HomeMy WebLinkAboutAgreement_General_05/12/2016 PROFESSIONAL ENGINEERING SERVICES AGREEMENT
THIS AGREEMENT, between the Village of Tequesta, a municipal corporation with offices
located at 345 Tequesta Drive, 33469 (hereinafter referred to as the "Village ") and Mock Roos &
Associates, Inc., a Florida corporation with offices located at 5720 Corporate Way, West Palm Beach,
Florida 33407 (hereinafter referred to as "Engineer ") is entered into this day of May, 2016,
effective immediately.
WHEREAS, the Village requires certain engineering services, including but not limited to
engineering services for its water utility /system and general civil projects, hereinafter referred to in
general terms as "Work "; and
WHEREAS, the Village has selected Engineer under the provisions of Sec. 287.055, Florida
Statutes, also known as the "Consultant's Competitive Negotiation Act" ( "CCNA ") and desires to enter
into a "continuing contract" with Engineer within the meaning the CCNA for provision of Work related
services pursuant to this Agreement; and
WHEREAS, the Engineer has represented to the Village that it is capable and prepared to
provide such Work services under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises contained herein, the parties hereto
agree as follows:
ARTICLE 1 - TERM; AGREEMENT NOT EXCLUSIVE
This Agreement shall remain in effect for a term of three (3) years from the date of this
Agreement with three (3) one (1) year options to renew, unless otherwise terminated as provided herein
at Article 13. Each option to renew shall be exercised automatically unless either party gives notice to
the other at least sixty (60) days prior to the end of the term of its intent not to renew. Additionally, the
parties may extend the Agreement upon mutually acceptable terms and conditions. Any such extension
shall be in writing and must be executed by both parties. The extension may provide for the completion
of all tasks previously authorized by the Village in accordance with Article 2 unless terminated in
accordance with Article 13 hereinbelow, or allowed to lapse by failure to extend same at the end of the
term. Any and all CSA Work authorizations issued during the term of this Agreement (including any
extensions) shall remain in full force and effect beyond the term of this Agreement (including any
extensions) as set forth herein, unless otherwise terminated in accordance with Article 13 hereinbelow.
Nothing in this Agreement shall prevent the Village from employing other consultants to perform
the same or similar services. The Village also retains the option, at its sole discretion, to perform any and
all professional engineering services by utilizing Village employees or other engineers.
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ARTICLE 2 - SERVICES TO BE PERFORMED BY ENGINEER; INSTRUMENT OWNERSHIP
2.1 - Services
Engineer shall perform certain professional general civil /engineering services and such other
related services as may be required by the Village from time to time which are specifically authorized by
the Village and set forth in a specific Scope of Services (herein referred to as the "Work "). Each such
specific authorization will be referred to as a Consultant Services Authorization ( "CSA "). Each CSA
shall be designated as a consecutively numbered exhibit to this Agreement and shall be attached hereto
and incorporated by reference as part of this Agreement. Each CSA form will set forth a specific scope
of services, total amount of compensation and completion date. An individual CSA for projects costing
up to twenty five thousand dollars ($25,000.00) must be approved by the Village Manager prior to
commencement of any work by Engineer, as more particularly set forth below (2.3 — Process). For all
projects valued in excess of twenty five thousand dollars ($25,000.00), the individual CSA must be
approved by the Village Council prior to commencement of any work by Engineer. Typical projects that
may be authorized include, but are not necessarily limited to the following:
1. Raw water pipe cleaning
2. Chemical feed system upgrade
3. Stormwater design
4. SCADA system upgrade
5. Filter Plant Upgrade
6. New MCC Room
7. Membrane Replacement
8. Aluminum Covers for Chlorine Tanks
9. All types of permitting
10. Roadway design
2.2 - Ownership
All instruments of professional services including, but not limited to, documents, records, disks,
original drawings and /or other information created and /or procured by Engineer for any authorized
Project shall become the property of the Village upon completion of the work for which the asset was
utilized and upon payment by the Village in accordance with the applicable CSA and Article 16.
2.3 — Process
The Village and Engineer will confer prior to the issuance of any CSA 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 CSA to Village
which shall state with specificity and detail the scope of Work, the time for completion, including
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phasing, if any, and the fees. CSAs may divide the Work into individual tasks or phases, as discussed
between the Village and Engineer prior to the issuance of the CSA. At the discretion of Village
Manager, CSAs for certain general utility and civil services of minimal scope (those that do not exceed
$15,000.00 total cost per CSA) may be issued verbally for purposes of expediency, but shall be followed
up by Engineer with a written CSA as soon as practical. Additionally, at the discretion of Village, a
written CSA for general Work services to be performed over a specified period of time (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 CSA 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.
ARTICLE 3 - COMPENSATION
3.1 - General
The Village shall pay Engineer in accordance with each individual CSA; however such CSA
shall be based upon the Fee Schedule attached hereto as Exhibit "A" and incorporated by reference as
part of this Agreement. Such Fee Schedule may be adjusted by mutual consent of both parties.
Compensation based upon such Fee Schedule will be negotiated as a lump sum price or as an hourly rate
for each individual CSA as set forth in Article 2 hereinabove. Payments shall be made by Village to
Engineer on a monthly basis, pursuant to Engineer's invoice for Work completed.
