following terms and conditions; namely: SECTION 1 - GENERAL PROVISIONS: 1.1 The CONSULTANT shall provide General Consulting Services as may be requested from time to time in accordance with the terms and conditions herein. 1.2 The CONSULTANT may be issued a Notice to Proceed to encompass the entirety of Basic Professional Project 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. 1.3 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 professional SERVICES in -house or with other professional consultants. This Agreement does not confer on the CONSULTANT any exclusive rights to VILLAGE SERVICES, • nor does it obligate the VILLAGE in any manner to guarantee SERVICES 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. 1.4 The VILLAGE will Confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the SERVICES, the time needed to complete the SERVICES and the • fee for the SERVICES to be rendered in connection with the WORK. 1.5 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. 1.6 The VILLAGE agrees that it will furnish to the CONSULTANT plans and other data available in the VILLAGE files pertaining to the SERVICES to be performed under this agreement within thirty (30) days of each Notice to Proceed. 1.7 The VILLAGE agrees to designate, the Village Manager, or his designee, as the representative who shall examine the documents submitted by the CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the CONSULTANT's services. SECTION 2 - PROFESSIONAL SERVICES 2.1 General Consulting Services The categories of the General Consulting Services that may be required are as follows: 1. Storm and Sanitary Sewer Engineering 2. Traffic Engineering 3. Roadway and Parking Lot Design 4. Structure Analysis and Design 5. Geotechnical Services and Analysis 6. Surveying 7. Permitting B. Construction Observation 9. Architectural 10. Landscape Architecture 11. Planning 12. Water System Engineering 13. Other Related Services 2.2 Basic Professional Project 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 professional 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. 2.2.1 Phase I - Programming and Schematic Design: A. The CONSULTANT shall confer with representatives of the VILLAGE to determine the full scope of the Project that will meet the program requirements within the allocated funds. B. The CONSULTANT shall use proper and adequate design control to provide an increased level of confidence to the VILLAGE • that the Project may be constructed within the allocated funds. 2 - C. The CONSULT T shall prepare a Design )ncept and Schematic Report, comprising the Project Timetable (Master Schedule) Planning Summary (if requested), Schematic Design Studies (if requested) as defined below, and the Engineering Cost Estimate. D. The Proposed Project timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (if requested) shall consist of a vicinity plan and blow -up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (if requested) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept: G. The Engineer's Cost Estimate 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, movable estimate (if any), land cost (if applicable) and utility service extensions (if applicable). H. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the VILLAGE and he shall not proceed with the next Phase until directed in writing by the VILLAGE. 2.2.2. Phase II - 30% Desig Develo A. From the approved Schematic Design documents, the CONSULTANT shall prepare 30% Design Development 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 or 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: 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. - 3 - B. The CONSUL..ANT shall not procee- with the further development until approval in writing of the 60% documents is received from the VILLAGE. The CONSULTANT shall make all changes to documents. The 60% complete Check Set shall be returned to the VILLAGE. C. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of cost 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 the funds available. D. At 85% Com A_ Set of Bid Spe cification s Will Be Submitted V -- - 2.2.4 Phase IV - Final Construction Documents 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 of drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. 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 furnish ten (10) sets of drawings and specifications as indicated above for bidding, and assist the VILLAGE in • obtaining bids and awarding and preparing construction contracts. 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 or quality, or both, as approved by the VILLAGE and re -bid the Project, or 4. Suspend or abandon the Project 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 and when the Contractor's final Payment Certificate is approved and paid by the VILLAGE. 