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1594 Disinfection By Products Compliance Impvmts
PURCHASING DEPARTMENT 15q `f Wednesday, March 06, 2013 TRANSMITTAL MEMORANDUM To: City Clerk — Mayor RE: RFQ 12/13 -03 Disinfection By Products Compliance Improvements Sanford Water Treatment Plant No.2 CPH Engineers The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Final Plat (original niylars) ❑ Letter of Credit ❑ Maintenance Bond ❑ Ordinance ❑ Performance Bond ❑ Resolution Once completed, please: ❑ Return originals to Purchasing ❑ Return copies El Special Instructions: MarisolOrdonez I Aa rom T: \Dept_forms \City Clerk Transmittal Memo - 2009.doc an, 0- r-4 rN MD �a �oa p ® Mayor's signature ❑ Recordin - Wig-- -� 7 �14 c3 Safe keeping (Vault Deputy-A: i4 � ager ❑ Payment Bond ❑ City Manager Signature ® City Clerk Attest /Signature�qr 3� Date X5 1 DOCUMENT APPROVAL 31612013 4:51 PM Contract Agreement Name: RFQ 12/13 -03 Disinfection By Products Compliance int No.2 CPH Engineers 3-(.0,13 Date -1t U 3 Finance birector M.: City Date r'.4 XI u_ Co r-1 City Of Sanford Agreement With CPH, Inc. (CPH) Relating To RFQ 12/13 -03 Disinfection By- Products Compliance Improvements Sanford Water Treatment Plant Number 2 This Agreement is made and entered into on the dates set forth below by and between the: City of Sanford, whose address is 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, Inc., whose address is Post Office Box 2808, 500 West Fulton Street, Sanford, Florida 32772 -2808, a Florida corporation, authorized to do business in the State of Florida, hereinafter referred to as the "CPH ". The CITY and CPH are collectively referred to herein as the "parties ". Witnesseth: Whereas, the CITY desires to retain CPH for the work identified in this Agreement and potential various Work Orders relating to Construction Phase Services for the project of the CITY known as the "Disinfection By- Products Compliance Improvements Sanford Water Plant No. 2" project; and Whereas, CPH 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, the references to the provisions of services to the CITY to the CITY shall include to provision of goods and the term "Work Order" shall include the term "Purchase Order" herein; and Whereas, this Agreement is subject to the provisions of the Consultants Competitive Negotiations Act (CCNA) and the parties agree that they have engaged in all required processes and procedures and that this Agreement complies with the provisions of the CCNA, Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Definitions. Ad valorem - In proportion to the estimated value of the goods taxed. Agreement — This document and all subsequent Work Orders or related contractual documents between the CITY and CPH. Billing 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 11 Page N LL. 41� r� co 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. CPH - To include all principals of CPH including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for CPH to perform its obligations hereunder. The term "subcontractor" as use herein shall also mean subconsultants. Designated Representative — A person who administers, reviews, and coordinates the provision of services. This definition applies equally to the CITY and to CPH. Force Majeure - 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 of the same or different nature, existing or future; provided that the 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. 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 other /together 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 the contract/agreement. Submittals — Any item required by this Agreement that CPH must provide the CITY either for inclusion as part of this Agreement or not. Work Order - A detailed description of quantities, services, and a completion schedule provided on a CITY prescribed form describing all work associated with the service to be provided by CPH to the CITY for an agreed price referencing this Agreement by title and date. Description of Services - GENERAL SERVICES OF THE CONSULTANT CPH agrees to perform professional engineering services in connection with the project as hereinafter stated. 2 1 Page • CPH shall serve as the CITY's professional engineering representative in those phases of the project to which this Scope of Services applies, and shall give consultation and advice to the CITY during the performance of his services. • The purpose of the project is to construct the improvements which were designed by CPH for the disinfection by- products improvements for the CITY's Water Plant No. 2 (Auxiliary Water Plant). • CPH shall serve as the "Engineer of Record ", as required by the Florida Department of Environmental Protection (FDEP), during the construction of the improvements and provide all engineering services to ensure compliance with the FDEP's Administrative Order in effect relative to the CITY. • The construction period for these activities shall commence with the issuance of a Notice to Proceed to the construction contractor by the CITY and will terminate upon written approval of final payment by the CITY for the project's contractor, and certification of completion of construction to the FDEP and any and all approvals by the FDEP. ENGINEERING SERVICES DURING CONSTRUCTION Task 1— Project Administrative and Coordination Services 1.1 General Project Administration CPH shall provide the following services during construction: responding to requests for additional information from either the CITY or the Contractor and preparing written responses as needed; attending field reviews as requested by either the CITY or the Contractor; reviewing proposed changes to the work presented by either the CITY or the Contractor; reviewing the Contractor's schedule on a monthly basis and providing written comments to the CITY and on the schedule status as needed; reviewing requests for changes to the Contract Time or Contract Price and making recommendations to the CITY; preparing Work Directive Changes and Change Orders as directed by the CITY and making recommendation to the CITY on such changes; and making minor revisions to the construction drawings or specifications as needed in conjunction with field changes reviewed by the CITY. CPH's efforts shall be effectively and fully be directed toward providing assurance to the CITY that the completed project will substantially conform to the Contract, plans, and specifications such that CPH shall prepare Certifications of Completion of the project as required by the FDEP from the Engineer of Record. CPH recognizes its obligation to report to the CITY all design errors or omissions that may be discovered during construction. CPH shall advise the CITY as to any and all design defects that are found during the course of the project. The CITY shall, on a monthly basis, field review the Contractor's application for 3 _ payment in terms of construction quantities and completion of items for which payment is requested. CPH shall take the CITY's reviewed construction quantities and reviews the payment application submitted by the Contractor, and recommends approval in writing of payments to the Contractor in such amounts, in consultation with the CITY and in consideration of its own general knowledge of the status of work based on its field reviews. CPH shall provide guidance to the CITY and evaluate applications for payment based upon generally acceptable practices and principles. 