HomeMy WebLinkAbout301-CPH-Continuing Professional Service Agrmt
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CITY OF SANFORD
CONTINUING PROFESSIONAL SERVICES AGREEMENT FOR
ENGINEERING SERVICES WITH CPH ENGINEERS, INC.
(REQUEST FOR QUALIFICATIONS 05-06-15),
THIS AGREEMENT made and entered into the 13th day of November, 2006 by and
betvveen the:
City of Sanford, Florida
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "City," and:
CPH Engineers, Inc.
Post Office Box 2808
Sanford, Florida 32772-2828
a corporation, authorized to do business in the State of Florida, hereinafter referred to as
the "Consultant".
The City and the Consultant are collectively referred to herein as the "parties".
WITNESSETH:
WHEREAS, the City desires to retain the Consultant for the work identified in the
RFQ and description of services outlined in Exhibit A; and
WHEREAS, the City desires to employ the Consultant for the performance to
support the activities, programs, and projects of the City upon the terms and conditions
hereinafter set forth, and the Consultant is desirous of performing and providing such
services upon said terms and conditions; and
WHEREAS, the Consultant hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the City;
and
WHEREAS, all submissions submitted by the Consultant in the proposals/RFQ
submitted to the City are hereby incorporated to the extent not inconsistent with the terms
and conditions as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
CPH Professional Services Agreement for Engineering Services
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sufficiency ofwhich is hereby acknowledged, it is agreed by and be1v\leen the parties hereto
as follows:
Table Of Contents:
SECTION 1: DEFINITIONS......................... .......... .............. ........... ........ .......... .... ..........3
SECTION 2: CAPTIONS................................................................................................ 4
SECTION 3: EXTENT OF AGREEMENT /INTEGRATION / AMENDMENT. ................4
SECTION 4: NO GENERAL CITY OBLIGATION. ..........................................................5
SECTION 5: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED. ............5
SECTION 6: GENERAL PROVISIONS. . ........... ......... .............. .............. ......... ...............6
SECTION 7: CODES AND DESIGN STANDARDS. ......................................................7
SECTION 8: SUBCONSUL TANTS. ..... ........... .......... ............... .............. .......... ..............7
SECTION 9: ASSIGNABILITY. ............ ............ ...... ........................... ............ ................. 7
SECTION 10: COMMENCEMENT/IMPLEMENTATION SCHEDULE OF AGREEMENT.
..................................................................................................................................... 7
SECTION 11: LENGTH OF AGREEMENT. ...................................................................8
SECTION 12: DESCRIPTION OF SERVICES. ..............................................................8
SECTION 13: CONSULTANT RESPONSIBILITIES. .....................................................9
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES. ..............................................9
SECTION 15: WAIVER. ............................................................................................... 11
SECTION 16: FORCE MAJEURE....... ... .......... ......... ............... .................................... 11
SECTION 17: STANDARDS OF CONDUCT................................................................ 11
SECTION 18: NOTICES. ......................... ........................ .......... ......... ......... ................ 13
SECTION 19: DESIGNATED REPRESENTATiVES....................................................14
SECTION 20: WORK ORDERS......................... ............... .......... .......... ....................... 15
SECTION 21: CHANGE ORDERS............................................................................... 16
SECTION 22: COM PENSATION. ... ..................... .... .......... ......... .............. ................... 16
SECTION 23: INVOICE PROCESS. ............. ....... ................ .......... .............................. 17
SECTION 24: TERMINATION OF AGREEMENT. .......................................................17
SECTION 25: TERMINATION BY CONSULTANT FOR CAUSE. ................................18
SECTION 26: TERMINATION BY THE CITY WITHOUT CAUSE. ............................... 18
SECTION 27: PAYMENT IN THE EVENT OF TERMINATION. ...................................19
SECTION 28: ACTION FOLLOWING TERMINATION. ................................................19
SECTION 29: SUSPENSION. ........................ .......... .............. ........... ................... ........ 19
SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR). .................................19
SECTION 31: SEVERABILITY.. ................ ....... ........... ............ ................................. ....20
SECTION 32: CONTROLLING LAWSNENUE/INTERPRETATION. ...........................20
SECTION 33: I NDEM N ITY............ ............ .................... ........... ............. ............ ...........20
SECTION 34: INSURANCE........................ ....... ................ ........... ........................... ....21
SECTION 35: EQUAL OPPORTUNITY EMPLOyMENT/NON-DiSCRIMINATION...... 23
SECTION 36: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS. .........................23
SECTION 37: COUNTERPARTS... ......... ....... ................. ......... .................... ................24
SECTION 38: SUBM ITTALS. .... .............. ....... .................. ........... ............. ................ ....24
SECTION 39: EXHI BITS. ...... .................... ........ ................................................... ........25
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SECTION 1: DEFINITIONS.
Ad valorem - In proportion to the estimated value of the goods taxed.
Aareement - This document and all subsequent Work Orders between the City and
Consultant. Each Exhibit, as identified below, even if not physically attached, shall be
treated as if they were part of this Agreement. The effective date of this Agreement is the
date City Commission approves a resolution approving the selection of the Consultant.
Billina Period - The period of time between project commencement to the close of the
current period, (inclusive); or from the close of the previous billing period, (exclusive), to
the close of the current period, usually concurrent with the month. In no case shall this
period be less than one calendar month except for the final Billing Period.
Bona Fide - Made or carried out in good faith; sincere.
City - The City of Sanford, a municipal corporation of the State of Florida holding tax
exempt status.
Consultant - To include all principals ofthe Consultant including, but not limited to, full and
part time employees, professional or otherwise, and all other agents employed by or for
Consultant to perform its obligations hereunder.
Description of Services - Shall be written in paragraph form resonably describing those
services the City can expect the Consultantto provide. The description shall be written in
such a manner that the type of service is clearly provided, but broad enough that all
services reasonably expected of the Consultant, including services provided by partners,
Subconsultants, and other supporting professionals, can be provided to the City.
Desianated Representative - A person who administers, reviews, and coordinates the
provision of services. This definition applies equally to the City and to the Consultant.
Exhibit A - Description of Services.
Exhibit B - Project Status Report Form.
Exhibit C - Hourly Rate Schedule.
Exhibit D - Certificate of Liability Insurance.
Force Maieure - Force Majeure shall include, but not be limited to, hostility, revolution, civil
commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation,
regulation, or ordinance or other act of government, or any act of God or any cause
whether ofthe same or different nature, existing orfuture; provided thatthe cause whether
or not enumerated in this Agreement is beyond the control and without the fault or
negligence of the party seeking relief under this Agreement.
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Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type
or nature enacted or adopted by a governmental entity of competent jurisdiction.
Pari Materia - of the same matter; on the same subject. Laws pari materia must be
construed with reference to each otherltogether when related to the same matter or
subject. The provisions of a contract/agreement are to be construed together with no
isolated construction of a particular provision such that it would defeat the overall intent of
this Agreement.
Submittals - Any item required by this agreement that the Consultant must provide the
City either for inclusion as part of this agreement or not.
