HomeMy WebLinkAbout2011-247 � a. CIO)
L of �
CONTINUING CONTRACT AGREEMENT — A q j
for
PROFESSIONAL SERVICES
ONAL
THIS CONTINUING CONTRACT AGREEMENT
into a P of this SIt or " Master Agreement" ) , entered
SERVICES ( " Agreement and between INDIAN RIVER COUNTY , a political
day of December f Flby and
(" COUNTY" ) , and CAMP DRESSER & MCKEE ,
subdivision of the State of l
INC . , (" Consultant" ) .
BACKGROUND RECITALS :
A . In accordance with the Consultants' Competitive Negotiations Act , Section
28
7 . 055 , Florida Statutes , the COUNTY has selected Consultant
osaloDprovid certain
,
professional services relating to Public Works , Solid Waste
" Services" as more fully set forth in Exhibit 1
Utilities- Major and Utilities- Minor systems (" Services" )
attached to this Agreement and made a part hereof by this tilitieseMa or and Utilities M nlor
the COUNTY' s operation of its Public Works , SWDD ,
Systems (" Project" ) .
Be The Consultant is willing and able to perform the Services for the
COUNTY on the terms and conditions set forth below ; and
C , The COUNTY and the Consultant wish to enter into this Agreement for the
Consultant' s Services for the Project .
ned
NOW THEREFORE , in accordance with the mutual andvsuffic sufficiency enants herein
whichi
1p are
and other good dnevtluable consideration ,
s followsrece
hereby acknowle gdhe parties agree a
1 . GENERAL .
1 . 1 All professional services provided by the ,Consultant
for the cost effective mannerUNTY ,
be identified in Work Orders and performed m a timely , applicable disciplines
and in accordance with the currentpf of servssional ices standards be performed ; a statement of
Work Orders shall include a description
of deliverables ; proposed schedule for co d
fees a schedule e task based ,sation and wore any
compensation is lump sum maximum amount not t
unt of
he
combination of the foregoing ; a budget establishing trious elemepts of ion to
paid with sufficient detail so as to identify all of the vaerformed by the Consultant ; and
projected schedule for completion of the work to be p
an other additional instructions or provisions relating to the specific Services
Y
authorized pursuant to each Work Order that does not conflict with the terms of this
Agreement .
1
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1 . 2 Whenever the term "Work Order" is used herein , it is intended ' = f
that formal document that is dated ; serially numbered ;
and executed by bo
which the COUNTY accepts
COUNTY and the Consultant by Consultant' s prop �� �.
e
specificrform such S
services and Consultant e llcif ed in this Agreement . Each '
services for the terms and under conditions specified
he COUNTY prior to issuance of the related Noll (
Order must be fully executed by t { �
Proceed .
1 . 3 Services related to any individual Work Order which would m ( i i , r
decrease or which are otherwise outside the scope ho f Stervices r le eluol st i �i .#(i, � i � i�
contemplated by a Work Order shall be Services for this Agreement . All tE r
the prior written approval of the COUNTY as provided by
mance of such Services must be agile d a p
on
the perford when properlin a written dyoauthor s ii
any deviation from the terms of a Work O , amendme
e Consultant and the COUNTY he sole option tf the COUNTY A separatEbecome an il lit I
executed by both th
Consuik
Work Order or a new
theo k Or ,er ,optat tof the COUNTY , be given for each phase, `
to Proceed may ,
services contained in any Work Order hereunder ,
not give rise to any Proceed andl
rights until it
1 .4 Work Order shall specific Work � C
foregoing requirements . Each written Notice to P
addendum to this Agreement .
approved by the COUNTY , shall be an
containetl
d in any Work Order shall conflict with the oerorat ds of t nseagh nil v�duil ' = 1t� Ck. ik
terms of this Agreement shall be deemed to be in p
Order as if fully set forth therein .
1 . 5 A schedule of current hourly billing rates isset forth in Exhibit 2 It � i !
, � d
to this Agreement and made a part hereof by this reference .
1 . 6 It is the intent of the County to enter
greemens mats with by lndi < v. 1 � " � 'tte
de
qualified engineering firms . No representation or guarantee
County as to the minimum or maximum dollar value , volume
of work , or type t rl ,r , > ; if
any , that Consultant will receive during the term of thisAgreements
1 . 7 The Background Recitals are true and correct and form a matei I . It I if ( of
this Agreement .
2 , COUNTY OBLIGATIONS .