1.2 Meetings and Coordination CPH shall prepare the agenda for all meetings for the CITY's use and in a manner satisfactory to the CITY, coordinate and attend the preconstruction meeting, and issue meeting notes. CPH shall attend bi- weekly progress meetings held by the CITY or otherwise scheduled during construction of the project between the start of fieldwork and attainment of substantial completion by the project contractor. CPH shall also prepare meeting agendas for CITY's use, and issue meeting notes. CPH shall assist the CITY in coordinating all geotechnical testing and other construction related testing. The cost of all testing shall be the responsibility of the CITY. CPH shall coordinate the subconsultant's inspection services during construction. 1.3 Meetings and Coordination by Subconsultant's CPH's sub - consultants shall attend all necessary coordination meetings for clarifications of the Contract Documents, providing input on Work Directive Change and Change Orders as directed by the CITY, and determining the acceptability of the work performed by CPH related the subconsultant's' discipline of responsibility. 1.4 State Revolving Fund Funding Coordination and Management CPH shall conduct field interviews using the FDEP's approved forms and schedule in order to assure Davis -Bacon wage rate compliance for the project construction. CPH shall review and forward the weekly Federal Payrolls report submitted by the Contractor to the CITY for review and approval on a weekly basis. CPH shall ensure that the Contractor and the CITY comply with the Davis -Bacon Act wage rates in accordance with the laws relating to the United States Department of Labor. Additionally, CPH shall compile a monthly summary of the wage rate documentation needed with each payment application. CPH shall, on a monthly basis, prepare all FDEP State Revolving Fund disbursement certifications as the Engineer of Record and disbursement request packages and forward to the CITY for review, make revisions requested by CITY, and provide a final copy of the disbursement request package, including the Engineers Certification as required by the FDEP, to the CITY for transmittal to the 4 1 P a g e FDEP. CPH shall meet with the FDEP's State Revolving Fund staff along with CITY staff to conduct the FDEP's two site visits (one during construction, one at the completion of construction), and shall assist the FDEP during its review of records at the CPH office. CPH shall assist the CITY in coordinating with the FDEP on the State Revolving Fund funding activities, and satisfying the completion requirements of the FDEP's State Revolving Fund agreement which shall include inspections and document reviews. 1.5 Contract Closeout CPH shall compile contract closeout documents including contractor bonds, certificates of completion. CPH shall prepare statements of completion (qualified if necessary) certifying completion of the work, and submit statements in accordance with the Contract Documents, and the requirements of the FDEP's State Revolving Fund funding program. At this time CPH shall also address any costs to the CITY that have related to or resulted from design issues. Task 2 — Submittal Review 2.1 Shop Drawings and Operations and Maintenance Manuals (Equipment Manuals) Review CPH shall check and approve shop drawings, catalog data, diagrams, illustrations, schedules, samples, test and inspection results, Operations and Maintenance Manuals, and other data the Contractor is required to submit, but only as to conformance with the overall design concept of the project and compliance with the Plans, Specifications, and other Contract Documents. CPH shall coordinate with the CITY on distribution of submittals and compilation of the submittal review comments of all parties; distribute reviewed submittals (including comments) to the Contractor. 2.2 Submittal Review by Subconsultants CPH shall coordinate with the subconsultants for review of the submittals related to their discipline of responsibility, including all shop drawings, catalog data, diagrams, illustrations, schedules, samples, test and inspection results, Operations and Maintenance Manuals, and other data the Contractor is required to submit. CPH shall coordinate with the CITY on distribution of submittals and compilation of the submittal review comments of all parties; distribute reviewed submittals (including comments) to the Contractor. 51 Page Task 3 — Construction Inspection /Quality Control 3.1 Field Inspection Services CPH shall supplement the CITY's Inspection Services under the direction of the CITY and provide inspection services which amount to approximately thirty -two hours per week during construction. CPH shall observe work during execution to observe construction methods and techniques, and shall selectively observe delivered materials on -site or at their source (not including materials testing) as to compliance with the Contract Documents. If it is determined that, due to construction progress (or lack thereof) or other related matters that additional time and cost or other changes than enumerated in this scope of services are required to adequately address the construction inspection or administration items; then CPH shall bring this situation to the CITY's attention and shall furnish services as may be agreed upon per a negotiated change in the authorized fee. Through on -site observations of the work in progress and field checks of installed work, materials and equipment, CPH shall provide further protection for the CITY against defects and deficiencies in the work, but this inspection and observation work shall not make CPH responsible to find or note all discrepancies in the work nor for the Contractor's failure to perform the construction work in accordance with the plans, specifications or other contract documents unless CPH should have reasonably found or noted such matters. CPH shall, in conjunction with other CITY representatives conduct punch list and final inspections of the in -place work to determine if the work is completed substantially in accordance with the plans, specifications and other contract documents. These inspections shall form the basis for CPH review and recommendation for payment on the Contractor's final pay request. 3.2 Start -Up Services CPH shall provide start-up services to verify that each component is operational within the design requirements. Start-up and training shall be performed in the presence of the CITY and be accepted by the CITY prior to completion. 3.3 Field Inspection Services by Subconsultants CPR's subconsultants shall perform the necessary inspection services to observe construction methods and techniques, field check of installed work, material and equipment to ensure that the CITY is protected against defects and deficiencies in the work. Task 4 — Certification of Completion of Project 4.1 Record Drawings CPH shall review the Contractor provided record drawings and other as -built data for installed facilities and bring any apparent discrepancies between the as -built conditions and the design conditions to the attention of the CITY. CPH shall coordinate with the Contractor's regarding provision of the construction record drawings prior to final on -site inspections and punch list preparation. CPH shall also prepare and furnish to the CITY three signed and sealed sets of record drawings and one electronic copy (PDF or CAD format) of the record drawings showing those changes made during the construction based on the data noted above. 