Tvpe of Service - Engineering services of a professional nature in accordance with the
controlling provisions of law,
Work Order -- A detailed description of quantities, services, and a completion schedule
provided issued by the City on ifs approved form which, on occasion, may contain
documents published ,on Consultant letterhead describing all work associated with the
service to be provided by the Consultant to the City for an agreed price referencing this
Agreement by title and date.
SECTION 2: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and reference
only and in no way define, limit, describe the scope or intent of this Agreement or any part
thereof, or in any way affect this Agreement or construe any provision of this Agreement.
SECTION 3: EXTENT OF AGREEMENT/INTEGRATION/AMENDMENT.
(a). This Agreement, together with the Exhibit constitute the entire integrated Agreement
between the City and the Consultant and supersedes all prior written or oral understandings
in connection therewith. This Agreement, and all the terms and provisions contained
herein, including without limitation the Exhibits attached, constitute the full and complete
agreement between the parties hereto to the date hereof, and supersedes and controls
over any and all prior agreements, understandings, representations, correspondence, and
statements, whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment.
(c). Any alterations, amendments, deletions, or waivers of the prOVIsions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
(d). The Exhibits made part of this Agreement are as follows:
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Exhibit A-
Exhibit B-
Exhibit C-
Exhibit D-
Description of Services
Project Status Report
Professional Hourly Rates and Fees
Certificate of Liability Insurance
SECTION 4: NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the City under this Agreement be or constitute a
general obligation or indebtedness ofthe City, a pledge ofthe ad valorem taxing power of
the City or a general obligation or indebtedness of the City within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely
from legally available revenues and funds.
(b). The Consultant shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
SECTION 5: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED.
(a). Execution of this Agreement by the Consultant is a representation that the
Consultant is familiar with local conditions and with the services to be performed. The
Consultant shall make no claim for additional time or money based upon its failure to
comply with this Agreement. The Consultant has informed the City, and hereby represents
to the City, that it has extensive experience in performing and providing the services and/or
goods described in this Agreement and to be identified in the Work Orders, and that it is
well acquainted with the co m ponents that a re properly and customa rily included within such
projects and the requirements of laws, ordinances, rules, regulations, or orders of any
public authority or licensing entity having jurisdiction over City Projects. Execution of a
Work Order shall be an affirmative and irrefutable representation by the Consultant to the
City that the Consultant is fully familiar with any and all requisite work conditions of the
provisions of the services.
(b). The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(c). It is agreed that nothing herein contained is intended or should be construed as in
any manner creating or establishing a relationship of co-partners betvveen the parties, or as
constituting the Consultant (including, but not limited to, its officers, employees, and
agents) the agent, representative, or employee of the City for any purpose, or in any
manner, whatsoever. The Consultant is to be and shall remain forever an independent
Consultant with respect to all services performed under this Agreement.
(d). Persons employed by the Consultant in the provision and performance of the
services and functions pursuantto this Agreement shall have no claim to pension, workers'
compensation, unemployment compensation, civil service or other employee rights or
privileges granted to the City's officers and employees either by operation of law or by the
City.
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SECTION 6: GENERAL PROVISIONS.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreementfor the Consultant certifies/certify that he/she/they is/are authorized to bind the
Consultant fully to the terms of this Agreement.
(b). This Agreement is for services pertaining to engineering professional services
needed for the City's operations as set forth herein and as otherwise directed by the City to
include all labor and materials that may be required.
(c). The Consultant acknowledges thatthe City may retain other Consultants to provide
the same types of services for City projects. The City reserves the right to select which
Consultant shall provide services for City projects.
(d). The Consultant acknowledges thatthe City has retained other consultants and the
coordination between said consultants and the Consultant may be necessary from time to
time forthe successful completion of each Work Order. The Consultant agrees to provide
such coordination as necessary within the Scope of Services as contained in Section 12;
Description of Services.
(e). The Consultant agrees to provide and ensure coordination between goods / services
providers.
(f). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreementto include, but not be limited to, each Work Order. The parties
covenant and agree that they shall diligently and expeditiously pursue their respective
obligations set forth in this Agreement and each Work Order.
(g). Consultant shall maintain an adequate and competent staff or professionally
qualified persons throughoutthe performance of this Agreementto ensure acceptable and
timely completion of each Work Order.
(h). Requi re ments for signi ng and sealing plans, reports, and documents prepared by the
Consultant shall be governed by the laws and regulations of Seminole County and State
Regulatory agencies.
(i). The Consultant hereby guarantees the City that all material, supplies, services, and
equipment as listed on a Purchase Order meet the requirements, specifications, and
standards as provided for under the Federal Occupations Safety and Hea Ith Act of 1970,
from time to time amended and in force on the date hereof.
U). No claim for services furnished by the Consultant not specifically provided for herein
shall be honored by the City.
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SECTION 7: CODES AND DESIGN STANDARDS.
(a). All the services to be provided or performed by the Consultant shall in the minimum
be in conformance with commonly accepted industry and professional codes and
standards, standards of the City, and the laws of any Federal, State, or local regulatory
agencies.
(b). The Consultant shall be responsible for keeping apprised of any changing laws
applicable to the services to be performed under this Agreement.
SECTION 8: SUBCONSUL TANTS.
(a). Any Consultant proposed subconsultant shall be submitted to the City for written
approval prior to the Consultant entering into a subcontract. Subconsultant information
shall include, but not be limited to, State registrations, business address, occupational
license tax proof of payment, and insurance certifications.
(b). The Consultant shall coordinate the provision of services and work product of any
City approved subconsultant and remain fully responsible for such services and work under
the terms of this Agreement.
(c). Any subcontract shall be in writing and shall incorporate thisAgreement and require
the subconsultants to assume performance of the Consultant duties commensurately with
the Consultanfs duties to the City under this Agreement, it being understood that nothing
herein shall in any way relieve the Consultantfrom any of its duties under this Agreement.
The Consultant shall provide the City with executed copies of all subcontracts.
SECTION 9: ASSIGNABILITY.
The Consultant shall not sublet, assign, or transfer any interest in this Agreement, or claims
for the money due or to become due out of this Agreement to a bank, trust company, or
other financial institution without written City approval. When approved by the City, written
notice of such assignment or transfer shall be furnished promptly to the City.
SECTION 10: COMMENCEMENT I IMPLEMENT A TION SCHEDULE OF AGREEMENT.
(a). The Consultant shall commence the provision of services as described in this
Agreement immediately upon execution ofthis Agreement. The City may seek other firms
to provide the same services.
(b). The Consultant and the City agree to make every effort to adhere to the schedules
established for the various Work Orde rs as described in each Work Order. However, if the
Consultant is delayed at any time in the provision of services by any act or omission of the
City, or of any employee of the City, or by any other Consultant employed by the City, or by
changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation,
unavoidable casualties, or any other causes of Force Majeure not resulting from the
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inactions or actions ofthe Consultant and beyond the Consultant's control which would not
reasonably be expected to occur in connection with or during performance or provision of
the services, or by delay authorized by the City pending a decision, or by any cause which
the City shall decide to justify the delay, the time of completion shall be extended for such
reasonable time as the City may decide in its sole and absolute discretion. It is further
expressly understood and agreed that the Consultant shall not be entitled to any damages
or compensation, or be reimbursed for any losses on account of any delay or delays
resulting from any of the aforesaid causes or any other cause whatsoever.
