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R14-055 1 RESOLUTION NO. R14 -055 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO SIGN INDIVIDUAL CONTRACTS WITH THREE (3) FIRMS • FOR EACH OF THE FOUR (4) SCOPE CATAEGORIES FOR A TOTAL OF TWELVE CONTRACTS AS A RESULT OF RFQ NO. 017 - 2821- 14/DJL FOR GENERAL 111 CONSULTING SERVICES; AND PROVIDING AN ti EFFECTIVE DATE. h WHEREAS, on April 1, 2014, the City Commission approved the list of top ranked . proposers identified by the Evaluation Committees from responses received from RFQ No. �. 017 - 2821 -14 /DJL for General Consulting Services; and WHEREAS, the City Commission of the City of Boynton Beach, upon 1 recommendation of staff, hereby deems it to be in the best interests of the citizens and residents of the City of Boynton Beach, to approve and authorize the City Manager to sign 2b individual contracts with three (3) firms for each of the four (4) scope categories for a total 4 1 of twelve (12) contracts as a result of RFQ No. 017 - 2821 -14 /DJL for General Consulting Services with individual task orders for projects to be issued and submitted to the 3 Commission for approval in accordance with the City's Purchasing policies and procedures.; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as I being true and correct and are hereby made a specific part of this Resolution upon adoption 1 hereof. s Section 2. The City Commission of the City of Boynton Beach, Florida does c s hereby approve the following firms as being qualified to provide General Consulting \ \apps3 city cbb\ auto \Data\215 \Items\206 \3050\ 3866\ Reso_ -_ General _Consulting_Services_(12) doc i d Services and does authorize the City Manager to sign the individual contracts: 2 SCOPE CATEGORY A Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services Globaltech, Inc. MWH Carollo Engineers, Inc. SCOPE CATEGORY B Infrastructure Improvements Mathews Consulting, Inc. AECOM Technical Services, Inc. Erdman Anthony SCOPE CATEGORY C Ancillary Studies and Services GAI Consultants, Inc. Carollo Engineers, Inc. Mathews Consulting, Inc. SCOPE CATEGORY D Architectural and Engineering Services Stantec Consulting Services, Inc. Kimley -Horn and Associates, Inc CPH, Inc. and Studio Sprout, Inc. 3 4 5 Section 3. This Resolution shall become effective immediately upon passage. {Remainder of Page Intentionally left blank} \\apps3 city cbb\ auto \Data\215 \Items\20613050 \3866 \Reso = _ General_ Consulting_Services_(12) doc I 1 PASSED AND ADOPTED this 1 day of July, 2014. 2 CITY OF BOYNTON BEACH, FLORIDA i aor — Je Ta r I t I 1 11 Vidd Mayor — Joe Casello 1 1. 1 , Commission — David T. erker 1. �,: /— 1 r �j 1 c ; missio ►r 1: /fryri OPP' \ 2 2 ( 2 Commissioner — Micael M .izpatrick 2 c ATTEST: 2 2•' ti • PAziaJli:410 2. 2 et M. Prainito, MMC 2i ity Clerk 2s 3r \I y'4 4 , 3 ' • CO v \ C1 o ; I �E I i \ \apps3 city cbb\ auto\ Data \215 \Items1206 \3050 \3866\ Reso = _General_Consultmg_Services_(12) doc ©55 GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and MWH Americas, Inc , hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified WHEREAS, pursuant to Section 287 055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services, and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No 017 - 2821 -14 /DJL; and WHEREAS, RFQ No 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach, and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications, and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category A — Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees Category "A" attached hereto 07/2014 C -1 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories 1.3 SERVICE AND RESPONSIBILITIES 1.3.1 GENERAL. The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work 1 3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required, develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project, CONSULTANT to obtain data from other sources, identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project, provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations 1.3 2 1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY 07/2014 C -2 1.3 2 3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance, assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project 1.3 3 BASIC SERVICES The CONSULTANT shall consult and advise the CITY in the following manner specifying the extent and scope of the work to be performed, prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits 1 3 3 1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1 3 3 2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the 07/2014 C -3 number of calendar days specified within any notice issued by the CITY The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project 1.3 3 3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms 1.3 3 4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions 1.3.3 5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost 1 3.3 6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required 1 3 3 7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1 3 3 8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required 1 3 3 9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work 1 3 3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project If the 07/2014 C-4 CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred by the CITY from a third party or for any loss of funding which may result in delay of the project 1.3.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects 1341 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 134.2 1 3.4 3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders 1344 The CONSULTANT shall attend all pre- proposal /per -bid conferences 1345 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents 1 3.4 6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders 1347 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 13.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1351 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc that may be determined useful and necessary for its purpose Among those shall be change orders which are identified as 07/2014 C -5 architectural /engineering errors or omissions An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days 1 3 6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor 1 3.7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1 3 12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the CONSULTANT 07/2014 C -6 will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment 1 3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes 1 3 9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY 1.3 10 The CONSULTANT shall prepare change orders for the CITY's approval CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1.311 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY 1.3.12 RESIDENT PROJECT SERVICES During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT Resident Project Representatives shall provide extensive observation services at the project site during construction The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s) Resident project observation services shall include but is not limited to the following • Conducting all pre- construction conferences, ❖ Conducting all necessary construction progress meetings, ❖ Observation of the work in progress to the extent authorized by the CITY; • Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY, • Receipt, review coordination and disbursement of shop drawings and other submittals, ❖ Maintenance and preparation of progress reports; ❖ Field observation and verification of quantities of equipment 07/2014 C -7 and materials installed, • Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; •:• Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; • Preparation, update and distribution of a project budget with each project schedule, ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met, ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling • Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis, ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract, ❖ Development and implementation of a system for the preparation, review, and processing of change orders, ❖ Maintenance of a daily log of each project, ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; • Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion, ❖ Securing and transmitting to the CITY, required guarantees, affidavits; releases, key manuals, record drawings, and maintenance stocks, and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT 1.4 ADDITIONAL SERVICES 1.41 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services 07/2014 C -8 ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY • Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control • Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work • Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design, the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals, assistance in obtaining financing for a project, evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY • Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e g defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services • Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement • Services in connection with a project not otherwise provided for in this Agreement ❖ Services in connection with a field order or change order requested by the CITY • Providing artwork, models, or renderings as requested by the CITY 14.2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the 07/2014 C -9 CITY's authorization, it will furnish the following additional services. ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT • Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor, provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such • Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT 1 5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 152 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and 07!2014 C -10 constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.5 3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project 1 5 4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following 1 5 4 1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing, 1.5 4.3 Environmental assessment and impact statements, 1.5.4 4 Property, boundary, easement, right -of -way, topographic and utility surveys, 1.5 4.5 Property descriptions, 1.5 4 6 Zoning, deed and other land use restrictions, 1 5 4 7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT, and 1 5 4 8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1 6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 07/2014 C -11 1 6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule Failure of the CONSULTANT to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured Time extensions will be reviewed upon request for extenuating circumstances It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) clays of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default 1.6 5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1 6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement 1.7 DEFINITION OF DEFAULT 1.7 1 An event of default shall mean a breach of this Agreement by the CONSULTANT. Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following 07/2014 C -12 ❖ CONSULTANT has not performed services on a timely basis, ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel, • CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement, • CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement, ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date 1 7 2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including • The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates This amount shall also include procurement and administrative costs incurred by the CITY. ❖ Consequential damages and incidental damages 1 7.3 The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2 1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2 2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms, conditions In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY 07/2014 C -13 ARTICLE 3 - TIME OF PERFORMANCE Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "A" attached hereto. b 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 c. Compensation for sub - consultants will be negotiated based on each task order Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "A" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts d The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved e In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges /Not -to- Exceed Method of Payment When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "A" attached hereto, plus sub - consultant services and other related costs supporting the proposed work The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount g Final payment of any balance due the CONSULTANT of the total AGREEMENT 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 07/2014 C -14 h. Final Invoice. In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's final /last billing to the CITY The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT i The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is Tess, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will 07/2014 C -15 retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT CONSULTANT's services shall meet a standard of care for professional engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT CITY has relied upon such representations Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY 0712014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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 ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT 9 02 To the greatest extent permitted pursuant to Section 725 06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $(insert AGREEMENT value) TBD Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 101 1 Worker's Compensation Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1 2 Comprehensive General Liability The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000 000 per occurrence /aggregate for property damage The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY 10.1.3 Business Automobile Liability The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT 10.1.4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above 10 3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11 1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11.2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records) CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13 1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service 13 2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants The City shall exercise its rights under this "Certificate" within one (1) year following payment ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT ARTICLE 15 - 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 ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach ARTICLE 18 — TERMINATION 18 1 Termination for Convenience: This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination 18 2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County Further, this AGREEMENT shall be construed under Florida Law ARTICLE 20 — UNCONTROLLABLE FORCES 20 1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch The non - performing 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 ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to City of Boynton Beach Copy to: Attn Utilities Director City of Boynton Beach 124 E Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address MWH Americas, Inc Becky Hachenburg, P E. 100 S Dixie Highway Suite 300 West Palm Beach, FL 33401 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23 1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768 28, Florida Statutes, as amended 1 Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2 The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this c2 day of , 20 1q CITY OF BOYNTON BEACH / 41-tag4 Mayi COI�IS(JLTANT f Attest/Authenticated _ ,3.-,./:: * - -- - I:: Title z . L n1 • PA-Gt_tigAlb* 0 /,'. ( Corp. City Jerk r N fl�f , - , ; ? .:-.-- JAI Approve. I s to or . Attest/Authenticated: City Attor ey c.,...,;,,,7,, Secretary 07/2014 C -24 28. GPS Equipment/Crew NIA 29. Senior Administrative Support $125.00 30. Administrative Support $85.00 31. Paraprofessional NIA 32. Aerial Photogrammetry NIA 33. Computer Systems Analyst NIA 34. Financial Services $125.00 35. Instrumentation and Control Services NIA 36. Data Acquisition and Control Services NIA Direct Cost — Mark -up % (Sub - Consultants) 15% Direct Cost — Mark -up % (Non Sub - Consultant) 12% CAD Actual Usage per Hour $17.50 Mileage Reimbursement per mile (per actual IRS Standard Mileage Rate for $0.56* Business) * Current rate per IR- 2013 -95. Rate subject to change. --\)1\4_0c355) ‘ (--,, GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", GAI Consultants, hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287 055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No 017 - 2821 -14 /DJL; and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach, and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category C — Ancillary Studies and Services, by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified the Schedule of Professional Fees — Category "C" attached hereto 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 131 GENERAL The CONSULTANT upon issuance of a task order /wntten work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work 132 PRELIMINARY SERVICES The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required, develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project, provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations 1321 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 132.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1 3.2 3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed 07/2014 C -2 project, and /or Upon authonzation of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations, assist the CITY in matters relating to regulatory agency operations review or operating permit non- compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project 1.3.3 BASIC SERVICES The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY, the exact number needed shall be determined by the CITY Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits. 1 3 3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1 3 3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in 07/2014 C -3 detail the requirements for the construction of the project 1.3 3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3 4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions 1 3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1 3.3 6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required 1.3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1.3.3 8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required . 1 3 3 9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work. 1.3.3.10 The CONSULTANT shall guarantee the construction documents. technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred 07/2014 C-4 by the CITY from a third party or for any loss of funding which may result in delay of the project 134 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects 1.3.41 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 1.3.4.2 1343 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3 4.4 The CONSULTANT shall attend all pre- proposal /per -bid conferences 13.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents 134.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders 13.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 13.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1.3.5.1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as architectural /engineering errors or omissions. An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a 07/2014 C -5 necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days 1.3.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor 1 3 7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1 3.12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work. The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed, the Work is in accordance with the Construction Documents. The 07/2014 C -6 CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1 3 9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY 1 3.10 The CONSULTANT shall prepare change orders for the CITY's approval CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1.3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY 1.3 12 RESIDENT PROJECT SERVICES. During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following* ❖ Conducting all pre - construction conferences; ❖ Conducting all necessary construction progress meetings; ❖ Observation of the work in progress to the extent authorized by the CITY, ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY, ❖ Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports, ❖ Field observation and verification of quantities of equipment and materials installed; • Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements, 07/2014 C -7 ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule, ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract, ❖ Development and implementation of a system for the preparation, review, and processing of change orders, • Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees, affidavits, releases; key manuals; record drawings; and maintenance stocks, and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT. 