4.2 Certification to the FDEP CPH shall prepare certification of completion package to be submitted to the FDEP and request approval from the FDEP for placing the system into operation. Certification of Completion shall be prepared in accordance with the requirements of the FDEP. Task 5 — Operation and Maintenance Manual 5.1 Operations and Maintenance Manual Preparation CPH shall prepare an Operation and Maintenance Manual using an iPad. Record drawings, Design and equipment data, process schematics, system operation instructions, instructions on maintenance and inspection, etc. shall be downloaded on to an iPad. The operator shall be able to find all information pertaining to the operation and maintenance of the plant. Additional services shall be specifically described in writing and the writing shall be in paragraph form resonably describing those services the CITY can expect CPH to 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 CPH, including services provided by partners, subcontractors, and other supporting professionals, can be provided to the CITY. 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 exhibits, if any, constitutes the entire integrated Agreement between the CITY and CPH 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, if any, 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. 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 of the CITY, a pledge of the 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) CPH shall not have the right to compel the exercise of the ad valorem taxing power of the CITY. Section 5: CPH's Understanding Of Services Required. (a) Execution of this Agreement by CPH is a representation that CPH is familiar with local conditions and with the services to be performed. CPH shall make no claim for additional time or money based upon its failure to comply with this Agreement. CPH 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 components that are properly and customarily 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 this Agreement or a Work Order shall be an affirmative and irrefutable representation by CPH to the CITY that CPH is fully familiar with any and all requisite work conditions of the provisions of the services. M (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 between the parties, or as constituting CPH (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. CPH is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. CPH shall, at all times and in all respects, act as a contractor or consultant and not as CITY staff. (d) Persons employed by CPH in the provision and performance of the services and functions pursuant to 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. 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 persons executing this Agreement for CPH certifies /certify that they are authorized to bind CPH fully to the terms of this Agreement. (b) This Agreement is for services pertaining to various and diverse engineering services as that term is statutorily defined and as needed for the CITY's operations, programs and projects as set forth herein and as otherwise directed by the CITY to include all labor and materials that may be required. CPH shall not engage in any work or provide any services without a contract document authoring, with specificity, such work or services. (c) CPH acknowledges that the CITY may retain other contractors or consultants to provide the same types of services for CITY projects. The CITY reserves the right to select which contractor shall provide services for CITY projects. (d) CPH acknowledges that the CITY has retained other contractors and consultants and the coordination between said contractors and consultants and CPH may be necessary from time -to -time for the successful completion of each Work Order. CPH agrees to provide such coordination as necessary within the Scope of Services of each Work Order. (e) CPH 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 Agreement to 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) CPH shall maintain an adequate and competent staff of professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of the services set forth in this Agreement and in each Work Order. (h) Requirements for signing and sealing plans, reports, and documents prepared by CPH shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (i) CPH 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 Health Act of 1970, from time to time amended and in force on the date hereof. (j) No claim for services furnished by CPH not specifically provided for herein shall or in a Work Order associated with the project be honored by the CITY. Section 7: Codes And Design Standards. (a) All the services to be provided or performed by CPH 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) CPH shall be responsible for keeping apprised of any changing laws applicable to the services to be performed under this Agreement. Section 8: Subcontractors. (a) Any CPH proposed subcontractors or subconsultatnts shall be submitted to the CITY for written approval prior to CPH entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, local business tax proof of payment, and insurance certifications. (b) CPH shall coordinate the provision of services and work product of any CITY approved subcontractor or subconsultant and remain fully responsible for such services and work under the terms of this Agreement. 101 Page (c) Any subcontract shall be in writing and shall incorporate this Agreement and require the subcontractors or subconsultants to assume performance of CPH duties commensurately with CPH's duties to the CITY under this Agreement, it being understood that nothing herein shall in anyway relieve CPH from any of its duties under this Agreement. CPH shall provide the CITY with executed copies of all subcontracts. Section 9: Assignability. CPH 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 / Implementation Schedule Of Agreement. (a) CPH shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and the commencement of pertinent construction activities and, otherwise, upon execution of a Work Order. The CITY may seek other firms to provide the same services. (b) CPH and the CITY agree to make every effort to adhere to the schedules established for the project and the various Work Orders as described in each Work Order. However, if CPH 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 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 inactions or actions of CPH and beyond CPH'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 CPH shall 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) Unless terminated, this Agreement shall be in effect until the subject project is fully completed and implemented. (b) This Agreement and any Work Order may be terminated as set forth herein. 