SECTION 11: LENGTH OF AGREEMENT.
(a). The initial term of this Agreement shall be for a period of one (1) years. After the
initial one (1) year term, this Agreement shall automatically renew annually for additional
years.
(b). The maximum term for this Agreement and all renewals is a cumulative term of five
(5) years.
(c). Should the City wish to not have the contract automatically renewed, the City shall
provide written notice to the Consultant ninety days priorto the automatic renewal subject;
however, to the completion of all pending Work Orders.
(d). Should the Consultant wish to not have the contract automatically renewed, the
Consultant shall provide written notice to the City ninety days priorto the automatic renewal
subject; however, to the completion of all pending Work Orders.
SECTION 12: DESCRIPTION OF SERVICES.
(a). The Consultant agrees to perform professional consulting services to the City.
Services include, but are not limited to, general engineering consulting services. The
Description of Services is to be defined further hereto as Exhibit A. Only services that do
not violate the Consultants Competitive Negotiations Act shall be performed.
(b). The Consultant shall diligently and in a professional and timely manner perform and
provide the services included in each subsequently entered Work Order. Unless modified
in writing by the parties hereto, the duties of the Consultant shall not be construed to
exceed the provision of the services pertaining to this Agreement.
(c). The City and Consultant agree thatthere may be certain additional services required
to be performed by the Consultant during the performance of the Work Orders that can not
be defined sufficiently at the time of execution of this Agreement. Such services shall be
authorized in writing as a Change Order in accordance with Section 21. The Work Orders
may contain addititonal instructions or provide specifications upon certain aspects of this
Agreement pertinent to the work to be undertaken. Such supplemental instructions or
provisions shall not be construed as a modification of this Agreement.
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SECTION 13: CONSULTANT RESPONSIBILITIES.
(a). The Consultant shall be responsible for the professional quality, accepted standards,
technical accuracy and the coordination of all services furnished by the Consultant under
this Agreement as well as the conduct of its staff, personnel, employees, and agents. The
Consultant shall work closely with the City on all aspects of the provision of the services.
With respect to services, the Consultant shall be responsible for the professional quality,
technical accuracy, competence, methodology, accuracy, and the coordination of all of the
following which are listed for illustration purposes and not as a limitation: documents,
analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other
services of whatever type or nature furnished by the Consultant under this Agreement. The
Consultant shall, without additional compensation, correct or revise any errors or
deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any
and all other services of whatever type or nature.
(b). The Consultant shall furnish a Consultant Designated Representative to administer,
review, and coordinate the provision of services under each Work Order.
(c). Neither City review, approval, or acceptance of, nor paymentfor, any ofthe services
required under this Agreement shall be construed to operate as a waiver of any rights or of
any cause of action arising out of the performance of this Agreement. The Co nsulta nt shall
be and shall remain liable to the City in accordance with applicable law for all damages to
the City caused by the Consultant's negligent or improper performance or failure to perform
any of the services furnished under this Agreement.
(d). The rights and remedies of the Consultant, provided for under this Agreement, are in
addition to any other rights and remedies provided by law.
(e). In the event the Consultant fails to comply with the terms and conditions of this
Agreement, the City shall notify the Consultanfs Designated Representative in writing so
that the Consultant may take remedial action.
(f). Time is of the essence in the performance of all services provided by the Consultant
under the terms of this Agreement and each and every Work Order.
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES.
(a). The City shall reasonably cooperate with the Consultant in a timely fashion at no
cost to the Consultant as set forth in this Section.
(b). The City shall furnish a City Designated Representative to administer, review, and
coordinate the provision of services under each Work Order.
(c). The City shall make City personnel available where, in the City's opinion, they are
required and necessary to assist the Consultant. The availability and necessity of said
personnel to assist the Consultant shall be determined solely at the discretion of the City.
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(d). The City shall furnish the Consultant with exisitng data, records, maps, plans,
specifications, reports, fiscal data, and other engineering information that is available in the
City's files that is necessary or useful to the Consultant for the performance of the Work.
All such documents conveyed by the City shall be, and remain the property of, the City and
shall be returned to the City upon completion of the Work to be performed by the
Consultant.
(e). The City shall examine all Consultant reports, sketches, drawing, estimates,
proposals, and other documents presented to the City and indicate the City's approval or
disapproval within a reasonable time so as not to materially delay the provisions of the
services of the Consultant.
(f). The City shall provide access to and make provisions for the Consultant to enter
upon public and private lands as required for the Consultant within a reasonable time to
perform work as necessary to complete the Work Order.
(g). The City shall transmit instructions, relevant information, and provide interpretation
and definition of City policies and decisions with respectto any and all materials and other
matters pertinent to the services covered by this Agreement.
(h). The City shall give written notice to the Consultant whenever the City designated
representative knows of a development that affects the services provided and performed
under this Agreement, timing of the Consultant's provision of services, or a defect or
change necessary in the services of the Consultant.
(i). The rights and remedies of the City provided for under this Agreement are in addition
to any other rights and remedies provided by law; the City may assert its right of recovery
by any appropriate means including, but not limited to, set-off, suit, withholding,
recoupment, or counterclaim, either during or after performance of this Agreement.
0). The City shall be entitled to recover any and all legal costs including, but not limited
to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in
the enforcement of the terms and conditions of this Agreementorthe responsibilities of the
Consultant in carrying out the duties and responsibilities deriving from this Agreement.
(k). The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
(I). Neither the City's review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
Agreement nor or any cause of action arising out of the performance of this Agreement and
the Consultant shall be and always remain liable to the City in accordance with applicable
law for any and all damages to the City caused by the Consultant's negligent or wrongful
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provision or performance of any of the services furnished under this Agreement.
(m). All deliverable analysis, reference data, survey data, plans and reports, or any other
form of written instrument or document that may result from the Consutanfs services or
have been created during the course of the Consultant's performance under this
Agreement shall become the property of the City after final payment is made to the
Consultant.
(n). I n the eventthe City fails to comply with the terms and conditions of this Agreement,
the Consultant shall notify the City's Designated Representative in writing so that the City
may take remedial action.
SECTION 15: WAIVER.
The failure of the City to insist in any instance upon the strict performance of any provision
of this Agreement, or to exercise any right or privilege granted to the City hereunder, shall
not constitute or be construed as a waiver of any such provision or right and the same shall
continue in force.
SECTION 16: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder to
the extent that performance of such obligations, or any ofthem, is delayed or prevented by
Force Majeure.
SECTION 17: STANDARDS OF CONDUCT.
(a). The Consultant warrants that it has not employed or retained any company or
person, other than a Bona Fide employee working solely for the Consultant, to solicit or
secure this Agreement and that the Consultant has not paid or agreed to pay any person,
company, corporation, individual, or firm other than a Bona Fide employee working solely
for the Consultant, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award of making this Agreement.
