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301-CPH-Continuing Professional Service Agrmt "- ~ 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 Page No.1 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 CPH Professional Services Agreement for Engineering Services Page NO.2 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. CPH Professional Services Agreement for Engineering Services Page No.3 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: CPH Professional Services Agreement for Engineering Services Page No.4 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. CPH Professional Services Agreement for Engineering Services Page NO.5 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. CPH Professional Services Agreement for Engineering Services Page NO.6 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 CPH Professional Services Agreement for Engineering Services Page NO.7 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. CPH Professional Services Agreement for Engineering Services Page No.8 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. CPH Professional Services Agreement for Engineering Services Page NO.9 (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 CPH Professional Services Agreement for Engineering Services Page NO.1 0 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 CPH Professional Services Agreement for Engineering Services Page No. 11 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. CPH Professional Services Agreement for Engineering Services Page No. 12 (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 Page No. 13 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 Page No. 15 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 Page No. 16 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 Page No. 17 (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 Page No. 18 (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 Page No. 19 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 Page No. 21 $ 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 Page No. 22 (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. CPH Professional Services Agreement for Engineering Services Page No. 27 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. CPH Professional Services Agreement for Engineering Services Page No. 28 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 CPH Professional Services Agreement for Engineering Services Page No. 29 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 CPH Professional Services Agreement for Engineering Services Page No. 30 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. CPH Professional Services Agreement for Engineering Services Page No. 31