11 1 Page Section 12: Description Of Services. (a) CPH agrees to perform various and diverse engineering services as that term is statutorily defined all in accordance with this Agreement and any related Work Orders issued by the CITY to CPH from time -to -time. (b) CPH shall diligently and in a professional and timely manner perform and provide the services contemplated by this Agreement in a plenary manner. Unless modified in writing by the parties hereto, the duties of CPH shall not be construed to exceed the provision of the services pertaining to this Agreement. All services shall be provided in accordance with the requirement for honest services. Section 13: CPH Responsibilities. (a) CPH shall be fully responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by CPH under this Agreement as well as the conduct of its staff, personnel, employees, and agents. CPH shall work closely with the CITY on all aspects of the provision of the services. With respect to services, CPH shall be responsible for providing honest services and the 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 CPH under this Agreement. CPH shall, without additional compensation, correct or revise any errors or deficiencies in its plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. (b) CPH shall furnish a Designated Representative to administer, review, and coordinate the provision of services under each Work Order. (c) Neither CITY review, approval, or acceptance of, nor payment for, any of the 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. CPH shall be and shall remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by CPR's negligent or improper performance or failure to perform any of the services furnished under this Agreement. (d) The rights and remedies of CPH provided for under this Agreement, are in addition to any other rights and remedies provided by law. (e) In the event CPH fails to comply with the terms and conditions of this 121 Page Agreement, the CITY shall notify CPR's Designated Representative in writing so that CPH may take remedial action. (f) Time is of the essence in the performance of all services provided by CPH 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 CPH in a timely fashion at no cost to CPH as set forth in this Agreement. (b) The CITY shall furnish a CITY Designated Representative to administer, review, and coordinate the provision of services under this Agreement and each Work Order that may be issued by the CITY. (c) The CITY shall make CITY personnel available where, in the CITY's opinion, they are required and necessary to assist CPH. The availability and necessity of said personnel to assist CPH shall be determined solely at the discretion of the CITY. (d) The CITY shall furnish CPH 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 CPH 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 CPH. CPH shall be responsible for all professional services provided on the basis of such data. (e) The CITY shall examine all CPH 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 CPH. (f) The CITY shall provide access to and make provisions for CPH to enter upon public and private lands as required for CPH 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 respect to any and all materials and other matters pertinent to the services covered by this Agreement. (h) The CITY shall give written notice to CPH whenever the CITY Designated Representative knows of a development that affects the services provided and performed under this Agreement, timing of CPH's provision of services, or a defect or change necessary in the services of CPH. 131 Page (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. (j) 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 Agreement or the responsibilities of CPH 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. (1) 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 CPH shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by CPH's negligent or wrongful 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 Consutant's services or have been created during the course of CPH's performance under this Agreement shall become the property of the CITY after final payment is made to CPH. (n) In the event the CITY fails to comply with the terms and conditions of this Agreement, CPH shall notify the CITY's Designated Representative in writing so that the CITY may take remedial action as it deems appropriate. 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. 141 Page 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 of them, is delayed or prevented by force majeure. Section 17: Standards Of Conduct. (a) CPH warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CPH, to solicit or secure this Agreement and that CPH has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for CPH, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making this Agreement. (b) If the CITY determines that any employee or representative of CPH 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 CPH, in writing. CPH shall immediately remove such employee or representative of CPH from such assignment. (c) CPH hereby certifies (in this 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 CPH, or any interest in property that CPH may have. CPH further certifies that any conflict of interest that arises during the term of this 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. CPH shall fully disclose design errors that may be discovered during the course of the work related to this Agreement. (d) CPH 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 or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. CPH shall provide honest services to the CITY and shall not attempt to cause any CITY official or employee to act in a manner that is not consistent with the public interest. (e) The CITY will not intentionally award publicly- funded contracts to any contractor or 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 151 Page (INA)]. The CITY shall consider the employment by CPH of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by CPH 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) CPH 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) CPH 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 CPH or an affiliate is placed on a discriminatory vendor list, such action may result in termination by the CITY. CPH shall certify, upon request by the CITY that it is qualified to submit a bid under Section 287.134 (2) (c), Florida Statutes, relating to public entity crimes. (i) If CPH 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. CPH shall certify, upon request by the CITY, that is qualified to submit a bid under Section 287.133(2)(a), Florida Statutes, relating to public entity crimes. (j) CPH shall certify, upon request by the CITY, that CPH maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. (k) CPH agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the CITY. CPH agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment will ensure compliance with any and all employment safety, environmental and health laws. (1) If applicable, in accordance with Section 216.347, Florida Statutes, CPH shall not use funds provided by this Agreement for the purpose of lobbying the Legislature, the Judicial Branch, or State Agency. (m) CPH shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. CPH shall coordinate all publicity relative to the project with the CITY. (n) CPH shall ensure that all services are provided to the CITY after CPH has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents. 161Page (o) CPH shall ensure that all taxes due from CPH are paid in a timely and complete manner including, but not limited to, the CITY's local business 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 300 North Park Avenue Sanford, Florida 32771 With a copy to: Purchasing Manager 300 North Park Avenue Sanford, Florida 32771 (2) For CPH: David Gierach, P.E., President/Director 500 West Fulton Street Post Office Box 2808 Sanford, Florida 32772 -2808 (c) Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. CPH 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 CPH to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. 