(b). If the City determines that any employee or representative of the Consultant is not
satisfactorily performing his or her assigned duties or is demonstrating improper conduct
pursuant to any assignment or work performed under this Agreement, the City shall so
notify the Consultant, in writing. The Consultant shall immediately remove such employee
or representative of the Consultant from such assignment.
(c). The Consultant hereby certifies (in writing) that no undisclosed conflict of interest
exists with respect to the Agreement, including, but not limited to, any conflicts that may be
due to representation of other clients, customers or vendees, other contractual
relationships of the Consultant, or any interest in property that the Consultant may have.
The Consultantfurther certifies that any conflict of interest that arises during the term of this
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Agreement shall be immediately disclosed in writing to the City. Violation of this Section
shall be considered as justification for immediate termination of this Agreement.
(d). The Consultant shall not engage in any action that would create a conflict of interest
for any City employee or other person during the course of performance of, or otherwise
related to, this Agreement 0 r which would violate or cause others to violate the provisions of
Part III, Chapter 112, Florida Statutes, relating to ethics in government, or the Consultants
Competitive Negotiations Act.
(e). The City shall not intentionally award publicly-funded contracts to any Consultant
who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the
Immigration and Nationally Act (lNA)). The City shall consider the employment by the
Consultant of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation
by the Consultant of the employment provisions contained in Section 274A (e) of the INA
shall be grounds for immediate termination of this Agreement by the City.
(f). The Consultant shall comply with the requirements of the Americans with Disabilities
Act (ADA), and any and all related Federal or State laws which prohibits discrimination by
public and private entities on the basis of disability.
(g). The Consultant shall not discriminate on the grounds of race, color, religion, sex, or
national origin in the performance of work under this Agreement or violate any laws
pertaining to civil rights, equal protection, or discrimination.
(h). If the Consultant or an affiliate is placed on a discriminatory vendor list, such action
may result in termination by the City. The Consultantshall certify, upon request by the City
that it is qualified to submit a bid under Section 287.134, Discrimination, (2) (c), Florida
Statutes.
(i). If the Consultant or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the City. The
Consultant shall certify, upon request by the City, that is qualified to submit a bid under
Section 287.133, Public Entity Crime, (2)(a), Florida Statutes.
0). The Consultant shall certify, upon request by the City, thatthe Consultant maintains
a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure
to submit this certification may result in termination.
(k). The Consultant agrees to comply with Federal, State, and local environmental,
health, and safety laws and regulations applicable to the services provided to the City. The
Consultant agrees that any program or initiative involving the work that could adversely
affect any personnel involved, citizens, residents, users, neighbors or the surrounding
environment shall ensure compliance with any and all employment safety, environmental
and health laws.
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(I). If applicable, in accordance with Section 216.347, Florida statutes, the Consultant
shall not use funds provided by this Agreementforthe purpose of lobbying the Legislature,
the Judicial Branch, or State Agency.
(m). The Consultant shall not publish any documents or release information regarding
this Agreement to the media without prior approval of the City.
(n). The Consultant shall ensure that all services are provided to the City after the
Consultant has obtained, at its sole and exclusive expense, any and all permits, licenses,
permissions, approvals or similar consents.
(0). The Consultant shall ensure that all taxes due from the Consultant are paid in a
timely and complete manner including, but not limited to, occupational license tax.
SECTION 18: NOTICES.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place for
giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places for
giving of notice, to-wit:
(1). For the City:
City Manager
City Hall
City of Sanford, Florida
300 North Park Avenue
Sanford, Florida 32772
(2). For the Consultant:
Mr. David Gierach, P.E.
CPH Engineers, Inc.
Post Office Box 2808
Sanford, Florida 32772-2828
(c). Written notice requirements of this Agreement shall be strictly construed and such
requirements are a condition precedentto pursuing any rights or remedies hereunder. The
Consultant agrees not to claim any waiver by City of such notice requirements based upon
City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or
any other grounds as a substitute for the failure of the Consultant to comply with the
CPH Professional Services Agreement for Engineering Services
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express written notice requirements herein. Computer notification (e-mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
SECTION 19: DESIGNATED REPRESENTATIVES.
(a). The City Manager, or his designated representative, represents the City in all
matters pertaining to and arising from the work and the performance of this Agreement.
(b). The City Manager or his designated representative shall have the following
responsibilities:
(1). Examination of all work and rendering, in writing, decisions indicating the
City's approval or disapproval within a reasonable time so as not to materially delay the
work of the Consultant;
(2). Transmission of instructions, receipt of information, and interpretation and
definition of City's policies and decisions with respect to design, materials, and other
matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the Consultant whenever the City knows of a
defect or change necessary in the project; and
(c). Until further written notice, the City's Designated Representative forthisAgreement
is:
City Manager
City Hall
City of Sanford, Florida
300 North Park Avenue
Sanford, Florida 32771
(d). Prior to start of any work under this Agreement, the Consultant shall submit to the
City detailed resumes of key professional personnel that will be involved in performing
services described in the work. The City hereby acknowledges its acceptance of such
personnel to perform services under this Agreement. At any time hereafter that the
Consultant desires to change key professional personnel in an active assignment, it shall
submit the qualifications of the new professional personnel to the City for prior approval.
Key professional personnel shall include the principal-in-charge, project managers, and
others interfacing with City personnel.
(e). Until further written notice, the Consultant's Designated Representative for this
Agreement is:
Mr. David Gierach, P.E.
CPH Engineers, Inc.
Post Office Box 2808
CPH Professional Services Agreement for Engineering Services
Page No. 14
Sanford, Florida 32772-2828
SECTION 20: WORK ORDERS.
(a). The provision of services to be performed under this Agreement may commence
immediately upon the execution of this Agreement or a Work Order as directed and
determined by the City. Services to be provided by the Consultant to the City shall be
negotiated between the Consultant and the City. Each Work Order shall reference this
agreement by title and date, include a detailed description of quantities, services, and a
completion schedule, and will be provided on Consultant letterhead. Services described in
said Work Order will commence upon the issuance of a City Notice-To-Proceed.
(b). If the services required to be performed by a Work Order is clearly defined, the Work
Order shall be issued on a "Fixed Fee" basis. The Consultant shall perform all services
required by the Work Order but in no event shall the Consultant be paid more than the
negotiated Fixed Fee amount stated therein.
(c). The Consultant and the City agree to make every effort to adhere to the schedule
established for the various Work Orders described in the Work Order.
(d). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Not-to-Exceed amount. If a Not-to-Exceed amount is
provided, the Consultant shall perform all work required by the Work Order; but in no event
shall the Consultant be paid more than the Not-to-Exceed amount specified in the
applicable Work Order.
(e). For Work Orders issued on a "Fixed Fee Basis," the Consultant may invoice the
amount due based on the percentage of total Work Order services actually performed and
completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee
amount equal to a percentage of the total services actually completed.
(f). ForWork Orders issued on a "Time Basis Method" with a Not-to-Exceed amount, the
Consultant may invoice the amount due for actual work hours performed; but in no event
shall the invoice amount exceed a percentage of the Not-to-Exceed amount equal to a
percentage of the total services actually completed.
