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R94-010RESOLUTION NO. ~-/~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A CONSULTANT AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND LAWSON, NOBLE ~ ASSOCIATES, INC.; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach is desirous of retaining the firm of Lawson, Noble & Associates, Inc., for the purpose of performing engineering, architectural and planning services in connection with the City's requirement and request; and WHEREAS, the City of Boynton Beach has reached an agreement with Lawson, Noble & Associates, Inc., which Agreement is attached hereto as Exhibit "A", for a term of three years, commencing January 4, 1994, through midnight January 4, 1997. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The Mayor and City Clerk are hereby authorized and directed to execute a Consultant Agreement between the City of Boynton Beach and Lawson, Noble & Associates, Inc., said Agreement being attached hereto as Exhibit "A". Section 2. This Resolution immediately upon passage. shall become effective PASSED AND ADOPTED this /~ day of January, 1994. CITY OF BOY.N~ BEAC~H, FLORIDA ATTEST: Cit~ Clerk (Corporate Seal) ro m //~.. Commis s~ ~er Con.Agr Eng,JSM 12/29/92 CONSULTANT AGREEMENT FORM ENGINEERING, ARCHITECTURAL, AND PLANNING SERVICES THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the City", and Lawson, Noble & Associates, Inc., hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. PROJECT DESIGNATION. The Consultant is retained by the City to perform engineering, architect and ~lanning services in connection with the City's Requirement and Request. e SCOPE OF SERVICES. Consultant agrees to perform the services, iden- tified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. TIME FOR PERFORMANCE. Services under this contract shall coF~nence upon the giving of written notice by the City to the Consultant to proceed. Consultant shall perform all services and provide all deliverables required pursuant to this agreement for a period of three (3) years commencing January 4, t994 through midnight January 4, 1997. Service requisition forms shall specify individual time frames as directed by the City. PAYMENT. The Consultant shall be paid by the City for completed work and for services rendered under this agreement as follows: Payment for the services provided by Consultant shall be made as provided on Exhibit "B" attached hereto, and shall identify either Method I or 2 as defined below: METHOD I - LUMP SUM Lump Sum Amount: The scope of services for Projects or programs shall be thoroughly defined and outlined prior to its authoriza- tion. The City and Consultant shall mutually agree to a lump sum plus reimbursables amount for services to be rendered and a detailed scope of services. METHOD II - TIME CHARGES Computation of Time Charges: The Consultant will submit a budget cos~t to the City for prior approval based on time charges with Exh!ibit "B" hourly rates plus reimbursable expenses and other related costs. -1- b® The Consultant may submit vouchers to the City once per month during the progress of the work for parttal payment for project completed to date. Such vouchers will be checked by the City, and upon approval thereof, payment will be made to the Consultant in the amount approved. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this agreement and its acceptance by the City. Payment as provided in this section shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work, and shall not exceed the budget cost listed upon each Consultant Requisition FOrm. The Consultant's records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the City and state for a period of three {3} years after final payments. Copies shall be made available upon request. Reimbursable expenses will be invoiced at the actual expenditures incurred by the Consultant if provided in the Service Requisition as follows= Expense of transportation and lodging {lodging not to exceed $75.00/day) when traveling in connection with each Service Requisition, long distance calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. Expenses will not be reimbursed for travel within Palm Beach County or unless driving more than a 150 mile radius of the City of Boynton Beach. 2. Expense of reproductions, postage and handling of materials. 3. Expense of overtime work requiring higher than regular rates, when authorized by the City. 4. Expense of computer time. All subcontractural services shall be invoiced by the Consultant. Subcontractual services shall be approved by the City in writing prior to performance of the subcontractual work. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifica- tions and other materials produced by the Consultant in connection with the services reno,red under this agreement shall be the property of the City whether the project for which they are made is executed or not. The ConsLltant shall be permitted to retain copies, including reprodu- cible copies, of drawings and specifications for information, reference and use in connection with Consultant's endeavors. -2- COMPLIANCE WITH LAWS. Consultant shall, in performing the services contemplated by this agreement, faithfully observe and comply with all federal, state and local laws, ordinances and regulations that are applicable to the services to be rendered under this agreement. INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the City, its offices, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorneys fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Consultant's own employees, or damage to property occasioned by a negligent act, omission or failure of the Consultant. 10. INSURANCE. The Consultant shall secure and maintain in force throughout the duration of this contract comprehensive general liability insurance with a minimum coverage of $500,000 per occurrence and $1,000,000 aggregate for personal injury; and $500,000 per occurrence/aggregate for property damage, and professional liability insurance in the amount of $250,000. The City reserves the right to require higher pro- fessional liability insurance on a project by project basis when deemed necessary. Consultant shall provide proof of increased coverage upon request at the limits decided upon by the City Commission. All sub- contractors shall be required to provide professional liability insurance in the amount of $500,000 when performing work for the City. Said general liability policy shall name the City of Boynton Beach as an additional named insured and shall include a provision prohibiting cancellation of said policy except upon thirty {30) days prior written notice to the City. Certificates of coverage as required by this sec- tion shall be delivered to the City within fifteen {15) days of execu- tion of this agreement. INDEPENDENT CONTRACTOR. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee bet- ween the parties hereto. Neither Consultant nor any employee of Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Consultant, or any employee of Consultant. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he has not employed or retained any c~any or person, other than a bonafide 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 per- son, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. -3- 11. DISCRIMINATION PROHIBITED. The Consultant, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. ASSIGNMENT. The Consultant shall not sublet or assign any of the ser- vices covered by this agreement without the express written consent of the City. 13. NON-WAIVER. Waiver by the City of any provision of this agreement or any time limitation provided for in this agreement shall not constitute a waiver of any other provision. 14. TERMINATION. a. The City reserves the right to terminate this agreement at any time by giving ten {10) days written notice to the Consultant. b. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the pro- ject, the surviving members of the Consultant hereby agree to complete the work under the terms of this agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this agreement between surviving members of the Consultant and the City, if the City so chooses. 15. DISPUTES. Any dispute arising out of the terms or conditions of this agreement shall be adjudicated within the courts of Florida. Further, this agreement shall be construed under Florida Law, 16. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Attn= J. Scott Miller, City Manager Notices to Consultant shall be sent to the following address= Lawson, Noble & Associates, Inc. 420 Columbia Drive West Palm Beach, Florida 33409 Attention= Libbey Webb, Vice President -4- INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the C~ty and the Consultant and supersedes all prior negotiations, repre- sentations, or agreements written or oral. This agreement may be amended only by written instrument signed by buth City and Consultant. CITY OF BOYNTON BEACH Mayo r Attest/Authenticated: Consul tant ",//cs Title Ci t~Y Clerk (Corporate Seal) Attest/Authenticated: Rev. 1/22/91 -5-