171 Page Section 19: Designated Representatives. (a) The City Manager or the 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 the 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 CPH; (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 CPH whenever the CITY knows of a defect or change necessary in the project; and (c) Until further written notice, the CITY's Designated Representative for this Agreement is: Utility Director City of Sanford 300 North Park Avenue Sanford, Florida 32771 (d) Until further written notice, CPH's Designated Representative for this Agreement is: David Gierach, P.E., President/Director 500 West Fulton Street Post Office Box 2808 Sanford, Florida 32772 -2808 Section 20: Notice To Proceed; Work Orders. (a) The provision of services to be performed under this Agreement may commence upon the issuance of a Notice to Proceed relating to the construction work or any similar authorization to commence work under the project or a Work Order issued by the CITY to CPH relating to additional work. Each Work Order shall reference this agreement by title and date, include a detailed description of quantities, services, and a completion 181Page schedule, and shall be provided on CPH letterhead. Services described in a Work Order shall commence upon the date established in the Work Order. (b) The services required to be performed by a Work Order shall be clearly defined, and the Work Order shall be issued on a "Fixed Fee" basis. CPH shall perform all services required by the Work Order but in no event shall CPH be paid more than the negotiated Fixed Fee amount stated therein. (c) CPH agrees to adhere to the schedules established in the various Work Orders issued under this Agreement. (e) CPH 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. Section 21: Change Orders. (a) The CITY may revise the Description of Services set forth in this Agreement or in any particular Work Order. (b) Revisions to this Agreement or 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 of the change on unchanged goods and /or work, including all direct and indirect costs of whatever nature, and all adjustments to CPH schedule. (c) If instructed by the CITY, CPH 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 CPH, CPH may be entitled to additional compensation. CPH 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. 19_1 Page Section 22: Compensation. (a) Payment for services set forth in the description of services set forth in the definitions to this Agreement and any and all expenses of CPH relating thereto are as set forth below in this Subsection. CPH agrees to perform the work outlined in the description of services for a "fixed" fee as indicated in the following table: Task 2 Submittal Review $80,395.00 Task 4 Project Certification of Completion 11 $16,580.00 The "fixed" fee identified above is based on CPH commencing the Work required by the Project Manual /Contract Documents and the description of services herein within ten calendar days after the date of the Notice to Proceed and "substantially" completing the project work within three hundred sixty -five consecutive calendar days, and "finally" completing the work within three hundred ninety -five consecutive calendar days. Should the project be delayed or extended beyond the final completion time identified above, a modification of the scope of services and fee will be required. Charges for the services rendered by principals and employees as witnesses in any litigation, hearing or proceeding will be computed at a rate of $1,250 per day or any portion thereof (but compensation for time spent in preparing to appear in any such litigation, hearing or proceeding will be computed in accordance with the payment method as set forth herein). Professional services not identified herein, can be provided at a later date and for an additional fee, upon approval of the CITY. (b) Compensation to CPH for the services performed on each Work Order shall be as set forth the Work Order /Change Order. (c) 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. 201 Page (d) Work performed by CPH without written approval by the CITY's Designated Representative shall not be compensated. Any work performed by CPH without approval by the CITY is performed at CPH's own election. (e) In the event the CITY fails to provide compensation under the terms and conditions of this Agreement, CPH shall notify the CITY's Designated Representative in order that the CITY may take remedial action. (f) Hourly rates to be paid to CPH under a Work Order issued under this Agreement shall be as negotiated by the CITY and CPH and incorporated into the Work Order. Section 23: Invoice Process. (a) Payments shall be made by the CITY to CPH when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. CPH shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of CPH, Work Order Number, 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) CPH will be notified of any disputable items contained in invoices submitted by CPH within fifteen days of receipt by the CITY with an explanation of the deficiencies. (d) The CITY and CPH shall make every effort to resolve all disputable items contained in CPH's invoices. (e) Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include a Project Status Report for the period being billed. (f) The Florida Prompt Payment Act shall apply when applicable. (g) Invoices are to be forwarded directly to: Finance Director City Of Sanford 300 North Park Avenue Sanford, Florida 32771 21 1 Page Section 24: Termination Of Agreement. (a) The CITY may terminate this Agreement or any Work Order for convenience at any time. (b) The CITY may also terminate this Agreement upon the CITY determining that any one or more of the following reasons exist: (1) If, in the CITY's opinion, adequate progress under this Agremeent or a Work Order is not being made by CPH; or (2) If, in the CITY's opinion, the quality of the services provided by CPH is /are not in conformance with commonly accepted professional standards, standards of the CITY, the requirements of Federal or State regulatory agencies, and CPH has not corrected such deficiencies in a timely manner as reasonably determined by the CITY; or (3) CPH or any employee or agent of CPH 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 CPH or CPH is not providing honest services to the CITY in any respect; or (4) CPH becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5) CPH violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the CITY's Code of Conduct. In the event of any of the causes described in this Section, the CITY's Designated Representative may send a certified letter requesting that CPH 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 CPH 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 Agreement or the 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 CPH. _221Page Section 25: Termination By CPH For Cause. (a) CPH may terminate this Agreement if the CITY fails to pay CPH in accordance with this Agreement. (b) In the event of either of the cause described in Subsection (a), CPH 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 CPH within fourteen calendar days of the receipt of said show cause notice, CPH 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 CPH of the CITY's intent to terminate. (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 Agreement shall remain in full force and effect as to each /all authorized Work Order(s) that is /are to be continued to completion unless otherwise prescribed by the CITY. 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, payment for the unpaid portion of the services provided by CPH to the date of termination and any additional services shall be paid to CPH. 