2 . 1 The COUNTY will provide the Consultant with a copy of any I ; i ,I 11ii if i .
iry
data or reports available as required in connection with the ework
rightbe p-way ` � i it , I ill
Aer
nil
this Agreement , together with all available drawings , Y 11 he
other documents in the possession of the COUNTY tapprovided .lnent oThe Cr� s it is
Consultant shall satisfy itself as to accuracy
responsible for bringing to the COUNTY ' t that clon , for the ome to the Consultant' sO } , ; 1i , . ; 1 ', ; ". ; 'ion
,
material inconsistencies or errors in such data
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2 . 2 The COUNTY shall arrange for access to , and make provisions 1 {
public and private property (where required ) as neces If
Consultant to enter upon , p on the timely written request of Const lc , I � l _ '
the Consultant to perform its Services , up
COUNTY .
2 , 3 The COUNTY shall promptly execute all permit applications neces
the Project .
204 The COUNTY shall examine any and all studies , reports , ski i i , . . ,
drawings , specifications , proposals and other documents presented by the Coll
and render , in writing , decisions pertaining thereto within a reasonable time .
2 . 5 Approval by the COUNTY of any of the Consultant' s work , inclt.lriff
not limited to drawings , design specifications , written reports , or any work prodf l t >
any nature whatsoever furnished hereunder , shall
not adeqn any uacy of the relieve
work heN 0 � tiCoil ,
+ � f I 'll
i Hit ,
of responsibility for the technical accuracy a q payment for , any of the ! ,
COUNTY ' s review , approval or acceptance of , or pay vy if
furnished under this Jil
Agreement shall be construed ion arising perate as a waiver of out of the performanct�� ii
under this Agreement or of any cause of ac
Agreement . The Consultant shall be and remain liable in accordance
e COUNTY caused by the negligent pert with
aln( IHI
Consultant of a � , � td
laws for all dany aof the Servicess furnished under this Agreement .
2 . 6 The COUNTY reserves the right to appoint one or more Project M , to °„ , is 51 S
for the specific Services in connection with any Work Order . The ProjectMaml ( kI .i ►I> )
( a ) act as the COUNTY ' s agent with respect to the Services rendered hereutp
transmit instructions to and receive information from the Consultant ; ( c ) contf ' , } + { ; ie
ies and decisions to the Consultant
its dudties , respons
the
e
the COUNTY' s policbilkftft i �. tf + d
determine , initially , whether the Consultant is fulf g
obligations hereundern
the
jar
all give prowritten
ofanydevelopmentth ,it Consultant f
2 . 7 The COUNTY sh . '> �+ 4 ( is
the COUNTY observes or otherwise becomes
the timing or delivery of the Consultant' s Servicesi negligence either tant has the Consult it , 1 { ,J,
r� y
in completing its Services through no fault or negl g
sub-consultant , and , as a result , will be unable to perform fully and satisfactc , f fi ; �
9 9 ,. ier
provisions of this Agreement , then the Consultant shall promptly
ytion , and upon the n notify
the l t , � f , � ( ct
the p
Manager . In the COUNTYoie
of evidence of the causes of the delay , the Work Order shall be modified in viiiiii as
set forth in this Agreement , subject to the
COUNTY ' Srights
h this Agreement tf f isf I ' l3 or
stop any or all of the Services at any time
2 . 8 The Consultant shall not be considered indd the l for
ora fatailure tcc ;lf � � f , it � nd
such failure arises out of causes reasif
onably bey
through no fault or negligence of the Consultant . The parties acknowledge tlti a ii 1 k i se
3
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mstances of a similar I %i , it
weather conditions , acts of God , or other unforeself suchuco ditions and circumst < i °
may necessitate modifications to this Agreement .
do in fact occur , then the COUNTY and Consultant shall mutually agree , in wtitil1 i
the modifications to be made to this Agreement .
36 RESPONSIBILITIES OF THE CONSULTANT .
es to perform all necessary professional engitwi it
3 . 1 The Consultant agre . f
ro '
ect design , construction phase services , and other Services in connection wll ¢ � , � � �
p 1
assigned Project(s ) as set forth in the Work Orders and in this Agreemen .
3 . 2 The Consultant will endeavor not to duplicate any previous work tic � i it
any Project . Before execution of a Work Order , the Consultant shall consult calif ;
COUNTY to clarify and define the COUNTY ' s requirements for the Project .
3 . 3 The Consultant agrees to complete the Project within the tines iI tlo
specified in the Work Order .