(g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not-
to-Exceed amount shall be treated separately for retainage purposes. If the City
determines that work is substantially complete and the amount retained, if any, is
considered to be in excess, the City may, at its sole and absolute discretion, release the
retainage or any portion thereof.
(h). For Work Orders issued on a ''Time Basis Method" with a Limitation of Funds
amount, the Consultant may invoice the amount due for services actually performed and
completed. The City shall pay the Consultant one hundred percent (100%) of the approved
amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds
CPH Professional Services Agreement for Engineering Services
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amount.
SECTION 21: CHANGE ORDERS.
(a). The City may revise the Description of Services set forth in any particular Work
Order.
(b). Revisions to any Work Order shall be authorized in writing by the City as a Change
Order. Each Change Order shall include a schedule of completion for the services
authorized. Change Orders shall identify this Agreement and the appropriate Work Order
number. The Change Orders may contain additional instructions or provisions specific
upon certain aspects of this Agreement pertinent to the services to be provided. Such
supplemental instructions or provisions shall not be construed as a modification of this
Agreement. An Agreement between the parties on and execution of any Change Order
shall constitute a final settlement and a full accord and satisfaction of all matters relating to
the change and to the impact ofthe change on unchanged goods and/or work, including all
direct and indirect costs of whatever nature, and all adjustments to the Consultant
schedule.
(c). If instructed by the City, the Consultant shall change or revise work that has been
performed, and if such work is not required as a result of error, omission or negligence of
the Consultant, the Consultant may be entitled to additional compensation. The Consultant
must submit for City approval a revised proposal with a revised fee quotation. Additional
compensation, if any, shall be agreed upon before commencement of any such additional
work and shall be incorporated into the work by Change Order to the Work Order.
SECTION 22: COMPENSATION.
(a). Compensation to the Consultant for the services performed on each Work Order
shall be as set forth the Work Order/Change Order or as set forth in Exhibit C which
enumerates hourly rates and other charges of the Consultant.
(b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc.
and other items not directly attritbutable to items produced for each Work Order.
(c). Work performed by the Consultant without written approval by the City's Designated
Representative shall not be compensated. Any work performed by the Consultant without
approval by the City is performed at the Consultanfs own election.
(d). In the event the City fails to provide compensation under the terms and conditions of
this Agreement, the Consultant shall notify the City's Designated Representative in order
that the City may take remedial action.
SECTION 23: INVOICE PROCESS.
(a). Payments shall be made by the City to the Consultant when requested as work
CPH Professional Services Agreement for Engineering Services
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progresses for services furnished, but not more than once monthly. Each Work Order shall
be invoiced separately. The Consultant shall render to the City, at the close of each
calendar month, an itemized invoice properly dated, describing all services rendered as
Exhibit B, the Project Status Report Form, the cost of the services, the name and address
of the Consultant, Work Order N umber, Contract Number and all other information required
by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items will
be processed for payment within thirty days of receipt by the City.
(c). The Consultant will be notified of any disputable items contained In Invoices
submitted by the Consultant within fifteen days of receipt by the City with an explanation of
the deficiencies.
(d). The City and the Consultant will make every effort to resolve all disputable items
contained in the Consultant's invoices.
(e). Each invoice shall reference this Agreement, the appropriate Work Order and
Change Order if applicable, the billing period, and include the Project Status Report for the
period being billed. A Project Status Report form is attached as Exhibit B.
(f). The Florida Prompt Payment Act shall apply when applicable.
(g). I nvoices are to be forwarded directly to:
Finance Director
City Hall
City of Sanford, Florida
300 North Park Avenue
Sanford, Florida 32771
SECTION 24: TERMINATION OF AGREEMENT.
(a). The City may terminate this Agreement or any Work Order for convenience at any
time for one or more of the reasons as follows:
(1). If, in the City's opinion, adequate progress under a Work Order is not being
made by the Consultant; or
(2). If, in the City's opinion, the quality of the services provided by the Consultant
is/are not in conformance with commonly accepted professional standards, standards of
the City, the requirements of Federal or State regulatory agencies, and the Consultant has
not corrected such deficiencies in a timely manner as reasonably determined by the City; or
CPH Professional Services Agreement for Engineering Services
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(3). The Consultant or any employee or agentofthe Consultant is indicted or has
a direct charge issued against him for any crime arising out of or in conjunction with any
work that has been performed by the Consultant; or
(4). The Consultant becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of creditors; or
(5). The Consultant violates the Standards of Conduct provisions herein or any
provision of State or local law or any provision of the City Code of Conduct.
(b). In the event of any of the causes described in this Section, the City's Designated
Representative may send a certified letter requesting thatthe Consultant show cause why
the Agreement or any Work Order should not be terminated. If assurance satisfactory to
the City of corrective measures to be made within a reasonable time is not given to the City
within fourteen calendar days of the receipt of the letter, the City may consider the
Consultant to be in default, and may immediately terminate this Agreement or any Work
Order in progress under this Agreement.
(c). In the event that this Agreement or a Work Order is terminated for cause and it is
later determined that the cause does not exist, then this Agreementorthe Work Order shall
be deemed terminated for convenience by the City and the City shall have the right to so
terminate this Agreement without any recourse by the Consultant.
SECTION 25: TERMINATION BY CONSULTANT FOR CAUSE.
(a). The Consultant may terminate this Agreement if:
(1). The City materially fails to meet its obligations and responsibilities as
contained in Section 14; City Rights and Responsibilities; or
(2). The City fails to pay the Consultant in accordance with this Agreement.
(b). In the event of either ofthe causes described in Subsection (a), the Consultant shall
send a certified letter requesting that the City show cause why the Agreement should not
be terminated. If adequate assurances are not given to the Consultant within fourteen
calendar days of the receipt of said show cause notice, the Consultant may consider the
City to be in default, and may immediately terminate this Agreement.
SECTION 26: TERMINATION BY THE CITY WITHOUT CAUSE.
(a). Notwithstanding any other provision of this Agreement, the City shall have the right
at any time to terminate this Agreement in its entirely without cause, or terminate any
specific Work Order without cause, if such termination is deemed by the City to be in the
public interest, provided that thirty calendar days prior written notice is given to the
Consultant of the City's intent to terminate.
CPH Professional Services Agreement for Engineering Services
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(b). In the event that this Agreement is terminated, the City shall identify any specific
Work Order(s) being terminated and the specific Work Order(s) to be continued to
completion pursuant to the provisions of this Agreement.
(c). This Agreementwill remain in full force and effectasto all authorized Work Order(s)
that is/are to be continued to completion.
SECTION 27: PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Work Order is terminated or canceled prior to final
completion paymentforthe unpaid portion ofthe services provided by the Consultantto the
date of termination and any additional services shall be paid to the Consultant.
SECTION 28: ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination, given by either party, the terminated party shall
promptly discontinue the provision of all services, unless the notice provides otherwise.
SECTION 29: SUSPENSION.
(a). The performance or provision of the Consultant services under any Work Order
under this Agreement may be suspended by the City at any time.