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 CPH services under this Agreement or any Work Order under this Agreement may be suspended by the CITY at any time. 231Page_ (b) In the event the CITY suspends the performance or provision of CPH's services hereunder, the CITY shall so notify CPH in writing. Such suspension becoming effective upon the date stated in the notice. The CITY shall pay to CPH within thirty days all compensation which has become due to and payable to CPH to the effective date of such suspension. The CITY shall thereafter have no further obligation for payment to CPH for the suspended provision of services unless and until the CITY's designated representative notifies CPH in writing that the provision of the services of CPH called for hereunder are to be resumed by CPH. (c) Upon receipt of written notice from the CITY that CPH's provision of services hereunder are to be resumed, CPH 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. With regard to mediation, the CITY shall select the mediator to handle any proceeding that is designed to resolve a dispute prior to litigation and the parties shall equally share the costs of mediation. (b) CPH agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the CITY in alternative dispute resolution procedures of which CPH had knowledge and failed to present during the CITY's procedures in any respect. (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 mediation after litigation has commenced. 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. 241Page (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 CPH is recognized by the parties to constitute irreparable harm to the CITY. Section 32: Controlling Laws/Venue /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 Agreement shall 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 CPH 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 any one party than against any other party. Section 33: Indemnity. (a) To the fullest extent permitted by law, CPH shall indemnify, hold harmless, and defend the CITY, its agents, servants, officers, officials, and employees, or any 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 act, failure to act, malfeasance, misfeasance, conduct, erroneous design or misconduct of CPH, its agents, servants, officers, officials, employees, or subcontractors. (b) In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to CPH 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 of the CITY as set forth in Section 768.28, Florida Statutes. (d) In claims against any person or entity indemnified under this Section by an employee of CPH or its agents or subcontractors 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 __ __251Page payable by or for CPH or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (e) The execution of this Agreement by CPH shall obligate CPH to comply with the indemnification provision in this Agreement; however, CPH must also comply with the provisions of this Agreement relating to insurance coverages. (f). To the extent that services provided by CPH to the CITY under this Agreement relate to the "planning, design, construction, administration, study, evaluation, consulting, or other professional and technical support services furnished in connection with any actual or proposed construction, improvement, alteration, repair, maintenance, operation, management, relocation, demolition, excavation, or other facility, land, air, water, or utility development or improvement," the indemnification set forth herein shall not apply and the limitation of liability set forth in Section 725.08, Florida Statutes, shall be applicable consistent, however, with all terms and conditions of this Agreement. (g). In the event that CPH is providing services as a "design professional ", the indemnification by CPH running in favor of the CITY shall be to the maximum extent permissible under the provisions of Section 725.08, Florida Statutes. The parties acknowledge that CPH provided design services relative to the project and work herein contemplated. Section 34: Insurance. (a) CPH 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: CPH 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: CPH shall provide coverage for all operations including, but not limited to, contractual, independent contractor, products and complete operations and personal injury with limits not less than the following: 261 Page $1,000,000 Bodily Injury and Property Damage - each occurrence $1,000,000 Personal and Advertising Injury - each occurrence $2,000,000 General Aggregate $2,000,000 Products /Completed Operations Aggregates limit $5,000 Medical Payments $100,000 Fire Damage Legal Liability (3) Comprehensive Business Automobile Liability: CPH 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 Liability: CPH shall provide and maintain Professional Liability Insurance Coverage as well as errors and omission insurance in a minimum amount of not less than $1,000,000, protecting CPH against claims of the CITY for negligence, errors, mistakes, or omissions in the performance of services to be performed and furnished by CPH. (5) Other Required Insurance Coverage: 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 CPH shall specifically include the CITY as an additional insured. All insurance minimum coverages extend to any subcontractor, and CPH shall be responsible for all subcontractors. (c) CPH 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 part of this Agreement. Neither approval by the CITY nor failure to disapprove the insurance furnished by a contractor or consultant shall relieve CPH of CPH's full responsibility for performance of any obligation including CPH'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, CPH shall, as soon as CPH has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance coverage provided by 271Page the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CPH has replaced the unacceptable insurer with an insurance rating acceptable to the CITY, CPH 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. (e) CPH shall provide Certificate of Insurance directly to the CITY's Designated Representative. The certificates shall clearly indicate that CPH 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 CPH. There are no third party beneficiaries to this Agreement that have any right against the CITY; provided, however, that the owners of vehicles towed hereunder are considered to be third -party beneficiaries inconsideration of their forbearance in allowing their vehicles to be towed and are declared to have standing to enforce the provisions of this Agreement where the provisions inure to their benefit. It is further understood that such owner shall, upon prevailing, be entitled to recovery of reasonable costs, expenses, and attorney's fees. (h) CPH is an independent contractor and not an agent, representative, or employee of the CITY. The CITY shall have no liability except as specifically provided in this Agreement. (f) All insurance shall be primary to, and not contribute with, any insurance or self- insurance maintained by the CITY. (g) All insurance requirements shall be effectual and run to the benefit of the CITY notwithstanding any statutory limitations relative to indemnification. Section 35: Equal Opportunity Employment/Non- Discrimination. CPH 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 will 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 or termination; 28 1 Page rates of pay or their forms or compensation; and selection for training, including apprenticeship. CPH, 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) CPH 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) CPH 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 of final payment for said services, or date of termination of this Agreement. (c) The CITY reserves the right to unilaterally terminate this Agreement if CPH refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by CPH in conjunction, in any way, with this Agreement. (d) The CITY may perform, or cause to have performed, an audit of the records of CPH 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 CPH and the CITY subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to CPH 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 payment to CPH. Conduct of this audit shall not delay final payment as required by this Section. (e) In 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 CPH 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, CPH shall refund such overpayment to the CITY within thirty days of notice by the CITY of the request for the refund. 