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HomeMy WebLinkAboutAgreement_General_11/17/2005PROFESSIONAL ENGINEERING CONSULTING SERVICES AGREEMENT FOR WATER SYSTEM AND GENERAL UTILITY/CIVIL P/R~OJECTS THIS AGREEMENT made and entered into this ~ day of /" ~''~`-~~ ~?~~ 2005 by and between the VILLAGE OF TEQUESTA, a political subdivision of the State of Florida, hereafter referred to as the "VILLAGE" and ARCADIS G&M, INC., a Florida Corporation hereinafter referred to as the "CONSULTANT". WITNESSETH WHEREAS, the VILLAGE has selected ARCADIS G&M, INC, under the provisions of Section 287.055, Florida Statues, the Consultants Competitive Negotiation Act; and WHEREAS, the VILLAGE agrees to retain the CONSULTANT for professional engineering work prescribed herein in connection with, GENERAL ENGINEERING SERVICES, WATER SYSTEM AND GENERAL UTILITY/CIVIL PROJECTS hereinafter called the "WORK"; and WHEREAS, the VILLAGE having investigated the qualifications of the CONSULTANT to perform the WORK herein contemplated and ranked them the highest of those considered; WHEREAS, the CONSULTANT having examined the scope of the WORK required hereunder and having expressed his desire and willingness to provide such engineering services and having presented his qualifications to the VILLAGE in support of his expressed desires; and WHEREAS, as a result of the aforementioned, the VILLAGE agrees to enter into this agreement with the CONSULTANT; and WHEREAS, the VILLAGE COUNCIL has approved the selection of the CONSULTANT to perform such services, and the CONSULTANT agrees to accept employment upon the terms of conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the VILLAGE agrees to employ the CONSULTANT for a period commencing on the date this agreement is last signed through the completion of the scope unless the agreement is terminated earlier according to the provisions herein. The CONSULTANT further agrees to perform all engineering services in connection with the WORK, as described herein, for the total duration of this agreement, upon the following terms and conditions; namely: SECTION 1-GENERAL PROVISIONS: 1.1 The CONSULTANT maybe issued an authorization to encompass the entire Basic Services, as defined in paragraph 2.1 for a construction project, for a portion of the Basic Services, or for discrete tasks as specified in paragraph 2.2. 1.2 It is understood that work authorizations will be issued on an as needed basis at the sole discretion of the VILLAGE. The VILLAGE reserves, at all times, the right to perform any and all engineering work in-house or with other engineers. The VILLAGE acknowledges, however, that the CONSULTANT will not be in a position to certify the adequacy, project completion or completeness of any construction unless given authorization to adequately review construction progress and participate per this contract in the administration of the construction contract. This Agreement does not confer on the CONSULTANT any exclusive rights to VILLAGE WORK, nor does it obligate the VILLAGE in any manner to guarantee WORK for the CONSULTANT. 1.3 The VILLAGE will confer with the CONSULTANT before any work authorization is issued to discuss the scope of the WORK, the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 THE CONSULTANT will submit a proposed work authorization to the VILLAGE for each discrete project. The proposed work authorization shall establish the scope, fee and time of completion. The VILLAGE and the CONSULTANT acknowledge that certain general utility and civil services are of minimal scope and/or sufficiently significant time urgency as to warrant verbal authorizations of work. Verbal authorizations shall not exceed $15,000 total cost per task (project) and shall be issued by the Village Manager. At the discretion of the Village, a written general services work authorization maybe issued to the CONSULTANT for general services over a specified time frame (month, quarter, or year). Should the VILLAGE elect to do this, the CONSULTANT would charge against this number based on verbal authorizations. No work shall be performed by the CONSULTANT without authorization by the VILLAGE. CONSULTANT charges shall not exceed the authorized amount for any project or task without prior authorization by the VILLAGE. No payment shall be made to the CONSULTANT for time and services related to the preparation of work authorizations. The VILLAGE and CONSULTANT agree the scope (including design criteria) set forth in the work authorization shall not be altered by the VILLAGE through the design review process without an attendant adjustment to the CONSULTANT compensation. 2 1.5 The VILLAGE agrees that it will furnish to the CONSULTANT plans and other data available in the. VILLAGE files pertaining to the WORK to be performed under this agreement within thirty (30) days of execution of each work authorization. 