3 . 4 The Consultant will maintain an adequate staff of qualified personst ( � !
ith all present and future federal , stt , i
3 . 5 The Consultant will comply w ; I I
local laws , rules , regulations , p
olicies , codes , and guidelines applicable to the
performed under this Agreement .
3 . 6 The Consultant , as a part of the consideration hereof , does11
covenant and agree that : ( 1 ) in connection with
e furnishing of
rnishof envlcyE',Iii � It ; the
COUNTY hereunder , no person shall be excluded participation
benefits of , or otherwise subjected to discriminoatii then regard of such persto the (c,, s , . t , , {s, te
entperformed by Consultant under this Agreems cal disabigty , age or sex ; andI l ie
color , creed , national origin , religion , phy
comply with all existing requirements concerning disci in i ; i ion
Consultant shall
imposed by any and all applicable local , state , and federal rules , regal , ttl ; 1s or
guidelines , as such rules , regulations , or guidelines may be from time to time rtl + f
3 . 7 The Consultant shall , during the entire term of this Agreement > + Ire
standing an and all necessary l = = , � 1 i �, , t � s ,
and keep in full force , effect , and good and all other authorizations as rtt , s ti lis ed
registrations , certificates , permits , and anyas
b local , state , or federal law , in order for the shall alsorequire alldsubt cot r � l lti � hiii � � to
Y
described in this Agreement . The Consultant
comply by contract with the provisions of this section .
k it
3 . 8 The Consultant will prepare all necessary forches any regair � � 1 ,) t � ; rall,,
application forms to accompany the COUNTY ' s applications
state , or local permits .
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3 . 9 The Consultant will cooperate fully with
the
a COUNTY in order
phases of the work may be properly scheduled
edy
3 . 10 The Consultant will cooperate and coordinate with other C01
consultants , as directed by the COUNTY .
3 . 11 The Consultant shall report the status of the Services untltki
Agreement to the County Project Manager inspection
ection of the Counton request dy Pro ectld ll d
MMiijif ili I � 11
calculations and related work open to p
his authorized agent at any time , upon reasonable request .
3 . 12 All documents , reports , tracings , plans , specifications , field books
notes and information , maps , contract documents , and other data developed 1
Consultant for the purpose of this Agreement are
ndtained , remain
updat updated ,the
d prav : : � !
roperty
COUNTY . The foregoing items will be created , ma
the format specified by the County . When a be ldeli eredork nto heaCounty Projected under this ttK ij , i 1
; k I �
is complete , all of the above data sh
provided , however , that nothing herein shall be construed as transferring to th (� + 1 i d y
ownership of the Consultant' s pre ,,, existing
emain dh the Consultant s ' details ,
programs , etc . , ownership of which shall
3 . 13 The Consultant will confer with the COUNTY during the 110hif
development of improvements for which the Consultant has provided design ( 1i a ' r
services , and the Consultant will interpret plans and other documents ; correct
and omissions ; and prepare any necessary plan revisions not involving a char ( It
scope of the work required , at no additional cost to the COUNTY , within thli i ,y t
COUNTY , or upon a determinationof s I first Coc� t , � � i sl ll ' if
calendar days of notice by the
the existence of such errors or omissions , whichever event sh
foregoing is not intended to include construction management services provided I ; ;
Consultant .
3 . 14 The Consultant agrees to maintain complete and accurate bot d , o id
11 A
records (" Books" ) , in accordance with sound accounting
Ag
reements l s andoks shalldid � ( l I i 1 j ; gel
Services , costs , and expenditures under this Ag
Services rendered during each month of the Agreement have the right , e dda e and reasonable typf 4` iltd
Project- related expense . The COUNTY shall
through any of its designated agents or representatives ,oaninvoices The CONSULTANT r t i ; t i lin
for the purpose of verifying the accuracy y
the Books , and make them available to the terminationofCOUNTY
Agreement , or such lont li I� ;h Ill i o -if
of three ( 3 ) years after the date of term
required by any federal , state , or other governmental law , regulation i int
� �
requirement .
3 . 15 The Consultant shall not assign or transfer any work under this Alfnt
port � � � of
without the prior written consent of the COUNTY . When applicable and � � �
such consent from the COUNTY , the Consultant shall cause the nanw � the
5
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responsible for the major portions of each se . 1tt
engineering and surveying firms
specialty of the work to be inserted on the reports or other data .
ings
3 . 16 All documents , includigbut to thisoA Iimited to reement are \related eand
xclupsevely �
prepared by the Consultant pursuant9
Services described herein and are not intended or represented to be suitable foo , . t
by the COUNTY or others on any other project . Reuse of any document or t11
nk Tothersnsultant shall not be held liable 1 +
shall be at the COUNTY ' s own ri
he C
modifications made to the docume by
4 . TER A ; TIME FOR COMPLETION .