4 - B. The CONSUL'... +T, as the representative : 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 wherever 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 work. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the work as set forth in this Agreement and defined by the Scope of SERVICES issued for the individual project. 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. The CONSULTANT will endeavor to provide protection for the client against defects and deficiencies in the work of the Contractor. However, the furnishing of on -site observation services does not guarantee the work of the Contractor, nor assume liability on the part of the Consultant on.job safety or the performance of the Contractor. 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 amounts. 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 general 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 general 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 the Contract Documents, he will have authority (with the VILLAGE'S prior approval) to recommend special 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. - 5 - 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 be 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 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. B. The CONSULTANT shall assist the VILLAGE in a 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. 2.3. ADDITIONAL PROFESSIONAL SE RVICES 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 SERVICES 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. • F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. 6 - 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 by fault of the CONSULTANT. I. Making major revisions changing the Scope of a 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). 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 SERVICES 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. The issuance of a written Notice to Proceed is not applicable to General Consulting Services which may be requested of the CONSULTANT from time to time. 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. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate an "hourly rate" fee or an hourly fee with a "not to exceed" upper limit or a lump sum amount (or a combination of the above) for SERVICES assigned to him based on the Scope of such SERVICES. Upon agreement of a fee, the Village Manager or his designee will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the VILLAGE reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. For reproduction of plans and specifications, beyond the requirements as identified under Section 2 - Professional Services, the VILLAGE will pay the direct costs, thereof. The fees for Professional Services including General Consulting Services, for each phase of the SERVICES, shall be determined by one • of the following methods or a combination thereof, as mutually agreed upon by the VILLAGE and the CONSULTANT and incorporated into the Notice to Proceed, where applicable. 7 - A. Hourly Rato Fact Tha VILLAOR &groan to pay, and the CONSULTANT agrees to accept, for the services rendered • pursuant to this Agreement a fee based on personnel costs times a factor of 2.3. (The VILLAGE will issue a purchase order for the SERVICES which will contain an estimate of total fees. New purchase orders will be issued as required to allow continuation of the SERVICES.) B. Not to Exceed Upper Limit: In cases where the scope of SERVICES can be readily defined and the level of contingency can be estimated, the VILLAGE and the CONSULTANT will attempt to agree on an upper limit for the hourly SERVICES. Hourly rate fees will be paid for the time worked and billed up to the limit of the agreed upon "Not to Exceed" fee. The "Not to Exceed" limit will be negotiated with the CONSULTANT based upon his estimate of time and contingencies. C. Lump Sum Fee: If this is the agreed upon option, the CONSULTANT agrees to negotiate a "Lump Sum Fee" for a particular assignment when the SERVICES can be clearly defined. The "Lump Sum Fee" shall be paid for the percent of SERVICES completed including expenses and services of sub - consultants. The negotiated "Lump Sum Fee" will include all wages, benefits, overhead, profit, and expenses for the SERVICES and will not be increased unless there is a change in the Scope of SERVICES. D. Special Subcontracting Consultants: For SERVICES and reimbursable expenses of special subcontracting consultants employed by the CONSULTANT, VILLAGE shall pay CONSULTANT the amount billed to CONSULTANT. Coordinating fees of the CONSULTANT shall be included in the "Lump Sum Fee ". Hourly rate contracts will pay for man hours spent. If sub- consultant is added after negotiation of a "Lump Sum Fee ", • a 10% coordinating fee may be added to the sub - consultants' fee. For Reimbursable Expenses: In addition to payments provided for in. paragraphs A and B, VILLAGE shall pay CONSULTANT