1.6 The VILLAGE agrees to designate, the Village Manager, or his designee, as the representative who shall examine the documents submitted by the CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the CONSULTANT services. SECTION 2 -PROFESSIONAL SERVICES 2.1 Basic Services (Construction Projects) The Basic Services, for design and construction projects, consist of seven (7) phases described in Paragraph 2.1.1 through 2.1.7. The scope outlined below is applicable in its entirety to projects for which complete Basic Services are authorized. Upon receipt of an executed work authorization form the Village Manager or his designee, the CONSULTANT agrees to provide complete professional engineering services for any portion or all of the seven Phases enumerated hereinafter as stipulated in the work authorization. The CONSULTANT agrees to coordinate efforts with that of any other engineering, landscape architectural or architectural CONSULTANT'S employed by the Village relative to the project at hand. 2.1.1 Phase I -Programming and Schematic Design: The fundamental purpose of this phases it to establish the design criteria for the project. The following specific tasks shall be performed: A. The CONSULTANT shall, in consultation with the VILLAGE, examine the proposed project site, explore and identify design options and alternatives and compare relative benefits of each option. B. The CONSULTANT shall prepare a construction cost estimate which shall include the estimated cost for each option including, but not limited to, fixed equipment, professional fees, contingencies (if any) and escalation factors adjusted to the estimated bid date. C. The CONSULTANT shall make a recommendation for the best option. D. The CONSULTANT shall identify the design criteria (size, capacity, rating, etc.) for the recommended option. E. The CONSULTANT shall summarize the findings of this phase in a brief letter report and submit two (2) copies to the VILLAGE for approval. The 3 CONSULANT shall not proceed to the next phase until so directed by the VILLAGE. 2.1.2 Phase II -Preliminary Design (30 %) The Consultant shall perform the following tasks. A. Prepare 30% preliminary plans 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. Meet with the VILLAGE to explain and review the documents. C. Meet with the VILLAGE to secure comments and identify any modifications. D. Prepare and update cost estimate and submit to the VILLAGE. E. Proceed to Phase III upon receipt of authorization from the VILLAGE. 2.1.3 Phase III -Final Design (90%1 A. Prepare and submit 90% complete plans, specifications and construction contract documents, to the VILLAGE. Construction contract documents shall be according to EJCDC guidelines. B. Provide arevised /updated project schedule. C. Meet with the VILLAGE to review comments on the documents. D. Proceed to Phase IV upon receipt of authorization to do so by the VILLAGE and finalization of the plans and specifications. Provide the VILLAGE with one final full set of all construction documents. 2.1.4 Phase IV - Permitting The CONSULTANT will perform the following tasks. A. Prepare and submit regulatory permits applicable to the project. B. Act as the VILLAGE liaison with the agencies during the permitting process. 4 C. Proceed to Phase V upon receipt of the authorization to do so by the VILLAGE. 2.1.5 Phase V - Biddin and Ne otig ation Phase: A. When all necessary approvals of the Construction Documents are obtained the CONSULTANT shall assist the VILLAGE in obtaining bids and awarding and preparing construction contracts. Prospective bidders shall purchase plans and specifications from the CONSULTANT for bidding projects. 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. Upon receipt of the construction bid recommendation, the VILLAGE may: 1. Approve 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 as approved by the VILLAGE and re-bid the Project, or 4. Suspend or abandon the Project, or 5. Exercise any options under the VILLAGE Charter and code of Ordinances and State Law. Note: Under item (3) above, the CONSULTANT, shall be suitably compensated for additional cost as shall be mutually agreed upon. 2.1.6 Phase VI -Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final payment Certificate is approved and paid by the VILLAGE. B. The CONSULTANT, as the representative of the VILLAGE during the Construction Phase, shall advise and consult with the VILLAGE and shall have authority to act on behalf of the VILLAGE to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. The CONSULTANT shall perform all duties of the engineer given set forth in the Construction Contract. C. The CONSULTANT shall attend apre-construction conference. 5 D. The CONSULTANT shall at all times have access to the project whenever it is in preparation or progress, so he may perform as intended under this Agreement. E. The CONSULTANT shall visit the site at least weekly, and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on-site observations, the CONSULTANT will use reasonable and customary care to guard the VILLAGE against defects and deficiencies in the WORK. If agreed by the Village, the CONSULTANT shall provide resident project representation to perform the duties set forth in Appendix A. The duties set forth in Appendix A shall not preclude the requirements set forth in this Agreement. On the basis of the onsite observations, the CONSULTANT will advise the VILLAGE as to the progress of and any observed defects, and deficiencies in the WORK. F. If requested, 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 monthly. 