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project 07/2014 C -8 ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents. or are due to any other causes beyond the CONSULTANT's control ❖ Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses, providing value engineering during the course of design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing, detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding ❖ Additional services in connection with a project not otherwise provided in this Agreement. ❖ Services in connection with a project not otherwise provided for in this Agreement. ❖ Services in connection with a field order or change order requested by the CITY ❖ Providing artwork, models, or renderings as requested by the CITY. 142 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services 07/2014 C -9 ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT 1.5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project 152 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations 07/2014 C -10 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project 1.5 4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following 1 5 4 1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment, 1.5.4 2 Appropriate professional interpretations of all of the foregoing, 1.5.4 3 Environmental assessment and impact statements, 1.5.4.4 Property, boundary, easement, right -of -way, topographic and utility surveys, 1.5.4.5 Property descriptions; 1.5 4 6 Zoning, deed and other land use restrictions, 1.5 4 7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT, and 1.5.4 8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement 1.6 SEQUENCE OF EVENTS 1 6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 1 6 2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 07/2014 C -11 constitute a default for which payment for services may be withheld until default is cured Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work 1 6 3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured 1.6 4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1 6 3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1.7 1 An event of default shall mean a breach of this Agreement by the CONSULTANT Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: • CONSULTANT has not performed services on a timely basis, ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel, 07/2014 C -12 ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement, ❖ CONSULTANT has failed in any representations made in this Agreement, or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; • CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date. 1 7 2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates This amount shall also include procurement and administrative costs incurred by the CITY. ❖ Consequential damages and incidental damages. 1 7 3 The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity ARTICLE 2 - TERM 2 1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2 2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms and conditions In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 - TIME OF PERFORMANCE 07/2014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows a Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "C "attached hereto b 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 c Compensation for sub - consultants will be negotiated based on each task order Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "C" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts d The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved e. In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges /Not -to- Exceed Method of Payment When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "C" attached hereto, plus sub - consultant services and other related costs supporting the proposed work The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount. g Final payment of any balance due the CONSULTANT of the total AGREEMENT 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 h Final Invoice. In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's 07/2014 C -14 final /last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U S. Department Labor The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT CONSULTANT's services shall meet a standard of care for professional 07/2014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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 ARTICLE 9 - INDEMNIFICATION 9 01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9 02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value) TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article. 9 03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 101 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida 101 1 Worker's Compensation Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company 10 1 2 Comprehensive General Liability. The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY 10 1.3 Business Automobile Liability. The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT 10 1.4 Professional Liability (Errors and Omissions) Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above 10 3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect 10 4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11 1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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 11 2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records) CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13 1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13 2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants The City shall exercise its rights under this "Certificate" within one (1) year following payment ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply' If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT ARTICLE 15 - 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 ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach ARTICLE 18 — TERMINATION 18 1 Termination for Convenience This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination 18 2 Termination for Default In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County Further, this AGREEMENT shall be construed under Florida Law. ARTICLE 20 — UNCONTROLLABLE FORCES 20 1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to: City of Boynton Beach Copy to: Attn Utilities Director City of Boynton Beach 124 E Woolbright Road Attn Procurement Services Division Boynton Beach, FL 33435 100 E Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address GAI Consultants Jay Ameno, P E. 618 East South Street Suite 700 Orlando, FL 32801 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23 1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768 28, Florida Statute, as may be emended from time to time, or any successor statute thereof To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended 1 Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2 The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: -1 DATED this / day of C 20t t. / CITY OF BOYNTON BEACH '!-(a 4 or CONSULTANT � f C 7/20 Attest/Authenticated: Title G` Y �• _ V . , P (Corporate Seal) e Clerk `Y T. 0 Approved a' to ; orm: Attest/Authenticated: �111�1 ity Attor 1 Secretary 07/2014 C -24 !rV GAI CONSULTANTS, INC. SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "C" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $235 2. Client Service Manager $215 3. Project Manager $145 3. Senior Project Manager $185 4. Project Engineer $115 5. Senior Structural Engineer $95 6. Structural Engineer $70 7. Senior Mechanical Engineer $95 8. Mechanical Engineer $70 9. Electrical Engineer $70 10. Senior Electrical Engineer $95 11. Electrical Technician $70 12. Scientist $95 13. Graphic Designer $65 14. Senior Graphic Designer $110 15. Surveyor $55 16. Lead Surveyor $65 17. Chief Surveyor $85 18. Engineering /Survey Technician $35 19. Senior Engineer /Hydrogeologist $95 20. Engineer /Hydrogeologist (Tech Specialist) $70 21. Contract Administrator $95 22. GIS Specialist $95 23. Senior Inspector $95 24. GPS Equipment/Crew $140 25. Senior Administrative Support $85 26. Administrative Support $55 27. Paraprofessional $35 28. Aerial Photogrammetry Sub- Consultant 29. Computer Systems Analyst Sub - Consultant 30. Rate Study Specialist $95 31. Financial Services $95 32. Instrumentation and Control Services Sub - Consultant 33. Data Acquisition and Control Services Sub - Consultant Direct Cost - Mark -up % Sub - Consultants % 10 GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and AECOM Technical Services, Inc., hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL; and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category B — Infrastructure Improvements by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees — Category "B ", attached hereto. 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories. 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 1.3.1 GENERAL. The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1.3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations. 1.3.2.1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.3.2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed 07/2014 C - project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.3.3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits. 1.3.3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.3.3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in 0712014 C - detail the requirements for the construction of the project. 1.3.3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1.3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required.. 1.3.3.9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work. 1.3.3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project. If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred 07/2014 C-4 by the CITY from a third party or for any loss of funding which may result in delay of the project. 1.3.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction. The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects. 1.3.4.1 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 1.3.4.2 1.3.4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3.4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents. 1.3.4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.3.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT. The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1.3.5.1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as architectural /engineering errors or omissions. An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a 07/2014 C -5 necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor. CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days. 1.3.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor. 1.3.7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3.12 "Resident Project Services" of this Agreement. The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents. The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work. The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The 07/2014 C -6 CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY. 1.3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.3.12 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre- construction conferences; ❖ Conducting all necessary construction progress meetings; • Observation of the work in progress to the extent authorized by the CITY; ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY; • Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports; ❖ Field observation and verification of quantities of equipment and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; 07/2014 C - • • Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; • Preparation, update and distribution of a project budget with each project schedule; • Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; • Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders; • Maintenance of a daily log of each project; • Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; • Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT. 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services: ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. 07/2014 C -8 ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY. ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control. ❖ Providing renderings or models for the CITY's use. ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement. ❖ Services in connection with a project not otherwise provided for in this Agreement. ❖ Services in connection with a field order or change order requested by the CITY. ❖ Providing artwork, models, or renderings as requested by the CITY. 1.4.2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services. 07/2014 C -9 • Services in connection with work changes necessitated by unforeseen conditions encountered during construction. • Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT. • Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such. • Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. • Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. • Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT: 1.5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 1.5.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 07/2014 C -10 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project. 1.5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following: 1.5.4.1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing; 1.5.4.3 Environmental assessment and impact statements; 1.5.4.4 Property, boundary, easement, right -of -way, topographic and utility surveys; 1.5.4.5 Property descriptions; 1.5.4.6 Zoning, deed and other land use restrictions; 1.5.4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy. 1.6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 07/2014 C -11 constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1.6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1.7.1. An event of default shall mean a breach of this Agreement by the CONSULTANT. Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: • CONSULTANT has not performed services on a timely basis; • CONSULTANT has refused or failed to supply enough properly skilled personnel, 07/2014 C -12 • CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies; • CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement; • CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; • CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date. 1.7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: • The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates. This amount shall also include procurement and administrative costs incurred by the CITY. ❖ Consequential damages and incidental damages. 1.7.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2.1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2.2 City may elect to extend the AGREEMENT term for two (2) additional one (1) year periods, under the same terms, and conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 - TIME OF PERFORMANCE 07/2014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows: a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Scope Category "B" attached hereto. b. 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. c. Compensation for sub - consultants will be negotiated based on each task order. Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provide in Category "B" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d. The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. e. In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges /Not -to- Exceed Method of Payment: When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "B" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount. g. Final payment of any balance due the CONSULTANT of the total AGREEMENT 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. h. Final Invoice. In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's 07/2014 C -14 final /last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is Tess, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk. ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT. CONSULTANT's services shall meet a standard of care for professional 07/2014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9.02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $__(insert AGREEMENT value)TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article. 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods fumished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11.2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13.1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants. The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT. The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply: If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work. The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT. ARTICLE 15 - 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. ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18.1 Termination for Convenience: This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. 18.2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law. ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20.2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to: City of Boynton Beach Copy to: Attn: Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address: AECOM Technical Services, Inc. Jim Penkosky, P.E. 4010 Boy Scout Boulevard Suite 300 Tampa, FL 33607 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 • agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 23.2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT. 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 - PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this iS 14 day of Atta3 20 /9 _. CITY OF BOYNTON BEACH 7 .►ter Al ` 'yor CONSULTANT i ( Mark Blanch d Vice Presid nt Attest/Authenticated " Z"&"'•-„ KIMBERLY WINOLOSS- SISLER 1 ■ ': :` - Notary Public - State of Florida ) Title 4 z "' -�? My Comm Expires Aug 3, 2017 1 1 --; ;, Commission # FF 025307 �� ..te�rr C� � TY '�� c �; a - i°uT y (Corporate Seal) • Clerk `./ r CA T o U ,ti� � � N Approved • 1- to F. ' : Attest/Authenticated: L.L. /.../ Ats. ii City Attor - ecretary 07/2014 C -24 SCHEDULE OF PROFESSIONAL FEES - AECOM The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "B" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $230 2. Client Service Manager $211 3. Senior Project Manager $206 4. Project Manager $172 5. Project Engineer $130 6. Landscape Architect $125 7. Senior Architect $160 8. Architect $130 9. Senior Structural Engineer $160 10. Structural Engineer $120 11. Senior Mechanical Engineer $155 12. Mechanical Engineer $115 13. Electrical Engineer $120 14. Senior Electrical Engineer $160 15. Electrical Technician $84 16. Construction Inspection Technician $73 17. Senior Construction Inspector $101 18. Construction Inspector $81 19. Construction Manager $145 20. Contract Administrator $90 21. Associate CADD Technician $68 22. CADD Technician $102 23. Senior CADD Technician $113 24. Graphic Designer $80 25. Senior Graphic Designer $102 26. Estimator $115 27. Senior Estimator $188 28. Chief Estimator $228 29. Surveying Technician nla 30. Surveyor n/a 31. Senior Surveyor n/a 32. Lead Surveyor nla 33. Chief Surveyor nla 34. Administrative Support $71 35. Direct Cost - Mark-up °l° Sub-Consultants % GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and Studio Sprout, hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL; and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Well field Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category D — Architectural and Landscape Design Services by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees Category "D" attached hereto. 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders/written work authorizations from each of the Scope Categories. 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 1.3.1 GENERAL: The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1.3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations. 1.3.2.1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.3.2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed 07/2014 C -2 project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.3.3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits. 1.3.3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.3.3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in 07/2014 C -3 detail the requirements for the construction of the project. 1.3.3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1.3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required.. 1.3.3.9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The CONSULTANT shall comply with all applicable goveming laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work. 1.3.3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project. If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred 0712014 C-4 by the CITY from a third party or for any loss of funding which may result in delay of the project. 1.3.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction. The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects. 1.3.4.1 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 1.3.4.2 1.3.4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3.4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents. 1.3.4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.3.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT. The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1.3.5.1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as architectural /engineering errors or omissions. An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a 07/2014 C -5 necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor. CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days. 13.