(b). In the event the City suspends the performance or provision of the Consultant's
services hereunder, the City shall so notify the Consultant in writing. Such suspension
becoming effective upon the date stated in the notice. The City shall pay to the Consultant
within thirty days all compensation which has become due to and payable to the Consultant
to the effective date of such suspension. The City shall thereafter have no further
obligation for payment to the Consultant for the suspended provision of services unless and
until the City's designated representative notifies the Consultant in writing that the provision
of the services of the Consultant called for hereunder are to be resumed by the Consultant.
(c). Upon receipt of written notice from the City that the Consultant's provision of
services hereunder are to be resumed, the Consultant shall continue to provide the
services to the City.
SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree to exhaust any alternative dispute resolution
procedures reasonably imposed by the City prior to filing suit or otherwise pursuing legal
remedies.
(b) The Consultant agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary materials that we re not presented for consideration to the City
CPH Professional Services Agreement for Engineering Services
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in alternative dispute resolution procedures or which the Consultant had knowledge and
failed to present during the City procedures.
(c). In the event that City procedures are exhausted and a suit is filed or legal remedies
are otherwise pursued, the parties shall exercise best efforts to resolve disputes through
voluntary mediation. Mediator selection and the procedures to be employed in voluntary
mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be
shared equally among the parties participating in the mediation.
SECTION 31: SEVERABILITY.
(a). If any term, provision or condition contained in this Agreement shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement, or the application of
such term, provision or condition to persons or circumstances other than those in respect of
which it is invalid or unenforceable, shall not be affected thereby, and each term, provision,
and condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in Pari Materia with all
other provisions hereof.
(c). Violation of this Agreement by the Consultant is recognized by the parties to
constitute irreparable harm to the City.
SECTION 32: CONTROLLING LAWSNENUE I INTERPRETATION.
(a). This Agreement is to be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreementshall be in the Eighteenth
Judicial Circuit Court in and for Seminole County, Florida.
(c). This Agreement is the result of bona fide arms length negotiations between the City
and the Consultant and all parties have contributed substantially and materially to the
preparation of the Contract. Accordingly, this Agreement shall not be construed or
interpreted more strictly against anyone party than against any other party.
SECTION 33: INDEMNITY.
(a). To the fullest extent permitted by law, the Consultant shall indemnify, hold harmless,
and defend the City, its agents, servants, officers, officials, and employees, orany of them,
from and against any and all claims, damages, losses, and expenses including, but not
limited to, attorneys fees and other legal costs such as those for paralegal, investigative,
and legal support services, and the actual costs incurred for expert witness testimony
arising out of or resulting from the performance or provision of services required under this
Agreement, provided that same is caused in whole or part by the error, omission, negligent
CPH Professional Services Agreement for Engineering Services
Page No. 20
act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Consultant, its
agents, servants, officers, officials, employees, or Subconsultants.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the Consultant for this obligation, the receipt and sufficiency of which is
hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities ofthe
City as set forth in Section 768.28, Florida Statutes.
(d). In claims against any person or entity indemnified underthis Section by an employee
of the Consultant or its agents or Subconsultants, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable, the indemnification obligation under this
Section shall not be limited by a limitation on amount or type of damages, compensation, or
benefits payable by or for the Consultant or its agents or Subconsultants, under Workers
Compensation acts, disability benefits acts, or other employee benefit acts.
(e). The execution of this Agreement by the Consultant shall obligate the Consultant to
comply with the indemnification provision in this Agreement; however, the Consultant must
also comply with the provisions of this Agreement relating to insurance coverages.
SECTION 34: INSURANCE.
(a). The Consultant shall obtain or possess and continuously maintain the following
insurance coverage, from a company or companies, with a Best Rating of A- or better,
authorized to do business in the State of Florida and in a form acceptable to the City and
with only such terms and conditions as may be acceptable to the City:
(1). Workers Compensation/Employer Liability: The Consultant shall provide
Worker Compensation insurance for all employees engaged in the work under this
Agreement in accordance with the laws of the State of Florida. Employers' Liability
Insurance at limits not less than the following:
$100,000 Each Accident
$100,000 Disease Each Employee
$500,000 Disease Aggregate
(2). Comprehensive General Liability: The Consultant shall provide coverage for
all operations including, but not limited to, contractual, independent Consultant, products
and complete operations and personal injury with limits not less than the following:
$1,000,000 Bodily Injury & Property Damage - each occurrence
$1,000,000 Personal & Advertising Injury - each occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregates limit
$ 5,000 Medical Payments
CPH Professional Services Agreement for Engineering Services
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$ 100,000 Fire Damage Legal Liability
(3). Comprehensive Business Automobile Liabilitv: The Consultant shall provide
complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury
and Property Damage in accordance with the laws of the State of Florida, as to the
ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles.
(4). Professional Liabilitv: The Consultant shall provide professional liability
insurance as well as errors and omission insurance in a minimum amount of $1,000,000
CSL or its equivalent, with a combined single limit of not less than $1,000,000, protecting
the Consultant against claims of the City for negligence, errors, mistakes, or omissions in
the performance of services to be performed and furnished by the Consultant.
(5) Other Reauired Insurance Coveraae: Where unusual operations are
necessary to complete the work, such as Longshoremen and Harbor Workers' Exposures,
use of aircraft or watercraft, use of explosives, and any high risk circumstances. No
aircraft, watercraft or explosives shall be used without the express advance written
approval of the City which may, thereupon, required additional insurance coverages.
(b). All insurance other than Workers Compensation and Professional Liability that must
be maintained by the Consultant shall specifically include the City as an additional insured.
All insurance minimum coverages extend to any subconsultant, and the Consultant shall be
responsible for all Subconsultants.
(c). The Consultant shall provide Certificates of Insurance to the City evidencing that all
such insurance is in effect prior to the issuance of the first Work Order under this
Agreement. These Certificates of Insurance shall become partofthisAgreement. Neither
approval by the City nor failure to disapprove the insurance furnished by a Consultant shall
relieve the Consultant of the Consultant's full responsibility for performance of any
obligation including the Consultant's indemnification of the City under this Agreement. If,
during the period which an insurance company is providing the insurance coverage
required by this Agreement, an insurance company shall: (1) lose its Certificate of
Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain
the requisite Best's Rating and Financial Size Category, the Consultant shall, as soon as
the Consultant has knowledge of any such circumstance, immediately notify the City and
immediately replace the insurance coverage provided by the insurance company with a
different insurance company meeting the requirements of this Agreement. Until such time
as the Consultant has replaced the unacceptable insurer with an insurer acceptable to the
City, the Consultant shall be deemed to be in default of this Agreement.
(d). The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, thirty days prior notice
will be given to the City by submission of a new Certificate of Insurance.
CPH Professional Services Agreement for Engineering Services
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(e). The Consultant shall provide Certificate of Insurance directly to the City's Designated
Representative. The certificates shall clearly indicate that the Consultant has obtained
insurance of the type, amount, and classification required by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the City waiver of sovereign immunity beyond the limits set forth in Section
768.28, Florida Statutes.