4 . 1 This Agreement shall remain in effect for a term of three ( 3 ) years
r terminated as provided herein . The Initial Tet w : Y ; . + l,s
Term " ) , unless otherwise soone
be extended by the COUNTY for a maximum of three ( 3 ) years ( " Extension Ternr I I
decision to exercise an extension option for the Extension Term shall be at tl i ;
discretion of the County . The Consultant shall be notified in writing of the it h . , t I , )
extend the Agreement at least ninety ( 90 ) days before the expiration of this Agra . ; I ,
The Extension Term , if any , is subject to sooner termination in accordance will i
terms of this Agreement .
4 . 2 The time for completion of each Project shall be defined in til +
Order .
5 . COMPENSATION .
5 . 1 The COUNTY shall pay to the Consultant a mutually agreed rlpt , i ,
sum or maximum amount nomo- exceed professional fee for each task in lhi vvi , l k
Order , to be paid in monthly installments or on a deliverable basis , all as set tt } M
; II a
Work Order . Duly certified invoices ,
in triplicate , phased as per the Work Ordh : , ll
be submitted to the County Project Manager , in detail sufficient for proper pr ( 11 oIt
and post payment audit . Upon submittal ofaroper thereofvhave oict beeno s t � � l q i + �; i DIY
Manager will determine if the tasks portions
completed . Upon a determination oadetiAllctarme tsportsenrvices shall b�� � + Is . , i� lft � Sto
Manager will authorize payment to be m p Y
the Consultant by the COUNTY in accordance with the Local Government s ' ItiilIlpt
Payment Act , as may be amended from time to time ( Section 218 . 70 , Florida
et seq . ) .
561 . 1 The Consultant shall include on the invoices any identifiable t , , I t in ,
meals and lodgings , taxi fares and miscellaneous travel - connected exp , i 2 for
Consultant' s personnel subject to the limitations of F . S . section 112 . 061 , tie
amended from time to time . Travel expenses , if any , shall not be on a direct. l ; , i
t . + ; is
by the COUNTY . Notwithstanding the foregoing , the Consultant acknowlc ) + i , = ted
agrees that it will not be reimbursed for any travel within Indian River County .. t - , , l
: s ° ter
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a Consultant arrives from outside of Indian River County , and where a Cont > c � ` l
maintains an office in Indian River County .
501 . 2 The COUNTY shall make direct payment of all permit fees it
regulatory agencies for approvals directly attributable to
foe Services const uctd' er the
r7tl i
These permit fees do not include those permits required
5 . 2 The COUNTY may at any time notifythe
ttheof rCOUNTY cell � .I ,
to the Services under an existing Work Order , and thereupon
Consultant shall execute a mutually agreeable amended Work Order or a new
Order .
5 . 3 The COUNTY shall have the sole Work Order eatrany time and ih w
in part , any portion of the Services under anyand
reason , upon written notice to the Consultant hallspecifyinge
a dde for thee Services lt � li ft
reduction . In such event , the Consultant shall p
performed and also for the Services remainingtothis Agreementbe done s
not recltr i c
eliminated , upon submission of invoices as setforth
5 . 4 The COUNTY may , at any time and for any reason , direct the Cot ; � j . , iA
to suspend Services , in whole or in part under this Agservices shall be reement . Such direction �
': : : ' _ � � , ; �
in writing , and shall specify the period during which
specified , or upon such stop [ ) (
tf s
Consultant shall resume its Services upon the da
as the COUNTY may thereafter specify in writing . Wheexcess ofthe Us x ( 6 ) rT10tl1i ' ` yi ' e
the services under this Agreement for a period in be stlt ; s lO
le
compensation of Consultant for such suspended Services may by the COUh1
modification . The period during hicke of the
this AgreServlementces e stopped
be added to the time of pe
6 . ADDITIONAL WORK .
6 . 1 If services in addition to the Services provided hereunder are + Or
desired by the County in connection with the Project , the COUNTY may , < t � Is � st
, Ile
of this
option of the COUNTY : separately obtain same outside
orb a
Agreement ,
const i � f ' : py Ich
p
the Consultant to provide , either directly by the Consultant
additional services by a new Work Order or by a written amendment to a spc � . ' > � �'w �
� rk
Order .