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 recommend approval of the Certificate in such amount. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the VILLAGE that, the WORK has progressed to the point indicated,. and that the WORK is in conformance with the Contract Documents in so far as can be determined based on the level of observations performed subject to: 1. An evaluation of the WORK for conformance with the contract documents upon substantial completion. 2. The results of any subsequent tests required by the contract documents. 3. Minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT .shall have affirmative duty to recommend rejection of WORK which he observes as not being in conformance to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to provide a higher level of confidence in the compliance with Contract Documents, he will have authority (with the VILLAGE'S prior approval) to recommend special reviews, observations or testing of any WORK deemed not to 6 be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the project, or installed and completed. I. The CONSULTANT shall promptly review and process 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 prepazed 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 GENERAL UTILITY AND CIVIL PROFESSIONAL SERVICES General Utility and Civil services as listed below aze normally considered to be beyond the scope of the Basic Services for design and construction projects, as defined in the Agreement. In general, such services will be specific in scope and related to structural analyses, electrical analyses, paving, street lights, mechanical analyses, financial analyses, planning assistance, permitting assistance, geotechnical work, site evaluation, hydrogeologic evaluations, traffic analyses, surveying and other related projects as the VILLAGE may from time to time require. SECTION 3 -TIME FOR COMPLETION: The services to be rendered by the CONSULTANT for any WORK shall be commenced upon receipt of the Work Authorization. A reasonable extension of time will be granted in the event there is a delay on the part of the CONSULTANT in fulfilling its part of the Agreement resulting from a change of scope or other events beyond the control of the CONSULTANT. SECTION 4 -COST ESTIMATES Construction cost estimates are developed from knowledge of market conditions and based on the experience of the Engineer. However, the Engineer exercises no control over the 7 competitive bidding process and, therefore, makes no guarantee of the accuracy of the estimate when compared to previous estimates or actual bids. SECTION 5 -BASIS OF COMPENSATION For projects performed according to the provisions of Section 2 the CONSULTANT shall be paid on either a lump sum basis or time and material basis, as set forth in the Work Authorization. In general, work performed accordingly to Section 2.1 will be on a lump sum basis and work performed according to Section 2.2 will be on a time and material basis. For lump sum projects the Work Authorization shall clearly stipulate the lump sum amount and the associated scope. The lump sum amount shall be paid by the VILLLAGE to the CONSULTANT for the work described in the scope. The lump sum amount may be increased or decreased as agreed to by the VILLAGE and CONSULTANT should the scope of work change during the course of the project. For time and material projects the CONSULTANT shall be paid according to the following schedule on the basis of actual time spent, plus reimbursement for non-salary expenses included but not limited to automobile travel at $.42 /mile, reproduction, long distance telephone charges and equipment rental. For time and material projects a total estimated cost of the work shall be established in the Work Authorization. This amount shall not be exceeded without prior authorization by the VILLAGE. The initial fee schedule for time and material projects is as follows. Upon the request of the CONSULTANT (to occur annually within 30 days of the anniversary date of execution of this agreement), the fee schedule shall be renegotiated and a new schedule adopted. Any new schedule is subject to acceptance by the CONSULTANT and the VILLAGE. FEE SCHEDULE CATEGORY RATE Project Manager $130.00/hr Senior Engineer $ 80.00/hr Senior Designer $ 65.00/hr Engineer $ 65.00/hr Technician $ 55.00/hr Secretary $ 40.00/hr All permit application fees shall be paid directly by the VILLAGE. SECTION 6 - SUBCONSULTANTS The VILLAGE may request the CONSULTANT to use certain sub consultants for specialty services. Unless the sub consultant's costs are specially included within the lump sum fee structure set forth in the work authorization, the VILLAGE shall pay the CONSULTANT the amount billed to the CONSULTANT plus a 10% fee. 8 SECTION 7 -PAYMENT AND PARTIAL PAYMENTS The VILLAGE will make monthly payments or partial payments to the CONUULTANT for all authorized WORK performed during