the actual costs of all Reimbursable Expenses incurred in connection with the provision of Professional SERVICES times a factor of 1.10. SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The VILLAGE will make monthly payments or partial payments to the CONSULTANT for all authorized SERVICES performed during the previous calendar month. The CONSULTANT shall submit duly certified invoices to the Village Manager or his designee and provide the following information: 1. The amount of the invoices submitted shall be the amount due for all SERVICES performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Total Contract amount b. Percent of SERVICES complete C. Amount earned d. Amount previously billed e. Due this invoice f. Summary of SERVICES done this billing period • g. Invoices number and date h. Purchase Order number 8 - SECTION 12 - WARRANTY The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely • for the CONSULTANT, to solicit or secure this contract and that he has' not paid or agreed to pay any company or person other than a bona Lido employea working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the VILLAGE shall have the right to annul this contract without liability. SECTION 13 - TERMINATION OF AGR EEMENT 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 SERVICES, in which event the VILLAGE'S sole obligation to the CONSULTANT shall be payment for those units or sections of the SERVICES previously authorized in accordance with the provisions of Section 4, such payment to be determined on the basis of the SERVICES 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 in accordance with the provisions of Section 7. General Consulting services shall be terminated by the VILLAGE or CONSULTANT thirty (30) days after issuance of a Notice of Termination to the other party. SECTION 14 - TERMINATION OF SERVICES SERVICES which have 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 will, upon submission of the necessary back up information, be paid for all services undertaken up to the time of the termination of services order and for reasonable costs associated with termination. • SECTION 15 - DU RATION OF AGREEMENT This Agreement, for the purpose of issuing new SERVICES shall remain in full force and effect until terminated by the VILLAGE or CONSULTANT. 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 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 SERVICES under 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 CONSULTANT'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 $2,000,000 • with deductible per claim if any, not to exceed $250,000 of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by him in connection with this Agreement. This insurance shall be maintained for one 10 - 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 • $500,000 per person and $500,000 per occurrence for bodily injury and $500,000 per occurrence for property damage or $500,000 single limit coverage. C. Workers' Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. D. The VILLAGE OF TEQUESTA shall be named as additional insured under such policies (B only). 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, 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 SERVICES 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 VILLAGE OF TEQUESTA, FLORIDA ATTEST: By: Thomas G. Bradford Village Manager Bill C. scavelis • Villa e Clerk - 11 - CONSULTANT: ATTEST: By: Gee` -and Jenson Engi "neers- ( ) Architects- Planners, Inc. STATE OF FLORIDA ) ss: Acknowledgment of VILLAGE OF TEQUESTA COUNTY OF PALM BEACH ) 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 u2 day of Me, 1989. — I Notary Public NOTARY rue1.IC. STAT'c Or' FLORIDA. 21. 1092. Dunne - n r r wne ururnv nircir v. My Commission expires: STATE OF FLORIDA ) as: ACKNOWLEDGMENT OF CONSULTANT COUNTY OF PALM BEACH ) BEFORE_ ME, th undersigned.—authority his day personally appeared ^ti t r.� J� ��, .(� V,r -0jti and ( �i C t� ��f�e �Q l-r;.Z Ctc9 Q , of GEE AND JENSON, ENGINEERS - ARCHITECTS PLANNERS, INC., a Florida Corporation, who did acknowledged 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 said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and official seal at Tequesta, Palm Beach County, Florida on the '� day of (1C 4 ti 1989. Notary Public My commission. expires .(_, - ,')a -q 3 APPROVED AS TO FORM L John C. Randolph Village Attorney - 12 - GEE & JENSON ON Eng reels • A10VIe.C15 . 