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor. 1.3.7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3.12 "Resident Project Services" of this Agreement. The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents. The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work. The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The 07/2014 C -6 CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY. 1.3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.3.12 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre - construction conferences; ❖ Conducting all necessary construction progress meetings; ❖ Observation of the work in progress to the extent authorized by the CITY; •:• Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY; • Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports; ❖ Field observation and verification of quantities of equipment and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; 07!2014 C -7 ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule; ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders, ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT. 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services: ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. 07/2014 C-8 ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY. ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control. ❖ Providing renderings or models for the CITY's use. ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g. defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement. ❖ Services in connection with a project not otherwise provided for in this Agreement. ❖ Services in connection with a field order or change order requested by the CITY. ❖ Providing artwork, models, or renderings as requested by the CITY. 1.4.2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services. 07/2014 C -9 ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT. ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such. ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be bome by the Contractor, and this requirement shall be included in the construction contract. • Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT: 1,5,1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 1.5.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 07/2014 C -10 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project. 1.5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following: 1.5.4.1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing; 1.5.4.3 Environmental assessment and impact statements; 1.5.4.4 Property, boundary, easement, right -of -way, topographic and utility surveys; 1.5.4.5 Property descriptions; 1.5.4.6 Zoning, deed and other land use restrictions; 1.5.4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order/work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy. 1.6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 0712014 C -11 constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1.6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1.7.1. An event of default shall mean a breach of this Agreement by the CONSULTANT. Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: ❖ CONSULTANT has not performed services on a timely basis; ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel; 0712014 C -12 ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies; ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement; ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date. 1.7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates. This amount shall also include procurement and administrative costs incurred by the CITY. • Consequential damages and incidental damages. 1.7.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2.1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2.2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms, conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 - TIME OF PERFORMANCE 0712014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows: a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "D" attached hereto. b. 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. c. Compensation for sub - consultants will be negotiated based on each task order. Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "D" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d. The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. e. In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges /Not -to- Exceed Method of Payment: When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "D" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not - to-exceed cost amount. g. Final payment of any balance due the CONSULTANT of the total AGREEMENT 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. h. Final Invoice: In order for both parties herein to close their books and records, the CONSULTANT will dearly state "final invoice" on the CONSULTANT's 07/2014 C -14 final /last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk. ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT. CONSULTANT's services shall meet a standard of care for professional 0712014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 0712014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9.02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $(insert AGREEMENT value) TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article. 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods fumished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11.2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13.1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non- current wage rates or due to inaccurate representations of fees paid to outside consultants. The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT. The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply: If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work. The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT. ARTICLE 15 - 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. ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18.1 Termination for Convenience: This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. 18.2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law. ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20.2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to: City of Boynton Beach Copy to: Attn: Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address: Studio Sprout Connie Roy - Fisher, _ . P.O. Box 420 Jupiter, FL 33468 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 0712014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 23.2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT. 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this 25 - day of 46 ej j , 20 /y . CITY OF BOYNTON BEACH / / f iii L 1 or / / c SULTANT Attest/Authenticated: + e or Ronda C u: (c ia (rv) C-1/h Title e0-li-tt-rc-k �� - ..•► 4w. � (�, BRUETTE RAGOSA l ,' _&-41- • * c MY COMMISSION S I� 1 � L.•' . ∎ Clerk -.. -:: " -c EXPIRES March 02, 2015 • �\ T Y 0 x., ( 390 -0153 FlondallotaryServtce com _ � I Approved s to For : Attest/Authenticated: a4 O N (c;" 1 City Atto ey Secretary 0712014 C -24 SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants In those cases, the mark -up line item will apply. SCOPE CATEGORY "D" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) (Prime Consultant) $150 2. Client Service Manager $150 3. Senior Project Manager (Prime Consultant) $100 4. Project Manager $ 5. Project Engineer $120 6. Landscape Architect $100 7. Senior Architect $165 8. Architect $145 9. Senior Structural Engineer $165 10. Structural Engineer $145 11. Senior Mechanical Engineer $150 12. Mechanical Engineer $100 13. Electrical Engineer $100 14. Senior Electrical Engineer $150 15. Electrical Technician $85 16. Construction Inspection Technician $100 17. Senior Construction Inspector $145 18. Construction Inspector $125 19. Construction Manager $110 20. Contract Administrator $125 21. Associate CADD Technician $65 22. CADD Technician $90 23. Senior CADD Technician $95 24. Graphic Designer $65 25. Senior Graphic Designer $85 26. Estimator $100 27. Senior Estimator $125 ip. . 28. Chief Estimator 150.00 29. Surveying Technician 75.00 30. Surveyor - 2 man field crew 105.00 31. Senior Surveyor 120.00 32. Lead Surveyor 145.00 33. Chief Surveyor 160.00 34. Administrative Support 80.00 35. Direct Cost - Mark-up % Sub-Consultants %_10 Civil Engineer (Principal) 185.00 Civil Engineer - Senior Project Manager 145 00 RECEIVED 3 1 2014 GENERAL CONSULTING SERVICES AGREEMPN BEACH UTILITIES THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and Erdman Anthony of Florida, Inc., hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287 055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL, and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications, and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category B — Infrastructure Improvements by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees — Category "B ", attached hereto. 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories. 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 13.1 GENERAL The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1.3.2 PRELIMINARY SERVICES. The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations. 1.3.21 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY 1.3 2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed 07/2014 C -2 project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project 1 3.3 BASIC SERVICES. The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY, the exact number needed shall be determined by the CITY. Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits 1 3.3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1 3.3 2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY The Construction Documents shall consist of drawings and specifications setting forth in 0712014 C -3 detail the requirements for the construction of the project. 1.3.3 3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3 4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions 1.3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required 1.3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place 1 3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required. 1.3.3.9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work. 1.3.3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred 07/2014 C-4 by the CITY from a third party or for any loss of funding which may result in delay of the project 1.3.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects. 13.4.1 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 1 3 4.2 1.3.4 3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3.4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents. 1 3.4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 1.3.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT. The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed 1.3.5.1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose Among those shall be change orders which are identified as architectural /engineering errors or omissions An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a 07/2014 C -5 necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days. 1 3 6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor 1.3.7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3.12 "Resident Project Services" of this Agreement. The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents. The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed, the Work is in accordance with the Construction Documents. The 0712014 C -6 CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY 1 3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1 3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY 1.3.12 RESIDENT PROJECT SERVICES During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre- construction conferences; • Conducting all necessary construction progress meetings, ❖ Observation of the work in progress to the extent authorized by the CITY; • Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY, • Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports, ❖ Field observation and verification of quantities of equipment and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; 07/2014 C -7 ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY, ❖ Preparation, update and distribution of a project budget with each project schedule; • Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders; ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion, ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits; releases, key manuals; record drawings; and maintenance stocks; and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services: ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. 07/2014 C -8 d• Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control ❖ Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work • Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses, providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY • Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e g. defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement ❖ Services in connection with a project not otherwise provided for in this Agreement. ❖ Services in connection with a field order or change order requested by the CITY. • Providing artwork, models, or renderings as requested by the CITY 1.4 2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services. 07/2014 C -9 ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT 1.5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 1.5.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations 07/2014 C -10 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project 1 5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following: 1.5 4.1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment, 1 5.4.2 Appropriate professional interpretations of all of the foregoing, 1 5.4.3 Environmental assessment and impact statements; 1.5.4 4 Property, boundary, easement, right -of -way, topographic and utility surveys, 1 5.4 5 Property descriptions, 1.5.4.6 Zoning, deed and other land use restrictions; 1 5 4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1 5 4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 1 6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 07/2014 C -11 constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1 6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1.6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1 7.1. An event of default shall mean a breach of this Agreement by the CONSULTANT. Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: • CONSULTANT has not performed services on a timely basis; • CONSULTANT has refused or failed to supply enough properly skilled personnel; 07/2014 C -12 ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement, ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date 1 7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates This amount shall also include procurement and administrative costs incurred by the CITY ❖ Consequential damages and incidental damages. 1 7 3 The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity ARTICLE 2 - TERM 2.1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2.2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms and conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY ARTICLE 3 - TIME OF PERFORMANCE 07/2014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows. a Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "B" attached hereto b 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 c Compensation for sub - consultants will be negotiated based on each task order Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provide in Category "B" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. e In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f Computation of Time Charges /Not -to- Exceed Method of Payment. When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "B" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount. g. Final payment of any balance due the CONSULTANT of the total AGREEMENT 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 h Final Invoice: In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's 07/2014 C -14 • final /last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is Tess, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U S. Department Labor The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT CONSULTANT's services shall meet a standard of care for professional 07/2014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service AGREEMENT, faithfully observe and comply with all federal, state and focal laws, ordinances and regulations that are applicable to the services to be rendered under this AGREEMENT. ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9.02 To the greatest extent permitted pursuant to Section 725 06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value) TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida 10.1 1 Worker's Compensation Insurance. The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10 1.2 Comprehensive General Liability The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations, Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10 1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1 4 Professional Liability (Errors and Omissions) Insurance. The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above 10 3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only ARTICLE 11 - INDEPENDENT CONTRACTOR 0712014 C -18 11 1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11 2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13 1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT ARTICLE 15 - 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. ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18.1 Termination for Convenience: This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against Toss pertaining to this termination 18 2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County Further, this AGREEMENT shall be construed under Florida Law ARTICLE 20 — UNCONTROLLABLE FORCES 20 1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to: City of Boynton Beach _ Copy to: Attn: Utilities Director City of Boynton Beach 124 E Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address Erdman Anthony of Florida, Inc. Dana Gillette 1402 Royal Palm Beach Boulevard Building 500 Royal Palm Beach, FL 33411 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT ARTICLE 23 - SOVEREIGN IMMUNITY 23 1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768 28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended 1 Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT. 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates. DATED this 2.--day of 4'64'S7 , 20 / g. CITY OF BOYNTON BEACH J v / ,tom 66 ( ) i t d o r CONSULTA T Attest/Authenticated : Title Cr., NT Y O 4 "" OW, . _ /.I ' ' ie. 'u A (Corporate Seal) ' ity Clerk / m =: C v Approved a to F Attest/A thenticat x r ity Attorn ' e ' reta 1 07/2014 C -24 i ` Y SCHEDULE OF PROFESSIONAL FEES — ERDMAN ANTHONY The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "B" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $220 2. Client Service Manager $205 3. Senior Project Manager $190 4. Project Manager $175 5. Project Engineer $160 6. Landscape Architect n/a 7. Senior Architect nla 8. Architect nla 9. Senior Structural Engineer $170 10. Structural Engineer $140 11. Senior Mechanical Engineer $170 12. Mechanical Engineer $140 13. Electrical Engineer $170 14. Senior Electrical Engineer $140 15. Electrical Technician $125 16. Construction Inspection Technician $80 17. Senior Construction Inspector $110 18. Construction Inspector $95 19. Construction Manager $160 20. Contract Administrator $110 21. Associate CADD Technician $80 22. CADD Technician $95 23. Senior CADD Technician $110 24. Graphic Designer n/a 25. Senior Graphic Designer nla 26. Estimator $110 27. Senior Estimator $140 28. Chief Estimator $205 29. Surveying Technician $80 30. Surveyor $95 31. Senior Surveyor $110 32. Lead Surveyor $140 33. Chief Surveyor $190 34. Administrative Support $60 35. Direct Cost — Mark -up % Sub - Consultants 110% GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and Globaltech, Inc., hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL; and WHEREAS, RFQ No 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach, and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows. ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category A — Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees — Category "A" attached hereto. 07/2014 C -1 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories. 1.3 SERVICE AND RESPONSIBILITIES 1.31 GENERAL: The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work 1.3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project, CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations. 1 3.21 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1 3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design critena, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 07/2014 C -2 1.3.2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1 3 3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits 1.3.3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs 1 3.3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the 07/2014 C -3 number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.3 3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost 1 3.3 6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.3 3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1 3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required.. 