the previous calendar month. The CONSULTANT shall submit 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 WORK performed to date. 2. The request for payment shall include the following information: A. Total Contract amount B. Percent of work complete (for lump sum projects) C. Summary of hours worked by personnel category (for time and material projects). D. Amount earned E. Amount previously billed F. Due this invoice G. Brief summary of work done this billing period H. Summary of expenses and/or subcontractor costs where applicable Payment is due within thirty (30) days of submittal. SECTION 8 -OWNERSHIP OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the VILLAGE without restriction or limitation in connection with the Villagers' use and occupancy of the project. Reuse of these documents without written agreement from the CONSULTANT shall be the VILLAGE's sole risk, without liability and legal exposure to the CONSULTANT. Software purchased or developed by the CONSULTANT pursuant to providing or completing the work shall remain the exclusive property of the CONSULTANT. When each individual section of the WORK completed under this Agreement is complete, all of the above data shall be delivered to the Village Manager or his designee. SECTION 9 -NOTICES Any notices, reports or other written communications from the CONSULTANT to the VILLAGE shall be considered delivered when posted by the VILLAGE or delivered in person to the Village Manager of his designee. Any notices, reports or other communications from the VILLAGE to the CONSULTANT shall be considered delivered when posted by the CONSULTANT or delivered in person to said CONSULTANT or his authorized representative. 9 SECTION 10 -ASSIGNMENT The CONSULTANT shall not assign, or transfer any WORK under this Agreement without the prior written consent of the VILLAGE. SECTION 11-WARRAN'T'Y The CONSULTANT warrants that he has not employed or retained any company or person, other that 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 fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award of making of this contract. For breach or violation of this warranty, the VILLAGE shall have the right to annul this contract without liability. SECTION 12 -TERMINATION OF AGREEMENT It is expressly understood and agreed that the VILLAGE or CONSULTANT may terminate this Agreement without penalty by providing written notification to the third party of this intent. In such event, the VILLAGE'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized, such payment shall be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. All work product completed at the time of termination shall be turned over to the VILLAGE. SECTION 13 -TERMINATION OF WORK Work which has been authorized by the VILLAGE (in writing or orally) maybe terminated at any time and for any reason by the VILLAGE or the CONSULTANT. The CONSULTANT may keep reproducible copies of the WORK. The CONSULTANT will, upon submission of the necessary back up information, be paid for all work undertaken up to the time of the termination of authorization. SECTION 14 -DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect untiUunless terminated by either party hereto, as set forth above. SECTION 15 -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 10 CONSULTANT shall return such sums to the VILLAGE within ten (10) days after invoice that said sums are due. SECTION 16 -INSURANCE AND INDEMNIFICATION The CONSULTANT shall not commence WORK on this Agreement until he has obtained all. insurance required by the VILLAGE. The CONSULTANT shall indemnify and save the VILLAGE harmless from any and all claims, liability, losses and cause of actions, and all costs and judgments 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. This insurance. shall be maintained at all times during the term of this Agreement. B. General Liability and Auto Insurance as required by Statute. C. 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 of cancellation of this insurance shall be effective without thirty (30) days prior written notice to the VILLAGE. Compliance with the foregoing requirement shall not relieve the CONSULTANT. of his liability and obligations under this section or under any other portion of the Agreement. SECTION 17 -AGREEMENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the VILLAGE from employing other CONSULTANT'S to perform the same or similar services. SECTION 18 -CODES, ORDINANCES, AND LAWS The CONSULTANT agrees to abide and be governed by all VILLAGE, County, State and Federal codes, ordinances, laws and regulations which have a bearing on the WORK involved on this project. 11 SECTION 19 -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. On behalf of the Village Council `~~~~~ t ~ ~ i r--ii~~i ~w~~~~O'p qQG ~i v; V _~~ SEALS N~ INCORPORATED: N~ .~~~,yT ~iyF 4 ~~ P\p ATTEST: '~~i~~F-pF' F; O`~~~`~ n Village Clerk On behalf of the CONSULTANT ATTEST: „~,~-- VILLAGE OF TEQUESTA FLORIDA BY: ~ ~_' _ --, Nlic ael ouzo Village Manager DATE: it ~ ~-- ~ ~ i CONSULTANT: BY: ///~~ /~~C~. William D:~ces~,~Vice President ARCADIS G&M, INC, DATE: ~~~ l d ~ 12