1'lanrKtrs trC '41LA r . CMc Harvard Citcw • Wee.; Palm Bea: h. Ft 33409 I eleo icv e- i SE 1) 683 3301 ERecunve Fa- (ro1) 697 3897 Fax (561) 6W -7446 April 23, 1997 The Village of Tequesta Village Hall P.O. Box 3273 Tequesta, FL 33469 -0273 Attn.: Ms. Joann Manganiello Re: Public Safety Facility Complex Dear Ms. Manganiello: We are pleased to submit the following proposal for professional services in connection with the Public Safety Facilities Complex. This next phase will be based on information previously obtained in the long range Master Plan, where the Village Hall, the Annex Building and the Garage are converted and added onto in order to house the Police and Fire - Rescue Services Departments. Gee and Jenson Engineers- Architects - Planners, Inc. herein referred to as the • Consultant, proposes to furnish professional services for the Village of Tequesta, herein referred to as the Owner for the scope outlined below for the fees stipulated herein. These services will be performed in accordance with Section 2 and payment will be in accordance with paragraph 4C, of our Ongoing Services Agreement between the Village of Tequesta and Gee & Jenson dated October 31, 1989. Project Scooe The scope of this project includes the conversion of three existing Village buildings into Public Safety buildings that will house the Police and Fire - Rescue Services Departments. The existing Village Hall will be renovated for use by the Police Department and the existing Annex Building and Garage will be added onto and renovated for the Fire - Rescue Services Department. The following is a list of the preliminary improvements which will be finalized after discussions with the Village Manager and the Public Safety staff. The Village Hall improvements include: interior remodeling, window and door upgrades to meet current wind loading requirements, construction of temporary E.O.C. (Emergency Operations Center) located in the dispatch area; new electrical •- I he village of T equesta Attention: Ms. Joann Manganiello Page 2 -- April 23, 1997 • service (including backup power) and communications, and new mechanical and plumbing systems. The Annex Building and Garage improvements include: interior remodeling of both buildings, window and door. upgrades to meet current wind load requirements, new electrical service (including backup power) and communications systems, as well as new mechanical and plumbing systems. An addition containing the Fire - Rescue living quarters and apparatus bay related storage and decontamination areas will be constructed connecting the two existing buildings. Project site improvements include the widening of the access drive, existing parking lot enlargement and improvements and site landscaping in accordance with Ordinance 377. Scope of Services The Consultant will perform the following: (Items in parenthesis represent corresponding contract services as described in our Continuing Contract dated October, 1989, see attachment 'B'.) • 1. Investigation /Permitting/ Survey /Testing: a. Investigation Provide architectural, civil, mechanical, electrical and structural non- destructive field investigations to determine existing site conditions as pertinent to the Scope of Work. b. Permitting Preparation and submission of required permit documentation for: • Drainage, Environmental - SFWM (if required.), Village • Water - Village • Sanitary - Village • Electric- FPL • Landscape - Village c. Survey Provide a topographic and existing tree survey. d. Soil Testing. Coordinate required soil testing Geo- technical services to be contracted and paid directly by the Owner. • f NOWABr) P Pe -West Palm Beach, doc -- F ��ne Harvad MAIM FL 33409- Telephone (56')683 -330 -Fax (5611686-7466o E =ecu:ve Fax (56 •' = c' 3e °: , r,e v mage of i equesia Attention: Ms. Joann Manganiello Page 3 -- April 23, 1997 • Basic Services The following Basic Services include Civil, Site Landscaping, Architectural, Structural, Mechanical, Fire Protection, and Electrical Services. Note: Civil /Sitework and utilities engineering included in the scope of services is for approximately 3.15 acres of site improvements of the total site area. Except for reasonably adjacent off -site utilities locations for project connections, off site work, including roadways, access roads, sewer and water lines, etc. are considered as additional services. 2. Schematic Design Phase (Phase 1) a. Meet with selected Staff to discuss Department operations and comments to floor plans B -1 and C which were prepared in the Master Plan. b. Revise and update previous floor plans based upon findings in items 1 and 2a. Provide descriptions of proposed building systems. c. Submit to the Owner a Statement of Probable Construction Cost based on square foot area, or other unit costs. . d. Submit to the Owner a Proposed Project Time Table, showing proposed completion dates on each Phase of the Project through Design, bidding, construction and proposed date of project completion. 3. 30% Design Development Phase: (Phase III a. From the approved Schematic Design Documents, the Architect shall prepare 30 % Design Development Documents consisting of Drawings and outline Specifications that describe the size and character of the Project as to the construction and materials used in the Project. b. Submit to the Owner a Revised Proposed Project Time Table, and Probable Construction Cost Estimate. 