1.3.3 9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work 1.3.3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project. If the 07/2014 C-4 CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred by the CITY from a third party or for any loss of funding which may result in delay of the project 1.3 4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction. The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects. 1.3.41 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 1 3 4.2 1 3.4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1 3 4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents 1.3.4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders 1 3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.3.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT. The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The CONSULTANT shall also prepare change orders, assemble wntten guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1 3.5 1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as 07/2014 C -5 architectural /engineering errors or omissions An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days 1.3.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor. 1.3 7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3 12 "Resident Project Services" of this Agreement. The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents. The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work. The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the CONSULTANT 07/2014 C -6 will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1 3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes 1.3 9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1 3 10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1.311 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.3.12 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre - construction conferences; ❖ Conducting all necessary construction progress meetings; ❖ Observation of the work in progress to the extent authorized by the CITY; ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY; ❖ Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports, ❖ Field observation and verification of quantities of equipment 07/2014 C -7 and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule, ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders; ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; • Securing and transmitting to the CITY, required guarantees; affidavits; releases, key manuals; record drawings; and maintenance stocks, and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT. 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services 07/2014 C -8 ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control ❖ Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e g defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement ❖ Services in connection with a project not otherwise provided for in this Agreement. ❖ Services in connection with a field order or change order requested by the CITY ❖ Providing artwork, models, or renderings as requested by the CITY. 1.4.2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the 07/2014 C -9 CITY's authorization, it will furnish the following additional services. ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT. ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such. ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT: 1.5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 1.5.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and 07/2014 C -10 constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.5 3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project 1 5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following 1.5.41 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing, 1.5.4.3 Environmental assessment and impact statements; 1 5.4.4 Property, boundary, easement, right -of -way, topographic and utility surveys, 1.5 4 5 Property descriptions; 1.5.4.6 Zoning, deed and other land use restrictions; 1.5.4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy. 07/2014 C -11 1.6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured Time extensions will be reviewed upon request for extenuating circumstances It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1 6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1.6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1.7.1. An event of default shall mean a breach of this Agreement by the CONSULTANT Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: 07/2014 C -12 ❖ CONSULTANT has not performed services on a timely basis; ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel; ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement; ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date 1.7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates This amount shall also include procurement and administrative costs incurred by the CITY. ❖ Consequential damages and incidental damages 1.7.3 The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity ARTICLE 2 - TERM 2 1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT 2.2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms and conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. 0712014 C -13 ARTICLE 3 - TIME OF PERFORMANCE Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows: a Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "A" attached hereto. b. 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. c. Compensation for sub - consultants will be negotiated based on each task order. Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provide in Category "A" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts d The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. e. In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f Computation of Time Charges /Not -to- Exceed Method of Payment: When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "A" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount g. Final payment of any balance due the CONSULTANT of the total AGREEMENT 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. 07/2014 C -14 h Final Invoice. In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's final /last billing to the CITY The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U S. Department Labor The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will 07/2014 C -15 retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT. CONSULTANT's services shall meet a standard of care for professional engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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 ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9.02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value) TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article. 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 101.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations, Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence 10 2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above 10 3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10 4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11.2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13 1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13 2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 0712014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply: If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work. The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT. ARTICLE 15 - 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 ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18.1 Termination for Convenience This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. 18 2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law. ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20.2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to City of Boynton Beach Copy to: Attn: Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address. Globaltech, Inc. Rick Olson, P.E 6001 Broken Sound Parkway NW Suite 610 Boca Raton, FL 33487 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23 1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended 1. Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this day of 7 i1/6l/S r 20 N . CITY OF BOYNTON BEACH 1 ayor CONSUL ANT Attest/Authenticated : Title 0 1.Y (-) Erre 7 (Corporate Seal) • Clerk m z 0 v ti N 6 � Approved - - to Fo Attest/Authenticated: /( ity Attor "Pr cretary 07/2014 C -24 SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "A" NO. CLASSIFICATIONS HOURLY RATE 1. Project Director (Principal) $218 2. Client Service Manager $204 3. Senior Project Manager $218 4. Project Engineer $162 5. Senior Structural Engineer - 6. Structural Engineer 7. Senior Mechanical Engineer $189 8. Mechanical Engineer $158 9. Electrical Engineer $162 10. Senior Electrical Engineer $ 184 11. Electrical Technician - 12. Scientist 13. Senior Engineer/Hydrogeologist $204 14. Engineer!Hydrogeologist (Technical Specialist) 15. Graphic Designer - 16. Senior Graphic Designer $95 17. Surveyor - 18. Lead Surveyor 19. Chief Surveyor - 20. Engineering /Survey Technician - 21. Senior Field Representative (Professional) $204 22. Construction inspection Technician $131 23. Construction Inspector - 24. Construction Manager $160 25. Contract Administrator 26. GIS Specialist 27. Senior Inspector 28. GPS Equipment/Crew • 29. Senior Administrative Support $100 30. - Administrative Support 583 31. Paraprofessional $52 32. Aerial Photogrammetry • 33. Computer Systems Analyst 34. Financial Services 35. Instrumentation and Control Services $147 36. Data Acquisition and Control Services Direct Cost — Mark •up % Sub •Consultants 15% �r GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and CPH. Inc., hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL; and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category D — Architectural and Landscape Design Services, by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in Schedule of Professional Fees — Category "D ", attached hereto 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories. 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 1.3.1 GENERAL: The CONSULTANT upon issuance of a task order/written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1.3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project, CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations. 1.3.2.1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.3 2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and /or 07/2014 C - Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations, assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.3.3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits. 1.3.3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.3.3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the 07/2014 C -3 project. 1.3.3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of its entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approvals have taken place 1.3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required.. 1.3.3.9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work. 1.3 3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred by the CITY from a third party or for any loss of funding 07/2014 C-4 which may result in delay of the project. 1.3.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction. The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects. 1.3.4.1 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 1.3.4.2 1.3.4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3.4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents. 1.3.4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 135 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT. The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed 1.3.5.1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as architectural /engineering errors or omissions An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a necessary expense to the CITY for the project shall be 07/2014 C -5 considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days. 1.3.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor. 1.3.7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3.12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work. The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The CONSULTANT shall conduct observations to determine the dates 07/2014 C -6 of substantial and final completion and issue a recommendation for final payment. 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1 3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.3.12 RESIDENT PROJECT SERVICES. During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre - construction conferences; ❖ Conducting all necessary construction progress meetings; ❖ Observation of the work in progress to the extent authorized by the CITY; ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY; ❖ Receipt, review coordination and disbursement of shop drawings and other submittals, ❖ Maintenance and preparation of progress reports; ❖ Field observation and verification of quantities of equipment and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; ❖ Maintenance at each project site on a current basis of all 07/2014 C -7 drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule; ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders; ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits; releases, key manuals; record drawings; and maintenance stocks; and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT. 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services: ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. 07/2014 C-8 • Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY. • Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control. • Providing renderings or models for the CITY's use. • Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. • Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. • Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g. defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. • Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. • Additional services in connection with a project not otherwise provided in this Agreement. • Services in connection with a project not otherwise provided for in this Agreement. • Services in connection with a field order or change order requested by the CITY. • Providing artwork, models, or renderings as requested by the CITY. 1.4.2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services 07/2014 C -9 ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT. ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such. • Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT: 1.5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 15.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations 07/2014 C -10 1 5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project. 1.5 4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following: 1.5.4.1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing; 1.5.4.3 Environmental assessment and impact statements; 1.5.4 4 Property, boundary, easement, right -of -way, topographic and utility surveys; 1.5.4.5 Property descriptions; 1.5.4.6 Zoning, deed and other land use restrictions; 1.5.4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 1.6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 07/2014 C -11 constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1.6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1.7.1. An event of default shall mean a breach of this Agreement by the CONSULTANT Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: • CONSULTANT has not performed services on a timely basis; ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel, 07/2014 C -12 • CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies; ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement; ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; • CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date 1.7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates. This amount shall also include procurement and administrative costs incurred by the CITY • Consequential damages and incidental damages. 1.7.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2.1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2.2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms, and conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY ARTICLE 3 - TIME OF PERFORMANCE 07/2014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows: a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Scope Category "D ", attached hereto. b 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. c. Compensation for sub - consultants will be negotiated based on each task order. Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "D ", attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d. The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. e. In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f Computation of Time Charges /Not -to- Exceed Method of Payment: When a service is to be compensated based on time charge /not- to-exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "D ", attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount. g. Final payment of any balance due the CONSULTANT of the total AGREEMENT 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. h Final Invoice: In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's 07/2014 C -14 final /last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk. ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT. CONSULTANT's services shall meet a standard of care for professional 07/2014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 07/2014 C -1s ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9.02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value) TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article. 9 03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10 4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11.2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13.1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants. The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply: If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work. The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT. ARTICLE 15 - 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. ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18.1 Termination for Convenience. This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination 18.2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure. 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law. ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to: City of Boynton Beach Copy to: Attn. Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address: CPH, Inc. Attn: Trish Hunt 500 West Fulton Street Sanford, FL 32771 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 23.2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT. 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 — PUBLIC RECORDS 241 The City is public agency subject to Chapter 119, Florida Statutes The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 24 1 4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the 07/2014 C -22 City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this may of Ak6e./s T , 20 /y . CITY OF BOYNTON BEACH CPH, Inc. yor / NSULTANT David A. Gierach, President Attest/Authenticated: Title j %f �j / ' D£l'U7 c,,`,T,�Y ° (Corporate Seal) i Clerk s C V Approved a to Fo 4 ," Attest/Authenticated: ' ON e', /, /2)- ),,t City Att. • -y Secretary - Linda M. Gardner 07/2014 C -24 (77" SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "D" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $155 2. Client Service Manager $145 3. Senior Project Manager $145 4. Project Manager $135 5. Project Engineer $110 6. Landscape Architect $100 7. Senior Architect $145 8. Architect $135 9. Senior Structural Engineer $145 10. Structural Engineer n/a 11. Senior Mechanical Engineer $145 12. Mechanical Engineer n/a 13. Electrical Engineer n/a 14. Senior Electrical Engineer $145 15. Electrical Technician $105 16. Construction Inspection Technician n/a 17. Senior Construction Inspector $115 18. Construction Inspector $95 19. Construction Manager $100 20. Contract Administrator $85 21. Associate CADD Technician $90 22. CADD Technician $70 23. Senior CADD Technician $80 24. Graphic Designer $70 25. Senior Graphic Designer $120 26. Estimator $115 27. Senior Estimator $145 28. C hief Estimator n/a 29. Surveying Technician $85 30. Surveyor $95 31. S enior Surveyor $125 32. Lead Surveyor nla 33. Chief Surveyor n/a 34. Administrative Support $55 35. Direct Cost - Mark -up % Sub - Consultants % 10 36. S urvey Crew (2 Man) $130 37. Survey Crew (3 Man) S150 38. 