(g). The City shall not be obligated or liable under the terms of this Agreement to any
party other than the Consultant. There are no third party beneficiaries to this Agreement.
(h). The Consultant is an independent Consultant and not an agent, representative, or
employee of the City. The City shall have no liability except as specifically provided in this
Agreement.
(i). All insurance shall be primary to, and not contribute with, any insurance or self-
insurance maintained by the City.
SECTION 35: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION.
The Consultant agrees that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color, religion, sex, age,
national origin, or disability and shall take affirmative steps to ensure that applicants are
employed and employees are treated during employment without regard to race, color,
religion, sex, age, national origin, or disability. This provision shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment
advertising; layoff ortermination; rates of pay ortheirforms orcompensation; and selection
for training, including apprenticeship. The Consultant, moreover, shall comply with all the
requirements as imposed by the Americans with Disability Act, the regulations of the
Federal government issued thereunder, and any and all requirements of Federal or State
law related thereto.
SECTION 36: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS.
(a). The Consultant shall maintain books, records, documents, time and costs accounts,
and other evidence directly related to its provision or performance of services under this
Agreement. All time records and cost data shall be maintained in accordance with
generally accepted accounting principles.
(b). The Consultant shall maintain and allow access to the records required under this
Section for a minimum period of five years after the completion of the provision or
performance services under this Agreement and date offinal payment for said services, or
date of termination of this Agreement.
(c). The City reserves the right to unilaterally terminate this Agreement if the Consultant
refuses to allow public access to all documents, papers, letters, or other materials subject
CPH Professional Services Agreement for Engineering Services
Page No. 23
to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or
received by the Consultant in conjunction, in any way, with this Agreement.
(d). The City may perform, or cause to have performed, an audit of the records of the
Consultant before or after final payment to support final payment under any Work Order
issued hereunder. This audit shall be performed at a time mutually agreeable to the
Consultant and the City subsequent to the close of the final fiscal period in which services
are provided or performed. Total compensation to the Consultant may be determined
subsequent to an audit as provided for in this Section, and the total compensation so
determined shall be used to calculate final paymentto the Consultant. Conduct of this audit
shall not delay final payment as required by this Section.
(e). I n addition to the above, if Federal, State, County, or other entity funds are used for
any services under this Agreement, the Comptroller General of the United States or the
Chief Financial Officer of the State of Florida, or the County of Seminole, or any
representative, shall have access to any books, documents, papers, and records of the
Consultant which are directly pertinent to services provided or performed under this
Agreement for purposes of making audit, examination, excerpts, and transcriptions.
(f). In the event of any audit or inspection conducted reveals any overpayment by the
City under the terms of the Agreement, the Consultant shall refund such overpayment to
the City within thirty days of notice by the City of the request for the refund.
(g). The Consultant agrees to fully comply with all State laws relating to public records as
well as to ensure compliance with the Consultants Competitive Negotiations Act.
(h). The Consultant agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained
until all litigation, claims, or audit findings involving the records have been resolved and
final action taken.
SECTION 37: COU NTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
document.
SECTION 38: SUBMITTALS.
The following are items the Consultant must submitto the City as stated in this Agreement:
a) Description of Services; Section 12.
b) Worker compensation insurance for all employees; Section 34, Paragraph (a) (1)
c) Certificates of insurance; Section 34, Paragraph (c)
CPH PrOfessional Services Agreement for Engineering Services
Page No. 24
d) Conflict of Interest Statement; Section 17, Paragraph (c)
This Agreement describes each item listed above in detail. All provided to the City must be
accurate and updated certifying the Consultant is proceeding correctly.
SECTION 39: EXHIBITS.
Each Exhibit referred to and attached to this Agreement is an essential part of this
Agreement. The Exhibits and any amendments or revisions thereto, even if not physically
attached hereto, shall be treated as if they are part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the City through its City
Commission taking action on the 13 th day of, November, 2006 and the Consultant signing
by and through its duly authorized corporate officer having the full and complete authority to
execute same.
ATTEST:
CPH ENGINEERS, INC.
/
/~,./
Date:
11-21-0&
ATTEST:
CITY OF SANFORD
CJ!;,td!< ,AJ1c~
anet Dougherty, Cit Clerk
Date':11o}(1!/WJk~. &9.8- o-o~
~
Mayor
6
~.~ ~
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
William L. Colbert, Esquire
City Attorney
CPH Professional Services Agreement for Engineering Services
Page No. 25
EXHIBIT A
DESCRIPTION OF SERVICES
(1). Professional engineering services in accordance with the controlling provisions of law
to include, but not be limited to, the Consultants Competitive Negotiations Act.
(2). Information gathering, conceptual design, cost estimates, final design, contract
documents preparation, preparation of construction drawings, preparation of technical
specifications, coordination of special services, bid recommendations, construction
inspections, permitting services, drafting services and other related services.
(3). The Consultant shall serve as the City's professional engineer and representative on
projects and shall provide consultation to the City during the performance ottheir services.
(4). The consultant shall not have any direct or indirect contract relationship with any
officer or employee of the City that will conflict with their ability to perform the work
hereunder. All personnel assigned to the work shall be fully qualified and all facilities
employed shall be adequate for the work required.
(5). All services performed by the consultant shall be executed in cooperation and
coordination with the City and in the performance of such services, the consultant shall:
(a). Maintain close liaison and cooperation with the City during performance of the work
hereunder to obtain agreement and coordination of the various phases of work contained
herein.
(b). Attend all meetings and conferences as arranged and required by the City during the
progress of the work hereunder to establish design concepts, to review preliminary and final
reports, secure agreement upon comprehensive and detailed basis of design, and discuss
any other matters relating to the work.
(c). Provide the City with written memoranda to confirm and record the understandings
and agreements resulting from meetings and conferences.
(d). Provide the City with schedules, including starting dates and contemplated
completion dates for the several salient features of the work hereunder, and periodic
progress reports. Such schedules and progress reports shall be in such format and detail
as the City may require.
(e). Assist the City by furnishing the necessary design engineering data in the
preparation of all documents necessary for any Federal, State, City or County approvals or
permits.
(6). Various stages of services may include the following as to diverse projects:
CPH Professional Services Agreement for Engineering Services
Page No. 26
Preliminary (Schematic Design) Phase:
During the schematic design phase, the Consultant shall:
Consult with the City to determine the City's requirements for the project.
Review and study the reports, documents and design development previously prepared by
and for the City, if any
Advise the City as to the necessity for providing or obtaining specialized services, including,
without limitation, survey, subsurface investigation and the like and act as the City's
technical representative in connection therewith.
Provide the City with statements of probable construction costs, construction schedules,
and other preliminary data concerning construction ofthe proposed construction for use in
overall analysis and planning of the project.
Provide the City with projected cost. Ifthe lowest responsive bid exceeds the construction
budget, the Consultant shall adjust the design plans and specifications to rebid the project
at no cost to the City.
On the basis of the mutually agreed upon program and project budget requirements, the
consultant shall prepare, for approval by the City, schematic design documents consisting
of drawings and other documents and other documents illustrating the scale and
relationship of the project components.