4. 60% Design Development Phase: (Phase 111) a. From the approved 30% Design Development Phase, the Architect shall prepare 60 % Design Development Documents consisting of Drawings and Specifications that describe the size and character of the Project as to the construction and materials used in the Project. One Nanard Circle •West Palm Beach. FL 33409 •Telephone (561) 683 -3301 •Far (561168&7446 • EAecutrve Fa ( 561) 697 -3892 I -1. . n,aayc vI I cyuvaaa Attention: Ms. Joann Manganiello Page 4 -- April 23, 1997 • b. Submit to the Owner a Revised Proposed Project Time Table, and Probable Construction Cost Estimate. 5. Final Construction Documents Phase : (Phase IV) a. Based upon the approved 60% Design Development Phase, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of drawings and specifications setting forth in detail the requirements for the construction of the project. b. Submit to the Owner a Revised Proposed Project Time Table, and Probable Construction Cost Estimate. 6. Bidding and Negotiation Phase: (Phase V) a. The Architect, following the Owner's approval of the Construction Documents and the Statement of Probable Construction Cost shall assist the Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for construction. Attendance at a pre - bid Conference is included. • 7. Construction Administration Phase: (Phase VI) The Architect shall provide administration of the Contract for Construction as set forth below: a. Attend Pre- Construction Meeting b. Review and process Contractor's submittals made in conformance with the contract requirements, such as shop drawings, product data and samples, for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. c. Visit the site the equivalent of (1) 4 hour visit per week, including travel. This includes the weekly on site job - progress meeting. " d. Provide periodic review field observation visits by Engineer as work progresses. e. Review and process monthly Construction Pay Requests. f. Select and submit materials /samples /colors for the Client's approval. g. Architect, civil, mechanical and electrical engineers provide Substantial Completion field observation and punch list. h. Architect Final Field Observation and Close -Out. L OW' afd u PSF doc . . Harvard Ci+cle •Wes' Palm FL 33409 • Telephone (561) 683 3301 • Fax 4561) 686.7446 • Executive Fax (561) 697 -3892 i ne vmage or i equesta Attention: Ms. Joann Manganiello Page 5 -- April 23, 1997 Based on a 12 month construction period. More on site field visits based on Client's needs are optional. (See exhibit 'A' of the Scope of Services.) Additional Services 8. Provide additional site visits as requested by the Owner (each visit is one person based upon a four (4) hour visit including travel time. 9. Additional services as mutually agreed upon Not Included in the Scope of Services 1. Destructive investigation in review of existing conditions. 2. Hazardous material (i.e.. lead paint, asbestos, etc.) analysis and removal. The Owner is responsible for obtaining a licensed Contractor to conduct such services. 3. Communications system (LAN, telephone, including all 911 equipment, security, etc.) except for empty conduit system for the telephone services. 4. Lightning Protection. 5. Traffic Light Signaling 6. Antenna Design 7. Inventory of existing electrical /communication equipment (provided by owner as required). Timing of Performance The Scope of Services will be completed within the following calendar days after receipt of Notice to Proceed with that item of the scope of services, except for delays beyond the reasonable control of the Consultant. Item 1 A of the Scope of Services will be completed in Ten (10) calendar days. Item 1 B of the Scope of Services will be completed as the project progresses. An estimate is twenty -one (21) calendar days. Item 1 C of the Scope of Services will be completed in twenty -one (2 1) calendar days. Item 1 D of the Scope of Services is included in Items 2 and 3 of the Basic Services. L HOW Har L C" PSF doc O ne • - -- - - ne Harvard fd C�rcte •West Palen Beach. FL 33409 *Telephone (561) 683 -3301 • Faz (561)686.7446 • Eaecuuve Fax (SE• :?'