3.2 — Reimbursable Expenses
All requests for payment of "out -of- pocket" expenses which may be eligible for reimbursement
shall be included on the individual CSA 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 CSA unless approved by the Village Manager prior to the expenditure by
Engineer.
ARTICLE 4 - INSURANCE
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 insurance with bodily injury limits of not less than $2,000,000 for
each claim, and with property damage limits of not less than $2,000,000 for each claim.
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2. 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 of not less than $500,000 for each accident, and any greater limits as may
otherwise be required by law.
3. Workers' Compensation insurance in accordance with statutory requirements.
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 CSA issued hereunder until all insurance required as stated herein has been obtained
and certificates evidencing same are on file with the Village.
ARTICLE 5 - STANDARD OF CARE
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
Engineer agrees to protect, indemnify, provide costs of defense 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, 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
occurring by reason of any negligent or intentional 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
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
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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
Engineer hereby represents and agrees that it has and will continue to maintain all licenses and
approvals required to conduct its business, and that it will at all times conduct its business activities in a
reputable manner.
ARTICLE 9 - COMPLIANCE WITH LAWS
In performance of the services, Engineer will comply with applicable regulatory requirements,
including federal, state, special district and local laws, rules, regulations, orders, codes, criteria and
standards.
ARTICLE 10 - SUBCONTRACTING
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 CSA 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
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
The obligations of the Village under this Agreement and any CSA 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 CSA as evidence that funds have been appropriated.
ARTICLE 13 - TERMINATION OF AGREEMENT
This Agreement, or any CSA 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
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with Article 14 hereinbelow.
ARTICLE 14 - NOTICE
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
Michael Couzzo Keith W. Davis, Esq. Garry G. Gruber, P.E.
Village Manager Village Attorney Vice President
Village of Tequesta Corbett, White, Davis and Ashton, P.A. Mock Roos & Associates, Inc.
345 Tequesta Drive 1111 Hypoluxo Road, Suite 207 5720 Corporate Way
Tequesta, FL 33469 Lantana, FL 33462 West Palm Beach, Florida 33407
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.
ARTICLE 15 - UNCONTROLLABLE FORCES
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 preventing continued performance of the obligations of this
Agreement. Notice as required hereunder shall be sufficient when provided in accordance with Article
14 hereinabove.
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.
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ARTICLE 16 - OWNERSHIP OF DOCUMENTS
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 CSA 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
Engineer shall maintain adequate records to justify all charges and costs incurred in performing
work authorized under this Agreement and individual CSAs 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
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
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 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
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
The Village and Engineer each binds itself and its partners, successors, assigns and legal
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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
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 - OFFICE OF THE INSPECTOR GENERAL
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 24 -PUBLIC RECORDS
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
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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 lmcwilliams(i�.teguesta.org
OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.
ARTICLE 25 - ENTIRETY OF AGREEMENT
The Village and Engineer agree that this Agreement, including Exhibit "A" Fee Schedule;
Exhibit "B" Engineer's Proposal submitted in response to Village's RFQ, 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 Agreement may
be added to, modified, superseded or otherwise altered except by written instrument executed by the
parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first
above written.
Village of Tequesta
ATTEST:
Abigail nnan, Ma or
Lori McWilliams, MMC, Village Clerk .��`''G "p �Q "'S. (SEAL)
Iry CaOP �T�N
A ir
Approved ayfo for d legal
SEAL
TED
suffice /' - INCORPORA
,vik - W. Davis, ffsq., Village Attorney
WITNESSES: Mock Roos & Associates, Inc.
H Dale Zimmerman, President
(Corporate Seal)
P 10 of Page o 0
MOCK • Roos
ENGINEERS • SURVEYORS • PLANNERS
Mock, Roos & Associates, Inc.
Village of Tequesta
Professional Engineering Services
2016 -2017 Hourly Rates
Hourly Rates
Senior Project Manager ................................. ............................... $
........ ............................... 165.00
Senior Professional Hydrogeologist ..................................................... ............................... $165.00
SeniorF,ngineer .................................................................................... ............................... $155.00
Senior Hydrogeologist 11 ...................................................................... ............................... $150.00
ProjectManager ................................................................................... ............................... $150.00
ProjectEngineer III .............................................................................. ............................... $135.00
Senior Hydrogeologist I ....................................................................... ............................... $120.00
ProjectEngineer 11 ............................................................................... ............................... $110.00
HydrogeologistII ................................................................................. ............................... $100.00
ProjectEngineer I ................................................................................. ............................... $100.00
Designer................................................................................................. ............................... $90.00
Senior CADD Technician ...................................................................... ............................... $90.00
HydrogeologistI .................................................................................... ............................... $80.00
CADDTechnician ................................................................................. ............................... $75.00
Senior Field Representative ................................................................. ............................... $105.00
FieldRepresentative ............................................................................... ............................... $90.00
Senior Administrative Assistant .................................... ............................... .........................$60.0
3/24/2016
RT
Mock, Roos & Associates, Inc.
5720 Corporate Way, West Palm Beach, Florida 33407 -2066, (561) 683-3113, fax 478 -7248