7 . INSURANCE AND INDEMNIFICATION .
ilas
7 . 1 The Consultant shall not commencement and ork on tsuch his Agreement
nsuranntcs i lien
obtained all insurance County ' s Risk Managers
equired under this Agree
approved by the Y
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7 . 2 Consultant shall procure and maintain , for the duration of this Agrecsi l � t
the minimum insurance coverage as set forth herein . The cost of such insuranck i ii
be included in the Consultant' s fee :
7 . 2 . 1 Workers ' Compensation : Workers ' Compensation as required hi
State of Florida . Employers ' Liability of $ 100 , 000 each accident , $ 500 , 000 ( 11 , ,
policy limit , and $ 100 , 000 disease each employee .
7 . 2 . 2 General Liability : commercial general liability coverage , irtc is
contractual liability and independent contractor , with a minimum combined single It , 11f
$ 100 , 000 per occurrence and personal injury coverage of $ 50 , 000
7 . 2 . 3 Business Automobile Liability : owned , hired , and non -owned vehicl ,. d
minimum combined singlebodilmit of $ 100 , OUO per occurrence and in ' ur and property damage for owned and � l
ortd
coverage of $ 50 , 000 fo Y injury
vehicles .
7 . 2 . 4 Professional Liability Insurance : providing coverage for negligetil i : .
errors , or omissions committed by Consultant with a limit of $ 1 , 000 , 0 ( ) ' ' ( ; t
claim/annual aggregate . This insurance shall extend coverage to loss of ir, ( ' ' I ' (
earning , profit , use , and business interruption , cost of replacement power ,
special , indirect , and consequential damages .
7 . 3 Consultant' s insurance coverage shall be primary .
7 . 4 All required insurance policies shall be placed with insurers licenst A i
business in Florida and with a Best ' s rating of A VII or better .
7 . 5 The insurance policies procured shall be occurrence forms , not SII , ti
made policies with the exception of professional liability .
7 . 6 A certificate of insurance shall be provided to the County ' s Risk rJ % I1 141+ 4
for review and approval , ten ( 10 ) days prior to commencement of any work m o k ll ) ,
Agreement . The COUNTY shall be named as an additional insured on all i , it s
except workers ' compensation and professional liability .
7 . 7 Should any of the policies be cancelled before the expiration ! 1 . ( d)
notice will be delivered in accordance with the policy provisions . Engineer shAl ( > > le
Notice to Owner at any time Engineer becomes aware of any cancellation or
change in the above insurance policies .
7 . 8 Consultant shall include all sub-consultants as insured under its p , i ; , or
shall furnish separate certificates and endorsements for each sub - consult u l II
coverages for sub - consultants shall be subject to all of the requirements stated I
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7 . 9 The COUNTY , by
trough its Risk Manger reserves t1w
periodically to review any and llnpoliches of insurance and aeasonaby to adltl
limits of coverage required hereunder , from time to time throughout the term t
Agreement . In such event , the COUNTY shall provide the Consultant with s ( : l
written notice of such adjusted limits and Consultant shall comply within thirty ( 30
of receipt thereof . The failure n bultantConsultant
shal provide
groundsadditional
to m sat on ( lri :` i
constitute a default by Co
Agreement by the COUNTY .
7 . 10 The Consultant shall indemnify and hold harmless the COUNTY , II , ,
officers and employees , from liabilities , damages , losses , and costs , including , hm III !
limited to , reasonable attorneys ' fees , to the extent caused by the necjll + I ; .
recklessness , or intentionally wrongful conduct of the Consultant and other p I
employed or utilized by the Consultant in the performance of this Agreement .
8 . TERMINATION .
8 . 1 This Agreement may be terminated : ( a ) by the COUNTY , for any ri l
upon thirty ( 30 ) days' prior written notice to the Consultant ; or ( b ) by the Consult , 110 11
, i
any reason , upon thirty ( 30 ) days ' prior written notice to the COUNTY ; or
mutual Agreement of the parties ; or d ) as may otherwise be provided below li il1
event of the termination of this Agreement , any liability of one party to the other , si l ,
ii h j
out of any Services rendered , or for any act or event occurring prior to the terrrtlr iiIt ) !
shall not be terminated or released .