• .: ;2 The Village of Tequesta Attention: Ms. Joann Manganiello Page 6 -- April 23, 1997 • Item 2 of the Scope of Services will be completed in Twenty One (21) calendar days. Item 3 of the Scope of Services will be completed in Sixty (60) calendar days. Item 4 of the Scope of Services will be completed in Sixty (60) calendar days. Item 5 of the Scope of Services will be completed in Sixty (60) calendar days. Item 6 of the Scope of Services will be completed in Twenty Eight (28) calendar days (based on a 4 week bidding period). Item 7 of the Scope of Services will be completed in Fifty Two (52) calendar weeks (with phased construction). The above noted items of performance are not, however, a warranty or guarantee that the noted services will be completed within such a time frame. Fees to be Paid • For Item 1 A of the Scope of Services, the Consultant shall be paid a lump sum fee of Five Thousand One Hundred Dollars ($5,100.00) For Item 1 B of the Scope of Services, the Consultant shall be paid hourly fee equal to personnel costs times a factor of 2.3, per our Professional Service Agreement. A fee of Three Thousand Dollars ($3,000.00) can be included for estimate purposes only For Item 1 C of the Scope of Services, the Consultant shall be paid a lump sum fee of Nine Thousand Eight Hundred Dollars ($9,800.00) For Item 1 D of the Scope of Services, the Consultant's fees are included in Items 2 and 3 of the Basic Services. For Item 2 of the Scope of Services, the Consultant shall be paid a lump sum fee of Seventeen Thousand Four Hundred Dollars ($17,400.00) For Item 3 of the Scope of Services, the Consultant shall be paid a lump sum fee of Twenty Six Thousand One Hundred Dollars ($26,100.00) • 1-W,�RDPR0p5 PSF doc Harvard Cute • West Patin Beach. FL 33f09 • Te :e ."hone (561) 683 -3301 • Fax (561)68&7446 • ExectAive Fax (1,61)697-3892 The Village of Tequesta Attention: Ms. Joann Manganiello Page 7 -- April 23, 1997 • For Item 4 of the Scope of Services, the Consultant shall be paid a lump sum fee of Forty Three Thousand Five Hundred Dollars ($43,500.00) For Item 5 of the Scope of Services, the Consultant shall be paid a lump sum fee of Forty Three Thousand Five Hundred Dollars ($43,500.00) For Item 6 of the Scope of Services, the Consultant shall be paid a lump sum fee of Eight Thousand Seven Hundred Dollars ($8,700.00) For Item 7 of the Scope of Services, the Consultant shall be paid a lump sum fee of Fifty Thousand Nine Hundred Dollars (550,900.00)' `Amount applies for a phased construction period of 12 months. More on -site field visits based on Client's needs are optional (see Exhibit 'A' of Scope of Services) Additional Services For Item 8 of the Scope of Services, the Consultant shall be paid a lump sum fee of Three Hundred and Fifty Dollars ($350.00) per visit. . For Item 9 of the Scope of Services, the Consultant will provide additional services for other portions of work and for fees mutually agreed to by the Owner and the Consultant. Reimbursable Expenses In addition to the fees specified above, the Consultant shall be reimbursed for direct non - salary expenses, including, but not limited to, data processing, equipment rental, automobile travel at $0.33. per mile, $0.55 per mile for four -wheel drive and trucks, commercial air travel at cost, long distance telephone, subsistence, printing and reproduction, plus Florida sales taxes, if applicable. Invoices for services rendered are prepared monthly and are due and payable within thirty (30) days from date of the invoice. Owner agrees to pay such invoice within the time frame specified in Section 218.70, et seq., Florida Statutes, the 'Florida Prompt Payment Act'. Payments which are not received within sixty (60) calendar days from the date of invoice will be considered sufficient cause for Consultant to discontinue performing • �� One Hawarrd Circle es: Palm Beach, FL 33409 • Telephone (56') 683-3301 • Fax (561) 6B6 -7446 • Executive Fax (SE t) 6973892 The Village of Tequesta Attention: Ms. Joann Manganiello Page 8 -- April 23, 1997 • and providing services until payment in full is received. If Consultant is required to take action to collect past due invoices, the Owner will pay all legal fees and costs. This contract shall be governed by the laws of the State of Florida, and the appropriate venue for any actions arising out of the agreement would be Palm Beach County, Florida. If there are items that must be sublet, confirmed, certified or updated, the Consultant shall, as agent of the Owner, order the work with the Owner's approval, and the subcontractor shall bill the Owner directly. The Owner must make payments in accordance with the terms on the invoice in order not to stop the work. If the Consultant is directed by the Owner to handle the subcontract for the Owner, there will be a fifteen (15) percent charge for handling. In the event the Consultant is involved in providing services to assist the Owner in applying for and processing applications or permits, the fee for such service will not be related to final approval or denial. All application or permit fees to agencies, associated with documents submitted by the Consultant on behalf of the Owner, shall be paid to the agency by the Owner. • Resident Proiect Services On any project for which construction drawings and specifications were prepared by the Consultant and a certification of construction is required by a regulatory agency, the Owner shall employ the Consultant to perform resident project services for observation of the construction work. Unless the Consultant is engaged for resident