29 1 P_a g e (g) CPH agrees to fully comply with all State laws relating to public records as determined by the CITY. (h) CPH 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: Counterparts. 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: Exhibits. Each exhibit, if any, referred to and attached to this Agreement is an essential part of this Agreement. The exhibits, if any, and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Agreement. The CITY shall determine the contents of this Agreement relative to exhibits. 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 official action and CPH signing by and through its duly authorized corporate officer having the full and complete authority to execute same. Attest. Li da M. Gardner Secretary/Treasurer Attest: ✓Janet Dougherty, Ctfy Clerk s to form. liam L. Colbert City Attor e loadlE- X'Ca lqr—A CPH Engineers, Inc. By:z��/ Davi A. Gierach, P.E. President Dal Lit. By: Jef Dal 301 Page OP ID: E1 '4` °ROf CERTIFICATE OF LIABILITY INSURANCE DATE(M28/1YYY) 02/28/13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 407 -644 -5722 Lykes Insurance, Inc. - WP P. O. Box 2703 Fax: 407 - 628 -1363 Winter Park, FL 32790 Mark E. Jackson A129051 CONTACT Erin Johnson NAME PHONE FAX (A/C. No Ex II: 321 -445 -1117 A/C No): E -MAIL ADDRESS: ejohnson@jcj-insurance.com PRODUCER CPHEN -1 CUSTOMER ID #: INSURERS AFFORDING COVERAGE NAIC # INSURED CPH,Inc. CPH Engineers, Inc. 500 West Fulton Street Sanford, FL 32771 INSURER A: RLI Insurance Company 13056 INSURER B INSURER C: $ INSURER D: $ INSURER E: $ INSURER F: $ Cr1VFRArFS CFRTIFICATF Nt1MRFR- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR LT TYPE OF INSURANCE L City of Sanford POLICY NUMBER MMIDD/YYYY MM /DD/YYYY LIMITS GENERAL LIABILITY D:C_�OimMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR EACH OCCURRENCE $ DAMAGE TO HEN I L:D-- PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOG PRODUCTS - COMP /OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE Y OFFICER/MEMBER EXCLUDED' (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH- T E E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liab Claims -made policy RDP0006287 RETRO DATE - 3/3/1981 04101/13 04/01/14 1 Ea claim 2,000,00 lAggregate 2,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: General Engineering /'CDTICI!'ATC Ynl inco CANCFI I ATInN ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Sanford ACCORDANCE WITH THE POLICY PROVISIONS. P. O. Box 1788 AUTHORIZED REPRESENTATIVE Mark E. Jackson A129051 Sanford, FL 32772 -1788 ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Client#: 5132 4CPHENGI ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 1 03/01/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of Florida, Inc. 300 Colonial Center Parkway, Suite 120 NAME: Steve Preston a/CO, No, Ext , 407 - 562 -2500 407 - 562 -2480 E -MAIL P ADDRESS: Steve. reston willis.com Lake Mary, FL 32746 INSURER(S) AFFORDING COVERAGE NAIC # 407 - 562 -2470 INSURER A: Continental Insurance Company 35289 INSURED INSURER B: Transportation Insurance Co 20494 CPH Inc dba CPH CPH Engineers Inc dba CPH FCCI Insurance Company INSURER C : p Y 10178 INSURER D: Valley Forge Insurance Company 20508 P.O. Box 2808 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC JECT PRODUCTS - COMP /OPAGG Sanford, FL 32772 -2808 INSURER E $ INSURER F AUTOMOBILE LIABILITY ALL OWNED SCHEDULED AUTOS AUTOS IX ANY AUTO HIRED AUTOS X NON -OWNED AUTOS COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM /DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F—xl OCCUR Y Y C4026882477 AM Best A XV 4/01 /2013 04/01/2014 EACH OCCURRENCE $1,000,000 PREMISES (ERENTED r nce ) $300,000 MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC JECT PRODUCTS - COMP /OPAGG $2,000,000 $ D AUTOMOBILE LIABILITY ALL OWNED SCHEDULED AUTOS AUTOS IX ANY AUTO HIRED AUTOS X NON -OWNED AUTOS Y Y C4026882463 AM Best A XV 4/01/2013 04/01/2014 enlINGLELIMIT Eeacccd S $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ E ZtDAMAGE PeOr a R- $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP4026882494 AM Best A XV 4/01/2013 04/01/2014 EACH OCCURRENCE $5000000 AGGREGATE s5,000,000 DED I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? IW (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA Y 001 WC13A12510 AM Best A- IX 1101/2013 01/01/201 X WC STL MU- ORTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: General Engineering City of Sanford is named as additional insured. GERTIFIGATE HULUER IL AN%,CLLA I IVIY SHOULD TI H ABOVE DESCRIBED IE B City of Sanford THE EXPIRATION DATE THEREOF, NOTICE WILL BE CANCELLED BEFORE DELIVERED N P. O. Box 1788 ACCORDANCE WITH THE POLICY PROVISIONS. Sanford, 32772 -1788 AUTHORIZED REPRESENTATIVE W Iy00 -AV IV MI. VRL! NVRr V1[M 11V1\. P%II 119111.* 1CJCIYCY. ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S420943/M420795 DOSBO City of Sanford, Florida INSURANCE REQUIREMENTS OUTLINED BELOW APPLICABLE TO CONTRACTS FOR SERVICES WHEN THE CONTRACTOR PERFORMS ON OR OFF CITY PREMISES • MP- 11012: When contract cost not to exceed $600,000,180 days and no unusual hazards exist 1. Vendor, Contractor, bidder shall provide, to the City of Sanford "City," prior to commencing any work, a Certificate of Insurance which verifies coverage in compliance with the requirements outlined below. Any work initiated without completion of this requirement shall be unauthorized and the City will not be responsible (Ref: items 17 and 18, standard terms and conditions included with City of Sanford Purchase Order). 2. The City reserves the right, as conditions warrant, to modify or increase insurance requirements outlined below as may be determined by the project, conditions and exposure. Outline of Requirements: Certification: 1 of 3 Insurance Requirements UP TO VENDOR POLICY LIMITS, BUT COVERAGE REQUIRED WITH MINIMUM POLICY LIMITS OF: Workers' Compensation Employers Liability $ 500,000 *Certificates of exemption are not acceptable in lieu of workers Each Accident $ 500,000 compensation insurance Disease $ 500,000 Commercial General Liability shall include- Bodily injury liability, Property Damage liability; Personal Injury liability and $ 1,000,000 Per Occurrence Advertising injury liability Coverages shall include: Premises/ $ 1,000,000 General Aggregate Operations; Products/Completed Operations, Contractual liability- Independent Contractors, Explosion; Collapse; Underground Comprehensive Auto Liability, CSL, shall include "any auto' or $ 1,000,000 Combined Single Limit shall include all of the following: owned, leased, hired, non -owned $ 1,000,000 General Aggregate autos, and scheduled autos. Professional Liability (when required) $ 1,000,000 Minimum Builder's Risk (when required) shall include theft, sinkholes, off site storage, transit, installation and equipment breakdown. Permission to occupy shall be included and the policy shall be 100% of completed value of additions endorsed to cover the interest of all parties, including the City of and structures Sanford all contractors and subcontractors Garage Keepers (when required) $1,000,000 Aggregate: No per vehicle maximum