8 . 2 In the event of termination by the COUNTY , the COUNTY' s sole ohli , I , Al. , I I
to the Consultant shall be payment for those portions of satisfactorily completc � 1 {.
previously authorized by approved Work Order . Such payment shall be determ
the basis of the hours of work performed by the Consultant , or the percentage
complete as estimated by the Consultant and agreed upon by the COUNTY ul , iii
time of termination . In the event of such termination , the COUNTY may , without ; ; ,
or other obligation to the Consultant , elect to employ other persons to perform tt1
or similar services .
8 . 3 The obligation to provide services under this Agreement w iv I > <'
terminated by either party upon seven ( 7 ) days pa�cordatnce with the terrrl � , ft � �illls
substantial failure by the other party to perform
Agreement through no fault of the terminating party .
8 . 4 In the event that the Consultant merges with another company , ► > > 1I s { s
a subsidiary of , or makes any other substantial change in structure , the C ' r .► i Y
reserves the right to terminate this Agreement in accordance with its terms .
8 . 5 In the event of termination of this Agreement , the Consultant , � to
surrender any and all documents prepared by the Consultant for the CC? t H, i I ' ' in
connection with this Agreement .
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8 . 6 The COUNTY may terminate this Agreement for refusal by the Coil
. ; w ;
to allow public access to all documents , papers , letters , or other material subject ; ; i „
provisions of Chapter 119 Florida Statutes and made or received by the Consult , d
conjunction with this Agreement .
8 . 7 The COUNTY may terminate this Agreement in whole or in part
Consultant submits a false invoice to the COUNTY .
9 . TRUTH -IN - NEGOTIATION CERTIFICATE • CONTINGENCY FEES .
9 . 1 Execution of this Agreement by the Consultant shall act as the e ( (
of a truth - in - negotiation certificate certifying that the wage rates and costs tl
determine the compensation provided for in this Agreement are accurate , comp ) + ' a l
current as of the date of the Agreement and no higher than those chard ( , t I
mer for the same or substantially similar servi ( : ( �
Consultant' s most favored custo
costs shall be adjusted to exclude any significant sums she � ui ; t s i it
wage rates and
COUNTY determine that the wage rates and costs were increased due to inae < _ � , t ,
incomplete or noncurrent wage rates or due to inaccurate representations of ft t l i � t
to outside consultants . The COUNTY shall exercise its rights under this " Certir , 3 df
within one ( 1 ) year following final payment . COUNTY has the authority and ilii it 1
audit Consultant' s records under this provision . The COUNTY does not hereby4 . oi ; ,
any other right it may have pursuant to Section 287 . 055 , Florida Statutes , as it It €
;
from time-to-time amended .
9 . 2 Pursuant to the Consultants ' Competitive Negotiations Act , F . S tit It
287 . 055 , the Consultant warrants that it has not employed or retained any coral ) , it ! %Vf
person other than a bona fide employee working solely for the Consultant to � ; _ , ii , it1
; r
secure this Agreement and that it has not paid or agreed to pay any company of i i I t
other than a bona fide employee working solely for the Consultant any fee , con ill
percentage fee , gifts or any other considerations , contingent upon or resulting It 2i is it
award or making of this contract . For breach of violation of this provision , the C ( 1 � !
shall have the right to terminate this Agreement without liability and , at its disc .
deduct from the contract price , or otherwise recover , the full amount of lAo it t ,
commission , percentage , gift , or consideration .
10 . MISCELLANOUS PROVISIONS .
10 . 1 Independent Contractor . It is specifically understood and ackrlov . I ' , ; t t ° d
by the parties hereto that the Consultant or employees or subconsultantk , tie
Consultant are in no way to be considered employees of the COUNTY ,
independent contractors performing solely under the terms of the Agreemel } t i I , , ,t
otherwise .
10 . 2 Merger Modification . This Agreement incorporates and include
and contemporaneous cable gotthe matters contained ed herein anrd the E
partes , tl�� ii � + tt ' � � , It
understandings app
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there are no commitments , agreements , or understandings of any nature what t
concerning the subject matter of the Agreement that are not contained in this dot i it
Accordingly , it is agreed that no deviation from the terms hereof shall be predl ( lit { �
upon any prior or contemporaneous representations or agreements , whether I < <
written . No alteration , change , or modification of the terms of this Agreement
valid unless made in writing and signed by the Consultant and the COUNTY .
10 . 3 Governing La) This Agreement , including all attachments I1 {
shall be construed according to the laws of the State of Florida . Venue for any 1 1 ... .: t i1
brought by either party against the other party or otherwise arising out of this Agrf � i 1' t== 1
shall be in Indian River County , Florida , or , in the event of federal jurisdiction ; 11
United States District Court for the Southern District of Florida .