project services, they will not be in a position to certify the work to those regulating agencies having jurisdiction and requiring certification. Project representation may require one or more full or part-time project representatives, depending upon the requirements of the project. The project representative will endeavor to provide protection for the Owner against observed defects and deficiencies in the work of the Contractor. However, the furnishing of resident project services does not guarantee the work of the Contractor, nor assume liability on the part of the Consultant for job safety or the Contractor's means, methods, techniques, sequences and/or procedures. Project Review Services Services on a project site to evaluate the existing conditions of items such as paving, structural, architectural, building envelope, roofing, mechanical and /or • I �L Aanrx p rsr.a� arvar ncle •West Palm Beach. FL 33409 • Teie0hone (561) EE_• -301 • Fax (561)686-7446 • Execuuve Fa: i4. c97 -'c %7 The Village of Tequesta Attention: Ms. Joann Manganiello Page 9 -- April 23, 1997 • electrical systems are limited to identification of observable conditions only. Systems that are not visible to the observer from within the building envelope or from accessible exterior elements of the project are not part of the Consultant's observations. Review of these systems by the Consultant will only occur when specific and detailed descriptions of the system to be evaluated and the manner in which access is to be provided is detailed in the Scope of Services. The Consultant will not be responsible for observing or notifying the Owner of any conditions or issues not included in the Scope of Services. Shot) Drawing & Samoling Review When retained by the Owner to provide shop drawing and sample review services, as part of the construction administration phase of a project, the Consultant's responsibilities are limited to review for conformance with general design concept as required in the contract documents only. Specifically excluded from our services are reviews of dimensions, quantities, sizes, construction details, completeness of drawings and means or materials used in fabrication or installation. Modification to the Terms of this Agreement In the event Owner issues a Purchase Order or Memorandum or other Instrument covering the professional services described herein, it is hereby specifically agreed and understood that such Purchase Order, Memorandum or Instrument is for Owner internal control purposes only and any and all terms and conditions contained therein, whether printed or written, shall be of no force or effect. This contract is the entire contract between the parties and there is no modification or waiver of any of the terms and conditions herein unless signed by both parties. Estimates Since the Consultant has no control over the cost of labor and materials or over competitive bidding and market conditions, the estimates of construction cost provided for herein are for general information only and are made in accordance with the applicable standard of care. Accordingly, the Consultant does not guarantee the accuracy of such estimates when compared to the Contractors' bids or the project construction cost. Termination This Agreement may be terminated by either party by giving thirty 130! days advance written notice. The Consultant shall be paid for services rendered to the HOWARD PROPS'PSF.doc One Harvard Circle • West Palm Beach, FL 93409 • Telephone (561) 683 -3301 • Fax (561) 686 -7446 • Executive Fax (561) 697 -3892 The Village of Tequesta Attention: Ms. Joann Manganiello Page 10 -- April 23, 1997 date of termination on the basis of a reasonable estimate of the portion of services completed prior to termination and shall be paid for all reasonable expenses resulting from such termination and for any unpaid reimbursable expenses. Ownership and Use of Documents Drawings, specifications, and electronic data files as instruments of service are and shall remain the property of the Consultant whether the project for which they are made is executed or not. The Owner shall be permitted to retain copies, including reproducible copies, of drawings, specifications, and hard copies of electronic data files for information and reference in connection with the Owner's use and occupancy of the project. The drawings and specifications shall not be used by the Owner on other projects, for additions to the project, or for completion of the project by others provided the Consultant is not in default under this agreement, except by agreement in writing and with appropriate compensation to the Consultant. Code and Regulatory Compliance The Consultant prepares documents in accordance with known codes and • resolutions and relies on his experience to evaluate their applicability to designs, products, studies and decisions that are part of the services to