Design Development Phase:
After written authorization to proceed, the Consultant shall perform the services of the
design development phase in connection with the project, specifically including, but not
limited to, the following:
Advise the City as to the necessities of obtaining further services from others and act as the
City's representative in connection with any such services
Provide technical field direction of such services being conducted by others.
Arrange for acquisition of the services of such subcontractors as approved by the City, to
perform surveys, soundings and borings, soils tests and other subsurface investigations
necessary for design, materials determination, and utility location. If any such
subcontractor's services are acquired by the Consultant, as approved by the City, the City
will be responsible for reimbursing the consultant for the actual cost incurred by the
Consultant for such services.
I nterpret and evaluate information obtained from such surveys, soundings and borings, soil
tests and other subsurface investigations.
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Evaluate information of conditions to be encountered at the site essential for design and
construction purposes and investigate all available information necessary to accurately
indicate existing and proposed locations of underground utilities and facilities.
Report errors in the survey discovered by the consultant to the City.
Consult with the City to establish general design criteria and standards for use in the
project.
Prepare design development documents consisting of specific design criteria forthe project
and outline specifications to develop and establish the scope of the project.
Prepare a revised statement of probable construction costs for the project bases on the
information given in the design development documents.
Furnish copies, as required by the City of the above design development documents and
statement of probable construction costs to the City for review and approval at the fifty
percent (50%) and one hundred percent (100%) completion stages.
Construction Document Phase:
After written authorization to proceed with the final design phase, the Consultant shall:
On the basis of the approved design development documents, prepare for incorporation in
the contract documents detailed construction drawings and plans, hereinafter called
"drawings", to show the work to be performed by the contractor on the project and technical
provisions, hereinafter called "specifications". Drawings, specifications, statement of
probable construction costs and supporting documents shall be submitted for review and
approval by the City atthe fifty percent (50%) and one hundred percent (100%) completion
stages. Any changes, refinements, or modifications that may be required after each review
shall be completed prior to proceeding further. A proposed complete and final draft of the
contract documents shall be prepared by the consultant and submitted by the City for its
approva I.
Prepare engineering data and required engineering documents in order to secure, with
the assistance of the City, approval and/or permits required by governmental authorities
that have jurisdiction over design criteria applicable to the project.
Advise the City of any adjustment of the statement of probable construction costs for the
project caused by changes in scope, design requirements, or construction costs and furnish
a revised statement of probable construction cost for the project based on the completed
drawings and specifications to the City.
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Bidding or Negotiating Phase:
After written notice to proceed, the consultant shall perform the services of the bidding
phase specifically including, but not limited to the following:
Produce, assemble and deliver copies, as required by the City, ofthe contract documents
approved by the City for City use, respond to all inquiries from potential consultants and
prepare necessary addenda. Any additional copies desired by the City will be provided by
the Consultant at the cost of reproduction of same.
Assist the City concerning the intent of the contract documents as such relate to
subcontractors and other persons and organizations proposed by the general contractor.
Evaluate all bids submitted, including, without limitation, compliance with the specifications,
costs and ability of the consultant to perform the work and other factors.
Recommend to the City the lowest, most responsive and responsible consultant.
Construction Administration Phase:
After written notice to proceed is given to the general contractor, the consultant shall
provide construction monitoring and inspection, as described below. The construction
administration phase will terminate one (1) year after final payment to the City to the
general contractor. During the construction phase, the Consultant shall:
Representthe City as its contract administrator, including, without limitation, interpretation
of plans, drawings and specifications and issuing instructions to the general contractor.
Observe and inspect on at least a weekly basis, the progress and quality of the executed
work and determine if the work is proceeding in substantial accordance with the contract
documents. The consultant shall report to the City any work discovered that fails to
conform to the contract documents or which in any way appears to be deficient,. defective
or otherwise not in accordance with good engineering or construction practices. The
consultant shall take all practical steps necessary to ascertain that the contractor corrects
work at the contractor's expense.
Check and approve or disapprove submittals, the results of tests and inspections and other
data that the general contractor is required to submit for the purpose of verifying
acceptability in accordance with the contract documents. Check and approve or
disapprove maintenance and operating instructions, schedules, guarantees, bonds and
certificates of inspection, as required in construction contracts related to the project.
The Consultant, based on the Consultant's on-site inspections and upon review of the
general contractor's application for payment and supporting data, shall approve, or red-line
and adj ust the applied for amo unts, or disapprove the general contractor's "Applications for
Payment." The "Application for Paymenf' amount approved by the Consultant shall
representthe consultanfs opinion thatthe remaining work of the construction contract can
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be completed with the unpaid construction contract funds.
Make an inspection to determine if the project is substantially complete and a final
inspection to determine if the project has been fully completed in substantial accordance
with the contract documents, and the contractor has fulfilled all of their obligations
thereunder so thatthe consultant may recommend approval, in writing, offinal paymentto
the general contractor.
As-Built Drawings:
The Consultant shall perform the services for preparation and delivery of film reproducible
as-built drawings to the City, specifically including, but not limited to the following:
Coordination, observation, cross-referencing and the performance of field surveys, as
required to verify as-built drawings.
Make necessary revisions to reproducible documents to reflect actual facilities installed
and/or constructed and provide such documents to the City.
Take all steps necessary to prepare and deliver to the City, as-built drawings within the
one-month period following the date of final acceptance of the project by the City; such
period includes the time required by the contractor to prepare, check and submit their as-
built construction data.
The Consultant shall present to the City on disk a copy of all computer added design
drawings produced for projects under the contract.
Permitting:
The Consultant shall perform all permitting services, specifically including, but not limited to,
the followi ng:
Commence permitting services as soon as practicable during the design phase and
continue through construction until all conditions of the permits have been completed and
the regulatory agencies exerting jurisdiction are duly notified.
Take all steps necessary to expedite permit processing to assure required permits will be
approved and issued prior to commencement of construction operations.
Take all steps necessary, including the preparation of reports, plans, specifications, and
other supporting documentation required and/or pertaining to applications for the projectto
secure application, issuance and approval of all permits required from Federal, State, and
local agencies.
Maintain close monitoring through the construction period to ascertain thatthe installations
meet the particular conditions and/or stipulations setforth in the permits, aswell applicable
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governmental and environmental guidelines and regulations.
Design Build Package:
The Consultant shall prepare design build package se rvices under Section 287.055, Florida
Statutes. The design criteria package shall specify such performance-based criteria for the
all construction projects, including, but not limited to:
The legal description of the site(s) - Taken from the Survey;
Survey information concerning the site(s) - Procured under a separate contract:
Interior Space requirements;
Material quality standards
Schematic layouts
Conceptual design criteria of the project;
Review of budget estimates;
Design and construction schedules
Site development requirements
Provisions for utilities, storm water retention and disposal;
Evaluation of responses or bids submitted by the design build teams (D.B.T.'s)
The review of the detailed working drawings as developed by the D.B.T. for conformance
with the established design criteria;
Evaluation of the compliance of the project construction with the design criteria package.
The Consultant shall assist the City in the development of a set of contract documents
that are acceptable to the City.
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