10A Remedies ; No Waiver . All remedies provided in this Agreement sl E . 111 I
it
deemed cumulative and additional , and not in lieu or exclusive of each other or 11
other remedy available to either party , at law or in equity . Each right , pow ( ; t i
remedy of the parties provided for in this Agreement shall be cumulative and coat
and shall be in addition to every other right , power or remedy provided for , , ; 1111
Agreement or now or hereafter existing at law or in equity or by statute or othc 1
�,- ,; t ,
The failure of either party to insist upon compliance by the other party with 11if
obligation , or exercise any remedy , does not waive the right to so in the ev ( iw : I ; +
continuing or subsequent delinquency or default . A party ' s waver of one Oi
defaults does not constitute a waver of any other delinquency or default . If (emir ; ii
action or other proceeding is brought for the enforcement of this Agreement or hi r „ i
of an alleged dispute , breach , default or misrepresentation in connection will , Illy
provisions of this Agreement , each party shall bear its own costs .
10 . 5 Severability . If any term or provision of this Agreement or the apijhl . : 11I ) rt
thereof to any person or circumstance shall , to any extent , be held ir1v , t . . i jr
unenforceable for the remainder of this Agreement , then the application of such f r
provision to persons or circumstances other than those as to which it is held it i o I tr
unenforceable shall not be affected , and every other term and provision tri ! iw ;
Agreement shall be deemed valid and enforceable to the extent permitted by law
10 . 6 Availability of Funds . The obligations of the COUNTY orris i11c >
Agreement are subject to the availability of funds lawfully appropriated for its poll i Y
the Board of County Commissioners of Indian River County .
10 . 7 No Pledge of Credit . The Consultant shall not pledge the Cot i1 1 I Y s
credit or make it a guarantor of payment or surety for any contract , debt , cit i
judgment , lien or any form of indebtedness .
10 . 8 Public Records . The Consultant shall comply with the prove , , , , i , ' . < �f
Chapter 119 , Florida Statutes ( Public Records Law ) in connection with this Agri # i , 1i 111
11
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act 2011 \Consu tantAgreements\CDM Contract Agreement R vot tdoc' ng C, ; ,
10 . 9 Notices : Any notice , request , demand , consent , approval , or
communication required or permitted by this Agreement shall be given or nl ;
writing and shall be served , as elected by the party giving such notice , by any ;
i
following methods : ( a ) Hand delivery to the other party ; ( b ) Delivery by conutl
overnight courier service ; or ( c ) Mailed by registered or certified mail ( postage pI ( , I
return receipt requested at the addresses of the parties shown below :
County : Indian River County
Attn : Attn : Michael Hotchkiss , P . E .
1801 27th Street
Vero Beach , FL 32960- 3365
Facsimile : ( 772 ) 770 - 5143
Consultant : Camp Dresser & McKee , Inc .
Attn : Eric Grotke , P . E .
1701 Highway A- 1 -A , Suite 301
Vero Beach , FL 32963
Notices shall be effective when received at the address as specified
Facsimile transmission is acceptable notice effective when received , provided , llovvi ,J , � i
that facsimile transmissions received ( i . e . , printed ) after 5 : 00 p . m . or on weeks
holidays , will be deemed received on the next day that is not a weekend d ( k.li .
holiday . The original of the notice must additionally be mailed . Either party may c i ,:
its address , for the purposes of this section , by written notice to the other party ii , Ji 11
itl
accordance with the provisions of this section .
10 . 10 Survival . Except as otherwise expressly provided herein , each ohl1 i itli d I
in this Agreement to be performed by Consultant shall survive the termin , , ili d ; Iii
expiration of this Agreement .
10 . 11 Construction . The headings of the sections of this Agreement are
purpose of convenience only , and shall not be deemed to expand , limit , or mc41 i1i .
provisions contained in such Sections . All pronouns and any variations thereon , i 1 . i i , t
deemed to refer to the masculine , feminine or neuter , singular or plural , as the ii i ,
. 1 it fly
of the party or parties may require . The parties hereby acknowledge and agit _ 0I
each was properly represented by counsel and this Agreement was negoti (ellikii
drafted at arm ' s- length so that the judicial rule of construction to the effect th . 11 1 . 11
document shall be construed against the draftsperson shall be inapplicablf
Agreement
10 . 12 Counterparts , This Agreement may be executed in one i
counterparts , each of which shall be deemed to be an original copy and all i i ; i 11
shall constitute but one and the same instrument .