preferred Garage Liability (when required) $1,000,000 Combined Single Limit $1,000,000 General Aggregate Certification: 1 of 3 Insurance Requirements It is noted that the City has a contractual relationship with the named vendor, contractor or provider (collectively referred hereinafter as Contractor) applicable to a purchase order, work order, contract or other form of commitment by the City of Sanford, whether in writing or not and has no such contractual relationship with the Contractor's insurance carrier. Therefore, the onus is on the Contractor to insure that they have the insurance coverage specified by the City to meet all contractual obligations and expectations of the City. Further, as the Contractor's insurance coverage is a matter between the vendor and its insurance carrier, the City will turn to the Contractor for relief as a result of any damages or alleged damages for which the Contractor is responsible to indemnify and hold the City harmless. It is understood that the Contractor may satisfy relief to the City for such damages either directly or through its insurance coverage; exclusions by the insurance carrier not withstanding, the City will expect relief from the Contractor. • The insurance limits indicated above and otherwise referenced are minimum limits acceptable to the City. Also, all contractor policies shall to be considered primary to City coverage and shall not Contain co- insurance provisions. • All policies, except for professional liability policies and workers compensation policies shall name the City of Sanford as Additional Insured,. • Professional Liability Coverage, when applicable, will be defined on a case by case basis. • In the event that the insurance coverage expires prior to the completion of the project, a renewal certificate shall be issued 30 days prior to said expiration date. • All limits are per occurrence and must include Bodily Injury and Property Damage. • All policies must be written on occurrence form, not on claims made Form, except for Professional liability. • Self insured retentions shall not be allowed on any liability coverage . • In the notification of cancellation: The City of Sanford shall be endorsed onto the policy as a cancellation notice recipient. Should any of the above described policies be cancelled before the expiration date thereof, notice shall be delivered to the City of Sanford in accordance with the policy provisions. • All insurers must have an A.M. Best rating of at least A -VII. • It is the responsibility of the Contractor to responsible to ensure that all Subcontractors retained by the Prime Contractor shall provide coverage as defined herein before and after and are the responsibility of said Prime Contractor in all respects. • Any changes to the coverage requirements indicated above shall be approved by the City of Sanford, Risk Manager • Address of "Certificate Holder" is: City of Sanford; Attention: Purchasing Manager; P.O. Box 1788 (300 N Park Avenue); Sanford, FL 32771 Phone: 407.688.5028/5030 FAX: 407.688.5021 • All certificates of insurance, notices, etc. must be provided to the above address. Certification: The Undersigned accepts and agrees to meet all of the insurance coverage requirements, terms, conditions and certification(s) stated herein before and after and further agrees to maintain and provide the designated coverage during the life of the identified document. Also, when the coverage requirements stated herein before and after are specifically referenced by 2 of 3 Insurance Requirements applicable solicitation, purchase order or contract document, those terms, conditions and coverage requirements are incorporated into that document as if fully set forth in verbatim . CPH Engineers, Inc. January 19, 2012 Fi Date Authorized Signature David A. Gierach, P.E. President Printed Name 3 of 3 Insurance Requirements Title N 1 � �� 3 —1877 —`1 CITY COMMISSION MEMORANDUM 13.028 FEBRUARY 1 1, 2013 AGENDA Item No. To: Honorable Mayor and Members of the City 7ements sion PREPARED BY: F. William Smith, Purchasing Manager SUBMITTED BY: N orton N. Bonaparte, Jr., City Manager SUBJECT: Engineering Services during construction oDisinfection By- Product Compliance Impro Project SYNOPSIS: 13 20 i j RM X Approval of engineering services during construction for the "Disinfection By- Product Compliance Improvements Project" (project) is requested. FISCAL/STAFFING STATEMENT: This recommended acquisition of professional services will provide engineering services for the project which are not available "in- house" at an estimated cost of not to exceed $500,000. The expense is being funded by the Florida Department of Environmental Protection State Revolving Fund loan/grant program. BACKGROUND: The solicitation for acquisition of engineering services is governed by the Consultants Competitive Negotiation Act, "CCNA" and staff has acted in compliance with State laws as applicable to this procurement. On November 11, 2012 Solicitation Number RFQ 12/13 -03, was advertised in the Orlando Sentinel and posted on the City's web site to invite all interested firms to compete for this work. It is noted that out of twenty -five firms who downloaded the submission documents applicable to this solicitation, only two firms actually submitted. Attached is a brief report which summarizes the evaluations by the staff committee which evaluated the two responses. LEGAL REVIEW: Documents will be prepared by the City Attorney and processed as he recommends. RECOMMENDATION: It is staff's recommendation that the City Commission approve the ranking of CPH Engineers as number 1 and Reiss Engineering as number 2 and authorize the City Manager to negotiate a contract award in that ranking order which is not to exceed $500,000. ao /Lee- U �0 CITY COMMISSION MEMORANDUM 13.028 FEBRUARY 11, 2013 AGENDA To: Honorable Mayor and Members of the City � PREPARED BY: F. William Smith, Purchasing Manager SUBMITTED BY: Norton N, Bonaparte, Jr., City Manager SUBiECT: Engineering Services during construction of Disinfection By- Product Compliance Inapro) SYNOPSIS: Approval of engineering services during construction Compliance Improvements Project" (project) is requested. FISCAL/STAFFING STATEMENT: iFEB 13 20'13 W .r.M x Item No. 410101 Project the "Disinfection By- Product This recommended acquisition of professional services will provide engineering services for the project which are not available "m- house" at an estimated cost of not to exceed X500,000. The .. ....... . expense is being funded by the Florida Department of Environmental Protection State Revolving Fund loan/grant program. BACKGROUND: The solicitation for acquisition of engineering; services is governed by the Consultants Competitive Negotiation Act, "CCNA" and staff has acted in compliance with State laws as applicable to this procurement. On November 11, 2012 Solicitation Number RFQ 12113 -03, was advertised in the Orlando Sentinel and posted on the City's web site to invite all interested firms to compete for this work. It is noted that out of twenty -five firms who downloaded the submission documents applicable to this solicitation, only two films actually submitted. Attached is a brief report which sununarizes the evaluations by the staff committee which evaluated the two responses. LEGAL REVIEW: Documents will be prepared by the City Attorney and processed as he recommends. RECOMMENDATION: It is staff's recommendation that the City Commission approve the ranking of CPH Engineers as number 1 and Reiss Engineering as number 2 and authorize the City Manager to negotiate a contract award in that ranking order which is not to exceed $500,000.