1 Man Scanner /Laser Survey Crew $260 39. GPS (1 Man) 1 Robotics $125 40. Principal Planner $145 41. Sr. Planner $125 42. Planner $95 43. Senior Landscape Architect $145 44. Surveyor Principal $140 , GENERAL CONSULTING SERVICES THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and CAROLLO ENGINEERS, INC. hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive Contract to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL; and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services; and Ancillary Studies and Services; tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category A — Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services; and Scope Category C - Ancillary Studies and Services by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees — Category A and Category C, attached hereto. C -1 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories 1.3 SERVICE AND RESPONSIBILITIES 131 GENERAL The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1 3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required, develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources, identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project, provide analyses of the CITY's needs for surveys; site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations 1 3.21 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys 1 3 2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 07/2014 C -2 1 3 2 3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems, evaluate and report on operations, assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance, assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project 1.3 3 BASIC SERVICES The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits 1 3.3 1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs 1.3 3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the 0712014 C - number of calendar days specified within any notice issued by the CITY The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.3.3 3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms 1 3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions 1 3 3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required 1.3 3 7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place 1 3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required . 1 3 3 9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work 1.3 3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project If the 07/2014 C-4 CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred by the CITY from a third party or for any loss of funding which may result in delay of the project 1.3 4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects 1.3.41 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual 1.3.4.2 1 3.4 3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders 1 3.4 4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents. 1.3 4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications cnteria, review qualifications and recommend acceptance or rejection of the bidders 1.3 4 7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 1.3.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed 1 3.5 1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose Among those shall be change orders which are identified as 07/2014 C -5 architectural /engineering errors or omissions An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days. 13.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor 1 3 7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1 3 12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents. The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the CONSULTANT 07/2014 C -6 will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment 1.3 8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY 1 3.10 The CONSULTANT shall prepare change orders for the CITY's approval CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1 311 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.3.12 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s) Resident project observation services shall include but is not limited to the following ❖ Conducting all pre - construction conferences, • Conducting all necessary construction progress meetings, • Observation of the work in progress to the extent authorized by the CITY; ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY, ❖ Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports, ❖ Field observation and verification of quantities of equipment 07/2014 C -7 and materials installed; + Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; • Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule, • Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis, • Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders, ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion, • Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion, ❖ Securing and transmitting to the CITY, required guarantees, affidavits; releases; key manuals, record drawings; and maintenance stocks; and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT 1.4 ADDITIONAL SERVICES 14.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services: 0712014 C -8 ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY. ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control ❖ Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses, providing value engineering during the course of design, the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals, assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g. defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement ❖ Services in connection with a project not otherwise provided for in this Agreement ❖ Services in connection with a field order or change order requested by the CITY ❖ Providing artwork, models, or renderings as requested by the CITY 14.2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the 07/2014 C -9 CITY's authorization, it will furnish the following additional services ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor, provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT 1 5 1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 15.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and 0712014 C -10 constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations 1 5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project 1 5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following. 1.5.4.1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4 2 Appropriate professional interpretations of all of the foregoing, 1.5.4.3 Environmental assessment and impact statements, 1.5 4 4 Property, boundary, easement, right -of -way, topographic and utility surveys, 1.5.4.5 Property descriptions; 1 5 4.6 Zoning, deed and other land use restrictions, 1.5 4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT, and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement 1.6 SEQUENCE OF EVENTS 1 6 1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 07/2014 C -11 1.6 2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured Time extensions will be reviewed upon request for extenuating circumstances It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work 1 6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured 1 6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1 6 5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1 6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement 1.7 DEFINITION OF DEFAULT 1 7.1 An event of default shall mean a breach of this Agreement by the CONSULTANT. Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: 07/2014 C -12 ❖ CONSULTANT has not performed services on a timely basis, ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel; ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement, ❖ CONSULTANT has failed in any representations made in this Agreement, or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement, ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date 1.7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates. This amount shall also include procurement and administrative costs incurred by the CITY ❖ Consequential damages and incidental damages 1.7 3 The CITY may take advantage of each and every remedy specifically existing at law or in equity Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity ARTICLE 2 - TERM 2 1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2.2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms, and conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY 07/2014 C -13 ARTICLE 3 - TIME OF PERFORMANCE Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows. a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees for Category "A" and Category "C ", attached hereto. b 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. c. Compensation for sub - consultants will be negotiated based on each task order Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees for Category "A" and Category "C ", attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved e In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date f Computation of Time Charges /Not -to- Exceed Method of Payment When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided om Category "A" and Category "C" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount g. Final payment of any balance due the CONSULTANT of the total AGREEMENT price earned will be made promptly upon its ascertainment 07/2014 C -14 and verification by the CITY after the completion of the Work under this Agreement and its acceptance by the CITY h Final Invoice: In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's final /last billing to the CITY The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is Tess, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S Department Labor The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS 07/2014 C -15 CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT. CONSULTANT's services shall meet a standard of care for professional engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT CITY has relied upon such representations Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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 ARTICLE 9 - INDEMNIFICATION 9.01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT 9 02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value)_TBD Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 101 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida 10.1 1 Worker's Compensation Insurance. The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company 10 1 2 Comprehensive General Liability The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 0712014 C -17 and Operations, Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000 000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability. The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10 1.4 Professional Liability (Errors and Omissions) Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence 10 2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above 10 3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect 10 4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11 1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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 11 2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records) CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13.1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13 2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants The City shall exercise its rights under this "Certificate" within one (1) year following payment ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply. If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work. The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT ARTICLE 15 - 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 ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach ARTICLE 18 — TERMINATION 18 1 Termination for Convenience. This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against Toss pertaining to this termination 18 2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch The non - performing 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 ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to City of Boynton Beach Copy to: Attn: Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address Carollo Engineering, Inc. Attn: Elizabeth Fujikawa P.E 401 North Cattle Road Suite 306 Sarasota, FL 34232 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT ARTICLE 23 - SOVEREIGN IMMUNITY 23 1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768 28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768 28, Florida Statutes, as amended. 1 Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 0712014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this `day of �bdS T , 20 19 . CITY OF BOYNTON BEACH M r CONSULTANT Attest/Authenticated • s' • O i W r i' :Z:0 Y ilS U: r n Title ' ' �t .. ii. WAS ,/ ' — O ,, 4 2 i 7 � c$ ¥ `�� (Corporate Seal) • i Clerk , r 0 J Wijr U Approved as to Form: � i ttest/Authenticated: O N e. / l 1 ' , 4 /: , „ , City Attor*.= - Secretary 07/2014 C -24 SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "A" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $279 2. Client Service Manager $279 3. Senior Project Manager $279 4. Project Engineer $202 5. Senior Structural Engineer $257 6. Structural Engineer $202 7. Senior Mechanical Engineer $257 8. Mechanical Engineer $202 9. Electrical Engineer $202 10. Senior Electrical Engineer $257 11. Electrical Technician $162 12. Scientist $162 13. Senior Engineer/Hydrogeologist $202 14. EngineerlHydrogeologist (Technical Specialist) $162 15. Graphic Designer $140 16. Senior Graphic Designer $180 17. Surveyor N/A 18. Lead Surveyor N/A 19. Chief Surveyor NIA 20. Engineering /Survey Technician $124 21. Senior Field Representative (Professional) $265 22. Construction Inspection Technician $127 23. Construction Inspector $141 24. Construction Manager $265 25. Contract Administrator $185 26. GIS Specialist $185 27. Senior Inspector $164 28. GPS Equipment/Crew N/A 29. Senior Administrative Support $105 30. Administrative Support $ 31. Paraprofessional N/A 32. Aerial Photogrammetry NIA 33. Computer Systems Analyst $202 34. Financial Services $202 35. Instrumentation and Control Services $257 36. Data Acquisition and Control Services $257 Direct Cost - Mark -up % Sub - Consultants 10% r SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "C" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $279 2. Client Service Manager $279 3. Project Manager $257 3. Senior Project Manager $279 4. Project Engineer $202 5. Senior Structural Engineer $257 6. Structural Engineer $202 7. Senior Mechanical Engineer $257 8. Mechanical Engineer $202 9. Electrical Engineer $202 10. Senior Electrical Engineer $257 11. Electrical Technician $162 12. Scientist $162 13. Graphic Designer $140 14. Senior Graphic Designer $180 15. Surveyor N/A 16. Lead Surveyor N/A 17. Chief Surveyor N/A 18. Engineering /Survey Technician $124 19. Senior Engineer /Hydrogeologist $202 20. Engineer /Hydrogeologist (Tech Specialist) $162 21. Contract Administrator $185 22. GIS Specialist $185 23. Senior lnspector $164 24 GPS Equipment/Crew N/A 25. Senior Administrative Support $105 26. Administrative Support $80 27. Paraprofessional NIA 28. Aerial Photogrammetry N/A 29. Computer Systems Analyst $202 30. Rate Study Specialist $202 31. Financial Services $202 32. Instrumentation and Control Services $257 33. Data Acquisition and Control Services $257 Direct Cost - Mark -up % Sub - Consultants 10% '; - GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and Stantec Consulting Services, Inc., hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287 055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL; and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category D — Architectural and Landscape Design Services by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees Category "D" attached hereto. 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories. 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 1.3.1 GENERAL: The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work 1.3.2 PRELIMINARY SERVICES The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys, site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations. 1.3.2.1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1 3.2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed 07/2014 C -2 project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.3.3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits. 1.3 3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs 1.3.3.2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in 07/2014 C -3 detail the requirements for the construction of the project. 1.3.3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1.3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required.. 1 3.3 9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work 1 3.3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project. If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred 07/2014 C -4 by the CITY from a third party or for any loss of funding which may result in delay of the project. 1.3.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction. The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects 1.3.4.1 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual 1.3.4.2 1.3.4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3.4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3 4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents 1.3.4.6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 13.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1.3.5.1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as architectural /engineering errors or omissions. An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a 07/2014 C -5 necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days. 1.3.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor. 1.3 7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3 12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work. The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents. The 07/2014 C -6 CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1 3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY. 1 3.12 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre- construction conferences; ❖ Conducting all necessary construction progress meetings; ❖ Observation of the work in progress to the extent authorized by the CITY, ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY; ❖ Receipt, review coordination and disbursement of shop drawings and other submittals; ❖ Maintenance and preparation of progress reports; ❖ Field observation and verification of quantities of equipment and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; 07/2014 C -7 ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule; ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders; ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits, releases; key manuals; record drawings; and maintenance stocks, and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT. 1.4 ADDITIONAL SERVICES 1.4.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services: ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. 07/2014 C -8 ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY. ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control. ❖ Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project, evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement. ❖ Services in connection with a project not otherwise provided for in this Agreement ❖ Services in connection with a field order or change order requested by the CITY ❖ Providing artwork, models, or renderings as requested by the CITY 1.4 2 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services. 07/2014 C -9 ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT. ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such. ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. ❖ Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT: 1.5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project 1.5.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 07/2014 C -10 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project. 1.5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following. 1.5.41 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing; 1.5.4.3 Environmental assessment and impact statements, 1.5.4.4 Property, boundary, easement, right -of -way, topographic and utility surveys; 1.5.4.5 Property descriptions, 1.5 4.6 Zoning, deed and other land use restrictions; 1.5.4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 1.6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 07/2014 C -11 constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default. 1.6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1.6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement. 1.7 DEFINITION OF DEFAULT 1.7.1. An event of default shall mean a breach of this Agreement by the CONSULTANT Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: ❖ CONSULTANT has not performed services on a timely basis; ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel; 07/2014 C -12 ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies; ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement; ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date. 1.7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including: ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates. This amount shall also include procurement and administrative costs incurred by the CITY. ❖ Consequential damages and incidental damages. 1.7.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2.1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2.2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms, conditions. In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 - TIME OF PERFORMANCE 07/2014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "D" attached hereto. b. 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. c. Compensation for sub - consultants will be negotiated based on each task order. Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "D" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d. The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved e. In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges /Not -to- Exceed Method of Payment When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "D" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount. g. Final payment of any balance due the CONSULTANT of the total AGREEMENT 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. h. Final Invoice: In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's 07/2014 C -14 final /last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT CONSULTANT's services shall meet a standard of care for professional 07/2014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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 ARTICLE 9 - INDEMNIFICATION 9 01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9.02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $ AGREEMENT value) TBD . Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article. 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder. ARTICLE 10 - INSURANCE 10.1 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company. 10.1.2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis Coverage shall include Premises 0712014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1.4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence. 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above. 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10.4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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 11 2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY. ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13.1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13.2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants. The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT. The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply: If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work. The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT ARTICLE 15 - 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 ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18.1 Termination for Convenience: This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination. 18.2 Termination for Default: In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law. ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20.2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to: City of Boynton Beach Copy to: Attn. Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn: Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address: Stantec Consulting Services, Inc. Tery Glunt, P.E. 901 Ponce De Leon Boulevard Suite 900 Coral Gables, Fl 33134 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT. ARTICLE 23 - SOVEREIGN IMMUNITY 23.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law 23.2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768.28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law. The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 - PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this day of A s T 20 PI CITY OF BOYNTON BEACH yor ' C OTC:' LTANT T - rrance N Glunt, Prmci • - I :01.ti: 0"1' o Attest/Authenticated: • � 0 Title t. £ rzil .�.► / C ,�Y 0 AV> (Corpora e Seal) Clerk / -0 z C v Approved s to F. 4,' ° ' N Attest/Authenticated: c C e j iurd\k„„)-_____ i cl City Attor �_ - Seem ary Larp,,r.vi-G Coo ,,ix, en! I I c v► ^rt ..-I _ Ecbs d— 5 07/2014 C -24 rr SCHEDULE OF PROFESSIONAL FEES The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub- consultants In those cases, the mark -up line item will apply. SCOPE CATEGORY "D" STANTEC CONSULTING SERVICES, INC. ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) 196.00 2. Client Service Manager 168.00 3. Senior Project Manager 142.00 4. Project Manager 132.00 5. Project Engineer 123.00 6. Landscape Architect 114.00 7. Senior Architect 142.00 8. Architect 123.00 9. Senior Structural Engineer 168.00 10. Structural Engineer 142.00 11. Senior Mechanical Engineer 168.00 12. Mechanical Engineer 142.00 13. Electrical Engineer 168.00 14. Senior Electrical Engineer 142.00 15. Electrical Technician 123.00 16. Construction Inspection Technician 83.00 17. Senior Construction Inspector 114.00 18. Construction Inspector 91.00 19. Construction Manager 132.00 20. Contract Administrator 107.00 21. Associate CADD Technician 68.00 22. CADD Technician 83.00 23. Senior CADD Technician 114.00 24. Graphic Designer 106.00 25. Senior Graphic Designer 123.00 26. Estimator NIA 27. Senior Estimator NIA 28. Chief Estimator NIA 29. Surveying Technician 76.00 30. Surveyor 91.00 31. Senior Surveyor 123.00 32. Lead Surveyor 142.00 33. Chief Surveyor 161.00 34. Administrative Support 61.00 35. Direct Cost — Mark -up % Sub - Consultants % 10 Senior Landscape Architect 152.00 Planner 106.00 Senior Planner 152.00 Senior Environmental Scientist I Biologist 142.00 Environmental Scientist 1 Biologist 114.00 GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and Mathews Consulting, Inc , hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services; and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL, and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach; and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications, and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications, and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows - ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category B — Infrastructure Improvements; and Scope Category C — Ancillary Studies and Services by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fees Category "B" and Category "C" attached hereto. 07/2014 C -1 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categones. 1.3 SERVICE AND RESPONSIBILITIES 13.1 GENERAL. The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1.3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project, provide analyses of the CITY's needs for surveys, site evaluations and comparative studies of prospective site and solutions; and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations 13.2.1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1 3.2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 07/2014 C -2 1 3.2 3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems, evaluate and report on operations, assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project 1.3.3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner. specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits 1 3.3.1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs 1 3.3 2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the 07/2014 C -3 number of calendar days specified within any notice issued by the CITY The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project 1.3.3.3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1 3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 13.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1 3.3.7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required The CONSULTANT shall confirm that all necessary regulatory approval's have taken place 1 3.3.8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required. 1 3 3.9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work 1 3.3.10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project If the 07/2014 C-4 CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred by the CITY from a third party or for any Toss of funding which may result in delay of the project 13.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects 1.3.41 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual 1 3.4.2 1.3 4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders 1 3.4.4 The CONSULTANT shall attend all pre - proposal /per -bid conferences. 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents 1 3.4 6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders 1 3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 1.3.5 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1 3.5 1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc that may be determined useful and necessary for its purpose. Among those shall be change orders which are identified as 07/2014 C -5 architectural /engineering errors or omissions An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days 1.3.6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract price to the Contractor. 1.3 7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3.12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the CONSULTANT 07/2014 C -6 will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed, the Work is in accordance with the Construction Documents. The CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes 1.3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY 1.3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY 1.311 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY 1.312 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: • Conducting all pre- construction conferences, ❖ Conducting all necessary construction progress meetings, ❖ Observation of the work in progress to the extent authorized by the CITY, ❖ Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY, ❖ Receipt, review coordination and disbursement of shop drawings and other submittals, ❖ Maintenance and preparation of progress reports; • Field observation and venfication of quantities of equipment 07/2014 C -7 and materials installed; ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule; ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis, ❖ Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; ❖ Development and implementation of a system for the preparation, review, and processing of change orders; ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion, ❖ Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits, releases; key manuals, record drawings, and maintenance stocks, and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT 1.4 ADDITIONAL SERVICES 141 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services 07/2014 C -8 ❖ Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY ❖ Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control •• Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work ❖ Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY ❖ Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e.g. defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding. ❖ Additional services in connection with a project not otherwise provided in this Agreement ❖ Services in connection with a project not otherwise provided for in this Agreement ❖ Services in connection with a field order or change order requested by the CITY ❖ Providing artwork, models, or renderings as requested by the CITY 142 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the 07/2014 C -9 CITY's authorization, it will furnish the following additional services. ❖ Services in connection with work changes necessitated by unforeseen conditions encountered during construction. ❖ Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT ❖ Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such. ❖ Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion ❖ Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract • Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services. Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT 1 5 1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project 152 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and 07/2014 C -10 constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project. 1 5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following 1.5.4.1 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment; 1.5.4.2 Appropriate professional interpretations of all of the foregoing, 1.5.4.3 Environmental assessment and impact statements; 1.5 4 4 Property, boundary, easement, right -of -way, topographic and utility surveys, 1.5 4.5 Property descriptions; 1.5.4.6 Zoning, deed and other land use restrictions; 1.5.4.7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT, and 1.5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 0712014 C -11 1.6.2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1 6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default 1 6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1 6.3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement 1.7 DEFINITION OF DEFAULT 1 7 1 An event of default shall mean a breach of this Agreement by the CONSULTANT Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following: 0712014 C -12 ❖ CONSULTANT has not performed services on a timely basis; ❖ CONSULTANT has refused or failed to supply enough properly skilled personnel, ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement; ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement, ❖ CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date 1 7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates. This amount shall also include procurement and administrative costs incurred by the CITY. ❖ Consequential damages and incidental damages 1.7 3 The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2 1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2 2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms, and conditions In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed. At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY 07/2014 C -13 ARTICLE 3 - TIME OF PERFORMANCE Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY. ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows: a. Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "B" and Category "C" attached hereto. b 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. c. Compensation for sub - consultants will be negotiated based on each task order. Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "B" and Category "C" attached hereto Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved. e In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date f Computation of Time Charges /Not -to- Exceed Method of Payment. When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "B" and Category "C" attached hereto, plus sub - consultant services and other related costs supporting the proposed work The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount g Final payment of any balance due the CONSULTANT of the total AGREEMENT price earned will be made promptly upon its ascertainment 07/2014 C -14 and verification by the CITY after the completion of the Work under this Agreement and its acceptance by the CITY h. Final Invoice: In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's final /last billing to the CITY The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is Tess, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT. ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors. Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding ARTICLE 7 - WARRANTIES AND REPRESENTATIONS 07/2014 C -15 CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT. CONSULTANT's services shall meet a standard of care for professional engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT. CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 07/2014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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. ARTICLE 9 - INDEMNIFICATION 9 01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT 9.02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value) TBD Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article 9.03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder ARTICLE 10 - INSURANCE 101 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida 10.1.1 Worker's Compensation Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company 10.1 2 Comprehensive General Liability: The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000 000 per occurrence /aggregate for property damage The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY 10.1.3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance. The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1 4 Professional Liability (Errors and Omissions) Insurance: The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence 10.2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above 10.3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect 10 4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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 11 2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records) CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13 1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service 13 2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants. The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 07/2014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply: If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT. ARTICLE 15 - 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. ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY. ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18 1 Termination for Convenience This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination 18 2 Termination for Default In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County Further, this AGREEMENT shall be construed under Florida Law ARTICLE 20 — UNCONTROLLABLE FORCES 20 1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non - performing 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 ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to City of Boynton Beach Copy to: Attn. Utilities Director City of Boynton Beach 124 E Woolbright Road Attn Procurement Services Division Boynton Beach, FL 33435 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address Mathews Consulting, Inc. _ David Mathews, P.E. 477 South Rosemary Avenue Suite 330 West Palm Beach, FL 33401 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT ARTICLE 23 - SOVEREIGN IMMUNITY 23.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof. To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings. CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768 28, Florida Statutes, as amended. 1 Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2. The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 - PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24.2 The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATED this ,S' day of 6'&-s T 20r'. CITY OF BOYNTON BEACH IA ■ - .. yor / CO U P ANT Attest/Authenticated: Title / G lT Y 9 ,df�� (Corporate Seal) Ci ' Clerk In z o 0 Approves as to • • rm: IA ttest/Authenticated: City Attor Secretary 07/2014 C -24 SCHEDULE OF PROFESSIONAL FEES - MATHEWS CONSULTING The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "B" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $168.00 2. Client Service Manager $162.00 3. Senior Project Manager $147.00 4. Project Manager $125.00 5. Project Engineer $112.00 6. Landscape Architect -- 7. Senior Architect -- 8. Architect -- 9. Senior Structural Engineer -- 10. Structural Engineer -- 11. Senior Mechanical Engineer -- 12. Mechanical Engineer -- 13. Electrical Engineer -- 14. Senior Electrical Engineer -- 15. Electrical Technician -- 16. Construction Inspection Technician 17. Senior Construction Inspector $100.00 18. Construction Inspector $85.00 19. Construction Manager $110.00 20. Contract Administrator -- 21. Associate CADD Technician •- 22. CADD Technician $92.00 23. Senior CADD Technician $105.00 24. Graphic Designer 25. Senior Graphic Designer 26. Estimator 27. Senior Estimator -- 28. Chief Estimator .. 29. Surveying Technician -. 30. Surveyor .. 31. Senior Surveyor -. 32. Lead Surveyor __ 33. Chief Surveyor .. 34. Administrative Support $70.00 35. Direct Cost — Mark-up % Sub-Consultants % 10 `,% SCHEDULE OF PROFESSIONAL FEES - MATHEWS CONSULTING The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants In those cases, the mark -up line item will apply. SCOPE CATEGORY "C" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $168.00 2. Client Service Manager $162.00 3. Project Manager $147.00 3. Senior Project Manager $125.00 4. Project Engineer $112.00 5. Senior Structural Engineer -- 6. Structural Engineer -- 7. Senior Mechanical Engineer -- 8. Mechanical Engineer -- 9. Electrical Engineer -- 10. Senior Electrical Engineer -- 11. Electrical Technician -- 12. Scientist -- 13. Graphic Designer -- 14. Senior Graphic Designer -- 15. Surveyor -- 16. Lead Surveyor $100.00 17. Chief Surveyor $85.00 18. Engineering /Survey Technician $110.00 19. Senior EngineerlHydrogeologist 20. EngineerlHydrogeologist (Tech Specialist) -- 21. Contract Administrator $92.00 22. GIS Specialist $105.00 23. Senior Inspector •- 24. GPS Equipment/Crew -- 25. Senior Administrative Support -- 26. Administrative Support -- 27. Paraprofessional -- 28. Aerial Photogrammetry -- 29. Computer Systems Analyst -- 30. Rate Study Specialist -- 31. Financial Services -- 32. Instrumentation and Control Services -- 33. Data Acquisition and Control Services $70.00 Direct Cost — Mark -up % Sub - Consultants % 10 GENERAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the CITY ", and Kimley -Horn Associates, Inc., hereinafter referred to as "the CONSULTANT ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. WHEREAS, pursuant to Section 287.055, Florida Statutes, the Consultants' Competitive Negotiations Act, the City's Procurement Code, the City of Boynton Beach solicited proposals for a non - exclusive AGREEMENT to perform professional services with an engineering firm for required services, and WHEREAS, THE CITY issued a Request for Qualifications for General Consulting Services for the City of Boynton Beach, RFQ No. 017 - 2821 -14 /DJL, and WHEREAS, RFQ No. 017 - 2821 -14 /DJL outlined design services, permitting, bidding services, construction administration, and all miscellaneous services for the areas of Water Plant Modifications and Capacity Evaluation/Wellfield Development and Hydrogeological Services, Infrastructure Improvements, Ancillary Studies and Services and Architectural and Landscape Design tied to the development, and operational maintenance of the City of Boynton Beach, and WHEREAS, the CITY determined that CONSULTANT was qualified for appointment to perform the scope of services set forth in the Request for Qualifications; and WHEREAS, the CITY Manager through the administrative staff has successfully negotiated an Agreement with CONSULTANT defining terms and conditions, and cost for the performance of consulting and engineering services with the scope for the Request for Qualifications; and WHEREAS, the City Commission on July 1, 2014, accepted the CITY Administration's recommendation and designated CONSULTANT as one of the qualified consulting firms to provide General Consulting services to the CITY; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows - ARTICLE 1 - SERVICES 1.1 CONSULTANT agrees to perform General Consulting Services for Scope Category D — Architectural and Landscape Design Services, by way of individual task orders, at the request of the CITY during the term of this Agreement, including the provision of all labor, materials, equipment and supplies as specified in the Schedule of Professional Fess in Category "D" attached hereto. 