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IN WITNESS WHEREOF the parties hereto have executed this Agreemcttl
the date first written above .
Consultant : ( insert name ) INDIAN RIVER COUNTY
By its Board of County Commission ( 41
By By Misfe " s •..
• � Gary C . W eler . Chairman /�yF9;
Printed nam : i r' � ,�•,
Title : 6900 ice- � *
Date Approved by BCC : 1 2 / 06 / lxi't: _
Date _ t 8 1 t °
,r
Attest : K rton , C00
0000
wo
y -
Deputy Cler
Approved :
tproved
ird
nistrator
to form and legal
sufficiency :
ACanP ackwich
Count mey
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Exhibit 1
List of potential Public Works , SWDD , Utilities- Major and Utilities- Minor project categori ( i �
Capital Improvement Projects ( CIP ) .
• Operating and Maintenance Projects ( O & M ) .
• Miscellaneous General Plant- related and Landfill - related Engineering Servi (
Budgetary and process/operating cost analysis projects .
Hydraulic & Sewer/Water Quality Modeling .
Permitting and Regulatory Assistance .
• Grant Writing & Funding Analysis .
• Subsurface Soils Exploration in Conjunction with Engineering Design Prol ( ' i
• Surveying , Mapping , GIS and GPS Services in Conjunction with Engiiwl , l if a
Design Projects .
Survey Construction Layout .
Sketch and Legal Descriptions ,
Site Work including Stormwater Design .
• Structural , Mechanical , Electrical and Instrumentation Services
Wastewater and RO Water Design and Distribution
Capital Estimates
Environmental Impact Assessments
• Biological Survey
• Archaeological Survey
• Solid Waste Class 1 Landfill Design , Construction and Operation t'
Closure Permits .
• Solid Waste Groundwater Monitoring Permits , Contamination Asses
Biennial Reports , Groundwater Contour Mapping , and Remedial Action PI , , I i
• Solid Waste Stormwater Management Permits to include any Required Wt 11 a s
Studies or Mitigation Determinations .
• Solid Waste Annual Financial Reports
Enhancement Projects ( Sidewalks , Landscaping and Irrigation , etc . ) .
Roadway Design and Permitting .
• Roadway Intersection Improvement Design and Permitting .
Traffic Signage and Pavement Marking Design .
Traffic Signal Design .
Maintenance of Traffic ( MOT ) Plans .
Stormwater Improvement Design and Stormwater Drainage Calculations
And other Engineering Tasks as Directed by the Director of Utility St l ; g ;
Director of Public Works and Director of Solid Waste .
Bridge Design .
The work on the foregoing projects may occur at any time within the five ( 5 ) yeiii Jipjj
Capital Improvement Program , including but not limited to the following referent ( : , , . l
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• Capital Project List of 2011 ( or latest . ) for Utilities , Solid Waste and Public;
Departments .
• Capital Projects as outlined in the Utility Master Plan prepared by Post , Bill ;
Shuh and Jernigan ( PBS &J ) Inc . dated December 2004 .
• Capital Project as outlined in the Solid Waste Disposal District prepared h
Schafer & Associates ( NS &A ) Inc . dated 2007 .
Water , Wastewater Treatment Facilities , Solid Waste Treatment Facilities .
Works Capital Projects , Renewal & Replacement ( R & R ) Projects with anti ( i ,
construction costs in excess of two million dollars .
• Water & Wastewater Treatment Facilities Capacity Enhancement Project m . rii
anticipated construction costs in excess of two million dollars .
Waster Distribution / Wastewater Collection R & R projects with anti , i . ) . , , ; : i
constructions costs in excess of two million dollars .
And other projects as approved by the Board of County Commissioners ,
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CDM
Exhibit 2
SCHEDULE OF HOURLY BILLING RATES
CATEGORIES
PROFESSIONAL SERVICES
Senior Officer $ 210
Officer $ 200
Associate $ 190
Principal $ 180
Senior Professional $ 150
Professional II $ 130
Professional 1 $ 100
PROFESSIONAL SUPPORT SERVICES
Senior Support Services : $ 120
Staff Support Services $ 85
FIELD SERVICES
Senior Professional $ 105
Professional $ 80
PROJECT SUPPORT SERVICES
Project Administration $ 85
All subconsultant and other project related expenses are subject to a minimum
handling/ administrative charge of 10 percent .
RATES EFFECTIVE THROUGH DECEMBER 31 , 2012
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