the Owner. Local interpretations of codes and regulations may vary and, therefore, require input from authorities having jurisdiction over the project. During meetings and permit processing phases specific interpretations are made by these authorities that are effectively official decisions of the agency. Such changes can impact the cost and /or schedule of the project and cannot be controlled by the Consultant. These conflicts include but are not limited to the following: Application of new codes and /or regulatory criteria not published, enacted or applied at the time the agreement between the Consultant and the Owner was entered into. Changes in agency staff, conflict or changes in official interpretations of existing codes and regulations, or in the inclusion of a particular code or. regulation as to their applicability to the project, made after the agreement was entered into. Such occurrences can be imposed during and after design, and in extreme cases during or after construction. ,HOW ARDPROPS PSF.dm One Harvard Circe • West Palm Beach, FL 33409 . Tetephone (561) 6133 -3301 -Fax (561)686 -7446 • Executrve Fa k J561)(,97-3892 The Village of Tequesta Attention: Ms. Joann Manganiello Page 11 -- April 23, 1997 • Conflicting interpretations of agency inspectors or representatives during or after construction. For the above reasons and others, the Owner or the contractor shall not depend upon the design contract documents to proceed in any way with an activity that will incur costs or liability prior to receipt of permits or agency approvals. Additionally, the Owner agrees that changes made by these authorities after receipt of permits or approvals are beyond the Consultant's control. Subject to the direction of the Owner, the Consultant will respond accordingly. Any professional services provided by the Consultant associated with meetings, design or contract document modifications, preparation of change orders, new permits or any other task associated with the resolution of matters brought about by the occurrence of the above are not considered part of the Consultant's basic services and will be compensated for as additional services. Modifications and Additions to Existing Structures Because of the Consultant's many years of background and experience in design and construction, the Consultant is qualified to make recommendations and designs • which, in the Consultant's opinion, will meet the needs of the situation. These services will be performed in accordance with the Consultant's skill and ability and commensurate with the applicable standard of care and the economics of the situation. Although the documented components of the existing structure to be modified can be analyzed, the actual components of the existing structure cannot be fully determined without destructive analysis or the ability to perform other invasive technology or testing. • f Orle Fta PRd C "N.1 - - rvar est Palm Beach FL 33409 • Teteorio ^e (561) 623 -3301 • Fax (561) 686 -7446 • ExeWive FP • ! The Village of Tequesta Attention: Ms. Joann Manganiello Page 12 -- April 23, 1997 • Acceptance Acceptance of this proposal may be indicated by the signature of a duly authorized official of the Owner in the space provided below. One signed copy of this proposal returned to the Consultant will serve as an Agreement between the two parties and as Notice to Proceed. This contract will be binding on the parties hereto and parties' successors and assigns. Should this proposal not be accepted within a period of thirty 130) days from the above date, it shall become null and void. Very truly yours, Accepted by: GEE & JENSON VILLAGE OF TEQUESTA Engineers- Architects- Planners, Inc. Thomas C. ski, AIA, NCARB By: Y Senior Vice President Print Name and Title: • TCO /sh Date: cc: Lisa Lemanowicz • �L flne Rc West Palm Beach. FL 33409 • Telephone (561) 683 -3301 • Fax (561) 666-7446 • E■ecuuve Fax (561) 697 -3892 The Village of Tequesta Attention: Ms. Joann Manganiello Page 13 -- April 23, 1997 • GEE & JENSON ENGINEERS - ARCHITECTS - PLANNERS, INC. EXHIBIT 'A' 1997 Pre Construction Meeting 6 hours Shop Drawings 200 hours Architectural 70 hours Structural 24 hours M/P 43 hours Electrical 43 hours Civil /Landscaping 10 hours Color Boards 16 hours In- office Administration; calls, faxes, etc (min.) 2 hours /week 104 hours Field Visits- above and beyond Arch 32 hours Structural (2 visits x 4 hours) M/P (2 visits x 4 hours) Elect (2 visits x4 hours) Civil (2 visits x 4 hours) Field Visits /Process Pay request (1 visit /wk x 52 weeks) 208 hours Substantial Completion Architectural 16 hours Mechanical 12 hours Electrical 12 hours Civil /Landscape 8 hours Clerical 8 hours Final Completion - 20 hours Close Out Architect 20 hours Clerical 16 hours $ 50,900.00 . #V WHarva Girc�e West Palm Bench. FL 33409 •Telephone (561) 683-330'. *Fax (56i) 6B6 7aa6 •Executive Fax (561) 697-3892