1.2 The CITY may have multiple CITY representatives or project managers during the performance of this AGREEMENT based on the specific task orders /written work authorizations from each of the Scope Categories 07/2014 C -1 1.3 SERVICE AND RESPONSIBILITIES 1.3.1 GENERAL: The CONSULTANT upon issuance of a task order /written work authorization from the initiation of a work order shall perform the services in accordance with standard industry practice. The CONSULTANT shall guard against defects in its work of its Consultants' or Sub - consultants' work. 1 3.2 PRELIMINARY SERVICES: The CONSULTANT shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter The CONSULTANT shall attend meetings with the CITY Commission and CITY staff as may be required. Provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. During this phase, the CONSULTANT shall advise the CITY, based on CONSULTANT's professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; CONSULTANT to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY's needs for surveys, site evaluations and comparative studies of prospective site and solutions, and prepare and furnish not more than six (6) copies of a report setting forth the CONSULTANT's findings and recommendations 1.3 2.1 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property, and field surveys for design purposes and engineering surveys and staking to enable Contractor to proceed with their work, and providing other special field surveys. 1.3 2.2 Preliminary design services to be performed by the CONSULTANT shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY 1 3.2.3 CONSULTANT shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed 0712014 C -2 project, and /or Upon authorization of the CITY, the CONSULTANT will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations, assist the CITY in matters relating to regulatory agency operations review or operating permit non - compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project 1 3.3 BASIC SERVICES: The CONSULTANT shall consult and advise the CITY in the following manner. specifying the extent and scope of the work to be performed, prepare detailed construction drawings and specifications, revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY, the exact number needed shall be determined by the CITY Final design services shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits and landfill permits 1 3 3 1 The CONSULTANT based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The CONSULTANT shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs 1.3.3 2 The CONSULTANT based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY The Construction Documents shall consist of drawings and specifications setting forth in 07/2014 C -3 detail the requirements for the construction of the project. 1.3.3 3 The CONSULTANT shall assist the CITY in the preparation of the necessary proposal information and forms. 1.3.3.4 The CONSULTANT shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions 1 3.3.5 The CONSULTANT shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost 1.3.3.6 CONSULTANT shall include in the Construction Documents a requirement that the construction contractor shall provide a final as -built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked up construction drawings to the CONSULTANT so that the CONSULTANT can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required 1.3.3 7 Prior to final approval of the Construction Documents by the CITY, the CONSULTANT shall conduct a thorough review and quality control evaluation of it's entire work product to confirm compliance with requirements of any local, state, or federal agency from which a permit or other approval is required. The CONSULTANT shall confirm that all necessary regulatory approval's have taken place. 1.3 3 8 Prior to the final submittal, the CONSULTANT shall conduct a thorough quality control review and assessment of the work product to confirm that all work is properly coordinated and that the CITY and agency comments have been addressed and incorporated into the Contract Documents The CONSULTANT shall provide to the CITY a Quality Assurance and Quality Control plan in a format that will demonstrate to the CITY that all work has been performed as required . 1.3 3 9 The CONSULTANT shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The CONSULTANT shall comply with all applicable governing laws, rules, regulations, codes, directives and other applicable federal, state and local requirements in preparation of the work. 1 3.3 10 The CONSULTANT shall guarantee the construction documents, technical specifications and drawings are completed to the CITY's satisfaction in the time frame agreed upon at the onset of the project. If the CONSULTANT does not adhere to the agreed upon time schedule, the CONSULTANT agrees to compensate the CITY for any additional costs incurred 07/2014 C-4 by the CITY from a third party or for any Toss of funding which may result in delay of the project. 13.4 The CONSULTANT following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost shall when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals, and assist in awarding and preparing contracts for construction. The cost estimate shall be prepared using industry standard methodology and historical data for local conditions including data from previous CITY projects 1.3.41 The CONSULTANT shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY's Procurement Administrative Policy Manual. 13.4.2 1.3.4.3 The CONSULTANT shall provide the CITY with a list of recommended prospective bidders. 1.3.44 The CONSULTANT shall attend all pre - proposal /per -bid conferences 1.3.4.5 The CONSULTANT shall recommend any addenda, through the CITY's representative as appropriate, to clarify, correct, or change proposal documents 1 3.4 6 If Pre - Qualification of bidders is required as set forth in the Request for Proposals or Invitation to Bid (two -step bid process), CONSULTANT shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.3.4.7 If requested, CONSULTANT shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY 135 The CITY shall make decisions on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the Work after receiving a recommendation from the CONSULTANT. The CONSULTANT shall check and approve samples, schedules, shop drawings and other submissions for conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The CONSULTANT shall also prepare change orders, assemble written guarantees required for the Contractor, and approve progress payments to the Contractor based on each project schedule of values and the percentage of work completed. 1.3 5 1 The CITY shall maintain a record of all change orders which shall be categorized according to the various types, causes, etc. that may be determined useful and necessary for its purpose Among those shall be change orders which are identified as architectural /engineering errors or omissions. An error determined to be caused solely by the CONSULTANT and the costs of which would not otherwise have been a 07/2014 C -5 necessary expense to the CITY for the project shall be considered for purposes of this Agreement to be an additional cost to the CITY which would not be incurred without the error or omission. If the CONSULTANT is not the Construction Manager for the construction, the CITY shall notify the CONSULTANT within three (3) days of the discovery of any architectural /engineering error or omission so that the CONSULTANT can be part of the negotiations resolving the claim between the CITY and the Contractor. CONSULTANT will remedy any deficiency's or defects in its performance at the CONSULTANTS own expense, provided that the CONSULTANT is notified by the CITY in writing, of any such deficiency or defect within a reasonable period after discovery thereof, but in no event later than 90 days 1 3 6 The CONSULTANT shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation After making such examination, when the schedule of values is found to be appropriate, the CONSULTANT shall sign the schedule of values indicated informed belief that the schedule of values constitute a reasonable, balanced basis for payment of the Contract pnce to the Contractor. 1.3.7 The CONSULTANT shall perform on -site construction observation of each project based on the Construction Documents in accordance with paragraph 1.3.12 "Resident Project Services" of this Agreement The CONSULTANT's observation shall determine the progress and quality of the work, and whether the work is proceeding in accordance with the Construction Documents. The CONSULTANT will provide the CITY with a written report of each site visit in order to inform the CITY of the progress of the Work The CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. Based on such observation and the Contractor's Application for Payment, the CONSULTANT shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the CONSULTANT will also represent to the CITY that to the best of its information and belief, based on what its observation have revealed; the Work is in accordance with the Construction Documents The 07/2014 C - CONSULTANT shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment 1.3.8 The CONSULTANT shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY's version of AutoCad formats for archival purposes. 1 3.9 The CONSULTANT shall attend regularly scheduled progress meetings on site bi- monthly or as otherwise determined based on a specific need established prior to construction by the CITY 1.3.10 The CONSULTANT shall prepare change orders for the CITY's approval. CONSULTANT shall not authorize any changes in the work or time, no matter how minor without prior written approval by the CITY. 1.3.11 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by CONSULTANT, written notification to Contractor by CONSULTANT that all releases of liens are satisfied and written recommendation by CONSULTANT for final payment to the Contractor which shall be at the sole discretion of the CITY 1 3.12 RESIDENT PROJECT SERVICES. During the Construction progress of any work, the CONSULTANT will if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ( "Resident Project Representative ") of the CONSULTANT Resident Project Representatives shall provide extensive observation services at the project site during construction The Resident Project representative will endeavor to provide protection to the CITY against defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but is not limited to the following: ❖ Conducting all pre- construction conferences, ❖ Conducting all necessary construction progress meetings; ❖ Observation of the work in progress to the extent authorized by the CITY; • Accompany visiting inspectors representing public and regulatory agencies having jurisdiction over the projects and record in writing the outcome of these inspections and report same to the CITY, ❖ Receipt, review coordination and disbursement of shop drawings and other submittals, ❖ Maintenance and preparation of progress reports, ❖ Field observation and verification of quantities of equipment and materials installed, ❖ Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements, 07/2014 C -7 ❖ Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project related documents, and at the completion of each project, deliver all such records to the CITY; ❖ Preparation, update and distribution of a project budget with each project schedule; ❖ Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; ❖ Scheduling and conducting monthly progress meetings at which CITY, CONSULTANT, general contractor, trade contractor, utilities representatives, suppliers can jointly discuss such matters as procedures, progress, problems and scheduling. ❖ Provide copies of the Resident Project Representative's daily inspection reports and digital photographs to be forwarded to the CITY via email on a weekly basis; • Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and /or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract, • Development and implementation of a system for the preparation, review, and processing of change orders; ❖ Maintenance of a daily log of each project; ❖ Recording the progress of each project, and submission of written monthly progress reports to the CITY including information on the Contractors' work and the percentage of completion; • Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; ❖ Securing and transmitting to the CITY, required guarantees; affidavits, releases, key manuals, record drawings; and maintenance stocks, and The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the CONSULTANT or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided however that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the CONSULTANT 1.4 ADDITIONAL SERVICES 14.1 When authorized pursuant to task order /written work authorization, the CONSULTANT shall furnish the following additional services • Preparation of applications and supporting documents for private or governmental grants, loans or advances in connection with any particular project. 07/2014 C -8 ❖ Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by or to the CITY • Services resulting from significant changes in the general scope, extent or character of any particular project or its design including but not limited to, changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the CONSULTANT's control. • Providing renderings or models for the CITY's use ❖ Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out -of- sequence work. • Investigations and studies involving but not limited to, detailed considerations of operations, maintenance and overhead expenses, providing value engineering dunng the course of design, the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing, detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY • Assistance in connection with Proposal /proposal protests, re- bidding or re- negotiating contracts for construction, materials, equipment or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the CONSULTANT (e g defective plans and /or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services ❖ Preparing to serve or serving as a CONSULTANT or witness for the CITY in any litigation, arbitration or other legal or administrative proceeding •3 Additional services in connection with a project not otherwise provided in this Agreement. • Services in connection with a project not otherwise provided for in this Agreement • Services in connection with a field order or change order requested by the CITY. • Providing artwork, models, or renderings as requested by the CITY 142 When required by the Construction Contract documents in circumstances beyond the CONSULTANT's control, and upon the CITY's authorization, it will furnish the following additional services 0712014 C -9 • Services in connection with work changes necessitated by unforeseen conditions encountered during construction. • Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the CONSULTANT • Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3) acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor, provided however, if a fire occurs as a direct result of errors or omissions in the design by the CONSULTANT or if the CONSULTANT negligently fails to notify the Contractor of the status of their workmanship pursuant to CONSULTANT's duties as described in the Contract Documents, the CONSULTANT's additional construction services related to the remedy shall be deemed part of Basic Services and compensated as such • Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion • Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and /or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the CONSULTANT in which case such services shall be deemed Basic Services Except when caused by a design error by the CONSULTANT, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.5 CITY'S RESPONSIBILITIES The CITY shall do the following in a timely manner so as not to delay the services of the CONSULTANT 1 5.1 Designate in writing a person or persons to act as the CITY's Representative with respect to the services to be rendered under this Agreement Such person(s) shall have complete authority to transmit instructions and receive information with respect to the CONSULTANT's services for a particular project. 15.2 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations 07/2014 C -10 1.5.3 Assist the CONSULTANT by providing at the CONSULTANT's request all available information pertinent to the Project including previous reports and any other data relative to design or construction of the project. 1 5.4 Furnish to the CONSULTANT, if required for the performance of CONSULTANT's services (except where otherwise furnished by the CONSULTANT as Additional Services), the following 1 5.41 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspection of samples, materials and equipment, 1 5.4.2 Appropriate professional interpretations of all of the foregoing; 1 5.4.3 Environmental assessment and impact statements, 1 5.4.4 Property, boundary, easement, right -of -way, topographic and utility surveys; 1 5.4 5 Property descriptions, 1 5.4.6 Zoning, deed and other land use restrictions; 1.5.4 7 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the CONSULTANT; and 1 5.4.8 Arrange for access to make all provisions for the CONSULTANT to enter upon the CITY's property as required for the CONSULTANT to perform services under this Agreement. 1.6 SEQUENCE OF EVENTS 1.6.1 Following receipt of any task order /written work authorization, the CONSULTANT shall submit to the CITY, at least five (5) days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations Task Orders/Work authorizations will be issued to the CONSULTANT in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non - performance by CONSULTANT pursuant to this Agreement. Proposals received by CONSULTANT as a result of task order /work authorization that exceeds $25,000 in cost will require approval from CITY Commission before execution of services in accordance with the City's Procurement Administrative Policy 1 6 2 When the CITY issues work authorizations to the CONSULTANT, each authorization shall contain a stated completion schedule. Failure of the CONSULTANT to meet the stated schedule shall 07/2014 C -11 constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. It is anticipated and intended that the CONSULTANT will be authorized to begin new work authorizations on a "rolling" basis, as some already assigned work authorizations near timely completion. If a subsequent work authorization is issued to the CONSULTANT before it has completed the current work authorization, the completion date for each work authorization will remain independent of each other so that the CONSULTANT will prioritize the uncompleted work authorization from the first work authorization and finish as soon as practical. Failure to complete the "older" work authorizations in a timely manner, may adversely impact upon continued early authorization to start a subsequent work. 1.6.3 When the CONSULTANT has exceeded the stated completion date including any extension for extenuating circumstances which may have been granted, a written notice of Default will be issued within seven (7) days of the date that the default became active with a requirement of seven (7) days to cure said default, to the CONSULTANT and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.6.4 Should the CONSULTANT exceed the assigned completion time, the CITY reserves the right not to issue to the CONSULTANT any further work authorizations until such time as it is no longer in default, and the CONSULTANT has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent work authorizations. This restricted issuance provision may result in the CONSULTANT not being issued all of the planned work the CITY anticipated in this Agreement. The CONSULTANT shall have no right to the balance of any work, or to any compensation associated with these non - issued work authorizations due to the CONSULTANT being rendered in default 1 6.5 Should the CONSULTANT remain in default for a period of fifteen (15) consecutive calendar days beyond the time frame provided in Paragraph 1 6 3, the CITY may at its sole option retain another CONSULTANT to perform any work arising out of this Agreement and /or terminate this Agreement 1.7 DEFINITION OF DEFAULT 1 7 1 An event of default shall mean a breach of this Agreement by the CONSULTANT. Without limiting the generality of the foregoing and in addition to those instances referred to as a breach, an event of default shall include the following ❖ CONSULTANT has not performed services on a timely basis; •• CONSULTANT has refused or failed to supply enough properly skilled personnel, 07/2014 C -12 ❖ CONSULTANT has failed to make prompt payments to Subconsultants or suppliers for any services after receiving payment from the CITY for such services or supplies, ❖ CONSULTANT has failed to obtain the approval of the CITY where required by this Agreement, ❖ CONSULTANT has failed in any representations made in this Agreement; or ❖ CONSULTANT has refused or failed to provide the services as defined in this Agreement; •:• CONSULTANT has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) days of such date. 1 7.2 In the event of Default, the CONSULTANT shall be liable for all damages resulting from the Default including. ❖ The difference between the amount that has been paid to the CONSULTANT and the amount required to complete the CONSULTANT's work, provided the fees by the firm replacing the CONSULTANT are reasonable and the hourly rates do not exceed the CONSULTANT's rates This amount shall also include procurement and administrative costs incurred by the CITY ❖ Consequential damages and incidental damages 1 7 3. The CITY may take advantage of each and every remedy specifically existing at law or in equity Each and every remedy shall be in addition to every other remedy given or otherwise existing, and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. ARTICLE 2 - TERM 2 1 The initial AGREEMENT period shall be for an initial three (3) years, commencing at the execution of the AGREEMENT. 2 2 City may elect to extend the CAGREEMENT term for two (2) additional one (1) year periods, under the same terms and conditions In the event that services are scheduled to end either by expiration or by termination by the CITY (at the CITY's discretion), the CONSULTANT shall continue the services, if requested by the CITY, or until task or tasks is /are completed At no time shall this transitional period extend more than one - hundred and eighty (180) calendar days beyond the expiration date of the existing AGREEMENT. The CONSULTANT will be reimbursed for this service at the rate in effect when this transitional period clause was invoked by the CITY. ARTICLE 3 - TIME OF PERFORMANCE 07/2014 C -13 Work under this AGREEMENT shall commence upon the giving of written notice by the CITY to the CONSULTANT by way of an executed task order and resultant work authorization. CONSULTANT shall perform all services and provide all work product required pursuant to this AGREEMENT and the specific task order by the agreed schedule unless an extension of time is granted in writing by the CITY ARTICLE 4 - PAYMENT The CONSULTANT shall be paid by the CITY for completed work and for services rendered under this agreement as set forth in each specific task order as follows' a Payment for the work provided by CONSULTANT shall be made in accordance with the Schedule of Professional Fees as provided in Category "D" attached hereto. b 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. c Compensation for sub - consultants will be negotiated based on each task order Compensation will be through a direct mark -up in accordance with the Schedule of Professional Fees as provided in Category "D" attached hereto. Sub - consulting services shall be approved by the CITY's representative prior to performance of the sub - consulting work. Consulting time for processing and management of the sub - consultant shall not be included in direct costs as the direct mark -up is applied for management efforts. d. The CONSULTANT may submit vouchers to the CITY once per month during the progress of the Work for partial payment for project completed to date. Such vouchers will be verified by the CITY, and upon approval thereof, payment will be made to the CONSULTANT in the amount approved e In certain cases where incremental billing for partially completed Work is permitted by the City's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f Computation of Time Charges /Not -to- Exceed Method of Payment When a service is to be compensated based on time charge /not -to- exceed method, the CONSULTANT shall submit a not -to- exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates which shall not exceed the established hourly rates as per the Schedule of Professional Fees as provided in Category "D" attached hereto, plus sub - consultant services and other related costs supporting the proposed work. The CITY shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the total not -to- exceed cost amount g Final payment of any balance due the CONSULTANT of the total AGREEMENT 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 h. Final Invoice. In order for both parties herein to close their books and records, the CONSULTANT will clearly state "final invoice" on the CONSULTANT's 07/2014 C -14 final /last billing to the CITY The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, and any other further charges if not properly included on this invoice are considered waived by the CONSULTANT. i. The cost of all services as stated herein shall remain fixed and firm for the initial three (3) year period of the AGREEMENT. Costs for subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry However, unless very unusual and significant changes have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumers Price Index (CPI -U) (National) as published by the Bureau of Labor Statistics, U.S. Department Labor. The yearly increase, or decrease in the CPI shall be the latest index published and available ninety (90) days prior to the end of the AGREEMENT year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) days prior to the AGREEMENT anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of the AGREEMENT. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the CONSULTANT, a reasonable reduction in costs that reflect such changes in the industry The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the AGREEMENT may be cancelled by the CITY upon giving thirty (30) calendar days written notice to the CONSULTANT ARTICLE 5 - OWNERSHIP AND USE OF DOCUMENTS All documents, drawings, specifications and other materials produced by the CONSULTANT in connection with the services rendered under this AGREEMENT shall be the property of the CITY whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with CONSULTANT's endeavors Any use of the documents for purposes other than as originally intended by this AGREEMENT, without the written consent of CONSULTANT, shall be at the CITY's sole risk ARTICLE 6 - FUNDING This AGREEMENT shall remain in full force and effect only as long as the expenditures provided in the AGREEMENT have been appropriated by the City Commission of Boynton Beach in the annual budget for each fiscal year of this AGREEMENT, and is subject to termination based on lack of funding. ARTICLE 7 - WARRANTIES AND REPRESENTATIONS CONSULTANT represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this AGREEMENT and that it will retain and assign qualified professionals to all assigned projects during the term of this AGREEMENT CONSULTANT's services shall meet a standard of care for professional 07/2014 C -15 engineering, architectural, landscaping and related services equal to or exceeding the standard of care for professional's practicing under similar conditions. In submitting its response to the RFQ, CONSULTANT has represented to CITY that certain individuals employed by CONSULTANT shall provide services to CITY pursuant to this AGREEMENT CITY has relied upon such representations. Therefore, CONSULTANT shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY 0712014 C -16 ARTICLE 8 - COMPLIANCE WITH LAWS CONSULTANT shall, in performing the services contemplated by this service 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 ARTICLE 9 - INDEMNIFICATION 9 01 To the greatest extent permitted pursuant to Section 725.08 (1), Florida Statutes, Consultant (when providing design professional services to the CITY) shall indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the AGREEMENT. 9 02 To the greatest extent permitted pursuant to Section 725.06, Florida Statutes, the CONSULTANTS indemnification obligation, (when providing contractor services to the CITY) shall not exceed $_(insert AGREEMENT value) TBD Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article 9 03 Neither party to this AGREEMENT shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect or consequential damages of any kind, including but not limited to lost profits or use that my result from this AGREEMENT or out of the services or goods furnished hereunder ARTICLE 10 - INSURANCE 101 During the performance of the services under this AGREEMENT, CONSULTANT shall maintain the following insurance policies, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 10.1.1 Worker's Compensation Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws This coverage must extend to any sub - Consultant that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the CITY of Boynton Beach, executed by the insurance company 10.1 2 Comprehensive General Liability. The CONSULTANT shall procure and maintain for the life of this AGREEMENT, Comprehensive General Liability Insurance This coverage shall be on an "Occurrence" basis Coverage shall include Premises 07/2014 C -17 and Operations; Independent Contractors, Products Completed Operations and Contractual Liability with specific reference of Article 9, "Indemnification" of this AGREEMENT. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. CONTRACTOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/ and $1,000.000 per occurrence /aggregate for property damage The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to the CITY. 10 1 3 Business Automobile Liability: The CONSULTANT shall procure and maintain, for the life of this AGREEMENT, Business Automobile Liability Insurance The CONSULTANT shall maintain a minimum amount of $1,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non - owned automobile, included rented automobiles, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by the CONSULTANT. 10.1 4 Professional Liability (Errors and Omissions) Insurance The CONSULTANT shall procure and maintain for the life of this AGREEMENT in the minimum amount of $1,000,000 per occurrence. 10 2 It shall be the responsibility of the CONSULTANT to ensure that all sub - Consultants comply with the same insurance requirements referenced above. 10 3 In the judgment of the CITY, prevailing conditions warrant the provision by the CONSULTANT of additional liability insurance coverage or coverage which is different in kind, the CITY reserves the right to require the provision by CONSULTANT of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the CONSULTANT fail or refuse to satisfy the requirement of changed coverage within the thirty (30) days following the CITY's written notice, the CITY, at its sole option, may terminate the AGREEMENT upon written notice to the CONSULTANT, said termination taking effect on the date that the required change in policy coverage would otherwise take effect. 10 4 CONSULTANT shall, for a period of two (2) years following the termination of the Agreement, maintain a "tail coverage" in an amount equal to that described above for Comprehensive Liability Insurance on a claims -made policy only. ARTICLE 11 - INDEPENDENT CONTRACTOR 07/2014 C -18 11.1 The CONSULTANT and the CITY agree that the CONSULTANT is an independent consultant 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 between 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. 11 2 CONSULTANT acknowledges and understands that, as an independent consultant pursuant to this Agreement, CONSULTANT shall comply with Chapter 119, Florida Statutes, as amended (Public Records). CONSULTANT's obligation includes, but is not limited to CONSULTANT's obligation to preserve public records and make public records available to third parties in addition to the CITY ARTICLE 12 - COVENANT AGAINST CONTINGENT FEES The CONSULTANT warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that he has not paid or agreed to pay any company or person, 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 AGREEMENT For breach or violation of this warranty, the CITY shall have the right to annul this AGREEMENT without liability or, in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ARTICLE 13 — TRUTH -IN- NEGOTIATION CERTIFICATE 13 1 Execution of this AGREEMENT by the CONSULTANT shall act as the execution of a truth -in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT is accurate, complete, and current as of the date of the AGREEMENT and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. 13 2 The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non - current wage rates or due to inaccurate representations of fees paid to outside consultants The City shall exercise its rights under this "Certificate" within one (1) year following payment. ARTICLE 14 - SUBCONTRACTING The CITY reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant and to inspect all facilities of any subconsultants in order to make a determination as to the capability of the subconsultant to perform properly under this AGREEMENT The CONSULTANT is encouraged to seek local 0712014 C -19 vendors for participation in subcontracting opportunities. If the CONSULTANT uses any sub consultants on this project the following provisions of this Article shall apply If a subconsultant fails to perform or make progress, as required by this AGREEMENT, and it is necessary to replace the subconsultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by the CITY. The substitution of a subcontractor shall not be adequate cause to excuse a delay in the performance any portion of this AGREEMENT as set forth in the Scope of Work The Consultant, its subconsultants, agents, servants, or employees agree to be bound by the Terms and Conditions of this AGREEMENT and it's agreement with the subconsultant for work to be performed for the City the Consultant must incorporate the terms of this AGREEMENT. ARTICLE 15 - 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. ARTICLE 16 - ASSIGNMENT The CONSULTANT shall not sublet or assign any of the services covered by this AGREEMENT without the express written consent of the CITY ARTICLE 17 - NON - WAIVER A waiver by either CITY or CONSULTANT of any breach of this AGREEMENT shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. ARTICLE 18 — TERMINATION 18 1 Termination for Convenience This AGREEMENT may be terminated by the CITY for convenience, upon ten (10) days of written notice by the terminating party to the other party for such termination in which event the CONSULTANT shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONSULTANT abandons the AGREEMENT or causes it to be terminated, CONSULTANT shall indemnify the CITY against loss pertaining to this termination 18 2 Termination for Default In addition to all other remedies available to the CITY, this AGREEMENT shall be subject to cancellation by the CITY for cause, should the CONSULTANT neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure continue for a period of thirty (30) days after receipt by CONSULTANT of written notice of such neglect or failure 07/2014 C -20 ARTICLE 19 - DISPUTES Any dispute arising out of the terms or conditions of this AGREEMENT shall be adjudicated within the state courts of Florida, Palm Beach County. Further, this AGREEMENT shall be construed under Florida Law ARTICLE 20 — UNCONTROLLABLE FORCES 20.1 Neither the CITY nor CONSULTANT shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable due diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non- performing party It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, the acts or inactions of the other party and governmental actions. 20 2 Neither party shall, however, be excused from performance if non- performance is due to forces which are preventable, removable, or remediable, and which the non - performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch The non - performing 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. ARTICLE 21 - NOTICES All notices required in this AGREEMENT shall be sent to the CITY and shall be mailed to City of Boynton Beach Copy to: Attn: Utilities Director City of Boynton Beach 124 E. Woolbright Road Attn Procurement Services Division Boynton Beach, FL 33435 100 E Boynton Beach Boulevard Boynton Beach, FL 33435 And if Notices to CONSULTANT, shall be sent to the following address: Kimley -Horn and Associates, Inc. Jonathan Haigh, PE 4431 Embarcadero Drive West Palm Beach, FL 33407 ARTICLE 22 - INTEGRATED AGREEMENT This AGREEMENT, together with the RFQ /RFP and any addenda and /or attachments, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or 07/2014 C -21 agreements written or oral. This AGREEMENT may be amended only by written instrument signed by both CITY and CONSULTANT ARTICLE 23 - SOVEREIGN IMMUNITY 23.1 CITY is a political subdivision of the State of Florida and enjoys sovereign immunity. Nothing in the Agreement is intended, nor shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida Statute, as may be emended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to any successor statute thereof To the contrary, all terms and provision contained in the AGREEMENT, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure CITY of the limitation from liability provided to the State's subdivisions by state law. 23 2 In connection with any litigation or other proceeding arising out of the AGREEMENT, the prevailing party shall be entitled to recover its own costs and attorney fees through and including any appeals and any post - judgment proceedings CITY's liability for costs and attorney's fees, however, shall not alter or waive CITY's entitlement to sovereign immunity, or extend CITY's liability beyond the limits established in Section 768 28, Florida Statutes, as amended. 1. Claims, disputes or other matters in question between the parties to this AGREEMENT arising out of or relating to this AGREEMENT shall be in a court of law The CITY does not consent to mediation or arbitration for any matter connected to this AGREEMENT 2 The parties agree that any action arising out of this AGREEMENT shall take place in Palm Beach County, Florida. ARTICLE 24 — PUBLIC RECORDS 24.1 The City is public agency subject to Chapter 119, Florida Statutes. The CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall: 24.1.1 Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 24.1.2 Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 24.1.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 07/2014 C -22 24.1.4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the AGREEMENT and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. 24/ The failure of CONSULTANT to comply with the provisions set forth in this AGREEMENT shall constitute a Default and Breach of this Agreement, for which, the City may terminate the Agreement. THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY 07/2014 C -23 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT in multiple copies, each of which shall be considered an original on the following dates: DATE this day of C{G T , 20 /i. CITY OF BOYNTON BEACH 1Z-; rA.a� ' ` - � A`' `'``'�`�'' ,\. ` c -7-711-1-> C v - - ----- - ayor CONSULTANT ::: Authenticated -"' ' At, g " i -- ---............1 _.../ ----Ir i - 4 - 1)42tail Y ...nap ______ 7 tira e,11 OA. ( eal) ' ity Clerk / o Approved to o, ��� �� Attest/Authenticat= • tt/ ON 1 1111, ... City Attor /a5515av 11F r 0712014 C -24 Y SCHEDULE OF PROFESSIONAL FEES — KIMLEY -HORN The Price Proposal shall establish hourly rates for each classification listed. This list is not comprehensive of all classifications required therefore additions and deletions may be necessary. There may be overlapping of the classifications listed for sub - consultants. In those cases, the mark -up line item will apply. SCOPE CATEGORY "D" ITEM CLASSIFICATIONS HOURLY RATE N0. 1. Project Director (Principal) $270 2. Client Service Manager $270 3. Senior Project Manager $185 4. Project Manager $150 5. Project Engineer $150 6. Landscape Architect $150 7. Senior Architect $175 8. Architect $150 9. Senior Structural Engineer $190 10. Structural Engineer $150 11. Senior Mechanical Engineer $125 12. Mechanical Engineer $125 13. Electrical Engineer $125 14. Senior Electrical Engineer $175 15. Electrical Technician $100 16. Construction Inspection Technician $110 17. Senior Construction Inspector $150 18. Construction Inspector $130 19. Construction Manager $150 20. Contract Administrator $85 21. Associate CADD Technician $110 22. CADD Technician $125 23. Senior CADD Technician $145 24. Graphic Designer $110 25. Senior Graphic Designer $150 26. Estimator $110 27. Senior Estimator $160 28. Chief Estimator $175 29. Surveying Technician $80 30. Surveyor $90 31. Senior Surveyor $105 32. Lead Surveyor $125 33. Chief Surveyor $150 34. Administrative Support $70 35. Direct Cost — Mark -up % Sub - Consultants %_15 36. Senior Engineer $235 37. Senior Landscape Architect $185 38. Engineering Analyst $110 39. Landscape Architectural Analyst $110 40. Surveyor Principal $165 41. Survey — GPS Field Crew $150 42. Survey — Conventional Field Crew $125 43. Survey — Robotic Field Crew $135 44. Survey — Laser Scanning Field Crew $200