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HomeMy WebLinkAbout2019-185AGREEMENT FOR PROFESSIONAL SERVICES for Water Plant and Water Resources Engineering Services — RFQ 2019070 THIS AGREEMENT for PROFESSIONAL SERVICES ("Agreement"), entered into as of this 5th day of November , 2019 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1801 2711 Street, Vero Beach FL 32960 ("COUNTY"), and KIMLEY HORN AND ASSOCIATES. INC. ("Consultant" ): BACKGROUND RECITAL A. In accordance with the Consultants' Competitive Negotiations Act, Section 287.055, Florida Statutes, the COUNTY solicited, evaluated and developed ranking of firms to provide Water Plant Engineering and Water Resources Services ("Project"), based on statement of qualifications received in response to Request for Qualifications 2019070. B. As a result of its response, the County has selected Consultant to provide certain professional services relating to Water Treatment Plants and Water Resources Services, ("Services") as more fully set forth in the Scope of Work attached as "Exhibit A" to this Agreement and made a part hereof by reference. C. Consultant submitted a Qualified Fee Schedule to be effective October 1, 2019, attached as Exhibit B to this Agreement and made a part hereof by reference. The Qualified Fee Proposal is based on the Scope of Services attached as Exhibit A. D. The Consultant is willing and able to perform the Services for the COUNTY on the terms and conditions set forth below; and E. The COUNTY and the Consultant wish to enter into this Agreement for the Consultant's Services for the Project. NOW THEREFORE, in recognition and consideration of the above Recitals, which are not merely prefatory, but are incorporated by reference as though fully set forth herein and form part of the consideration, terms and conditions of this Agreement, and in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. - 1 . ollows: 1. GENERAL. 1.1 The Background Recitals are true and correct and form a material part of this Agreement 1.2 All professional services provided by the Consultant for the COUNTY shall be as identified in Exhibit A and invoiced per Exhibit B (collectively, the "Exhibits", 1 individually, Exhibit A or Exhibit B). The parties agree that the fully loaded hourly rates and staff hours shown in Exhibit B are the basis to be used for billing purposes and that Consultant's compensation is the total lump sum as set forth in paragraph 5.1. Consultant's services will be performed in a timely, efficient, cost effective manner. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services and will have due regard for acceptable engineering standards and principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. 1.3 To facilitate efficient completion of the work, Consultant and COUNTY will work together to develop prioritization and grouping of items listed in Exhibit A. Scopes of work will be developed and authorized through individual work orders. Where the term "Work Order" is used herein, it is intended to mean that formal document that is dated; serially numbered; and executed by both the COUNTY and the Consultant by which the COUNTY accepts Consultant's proposal for specific services and Consultant indicates a willingness to perform such specific services for the terms and under the conditions specified in this Agreement. Each Work Order must be fully executed by the COUNTY prior to issuance of the related Notice -to -Proceed. 1.4 Additional services which would increase, decrease or which are otherwise outside the scope of Services or level of effort contemplated by the Exhibits shall be Services for which the Consultant must obtain the prior written approval of the COUNTY as provided by this Agreement. All terms for the performance of such Services must be agreed upon in a written document prior to any deviation from the terms of the Agreement, and when properly authorized and executed by both the Consultant and the COUNTY shall become an amendment to the Agreement. 1.5 A Work Order shall not give rise to any contractual rights until it meets the foregoing requirements. Each written Notice -to -Proceed and specific Work Order, as approved by the COUNTY, shall be an addendum to this Agreement. Nothing contained in any Work Order shall conflict with the terms of this Agreement, and the terms of this Agreement shall be deemed to be incorporated into each individual Work Order as if fully set forth therein. 1.6 A schedule of current hourly billing rates is set forth in Exhibit B attached to this Agreement and made a part hereof by this reference. These hourly billing rates will remain effective for the duration of this Agreement. 2. COUNTY OBLIGATIONS. 2.1 The COUNTY will provide the Consultant with a copy of any preliminary data or reports available as required in connection with the work to be performed under this Agreement, together with all available drawings, surveys, right-of-way maps, and other documents in the possession of the COUNTY pertinent to the Project and as otherwise provided in Exhibit A. The Consultant is responsible for bringing to the COUNTY's attention, for the COUNTY's resolution, material inconsistencies or errors in such data that are made known to the Consultant, but Consultant is not responsible for discovering errors, omissions, or inconsistencies in the drawings or data provided. 2.2 The COUNTY shall arrange for access to, and make provisions for the Consultant to enter upon, public and private property (where required) as necessary for the Consultant to perform its Services, upon the timely written request of Consultant to COUNTY. 2.3 The COUNTY shall promptly execute all permit applications necessary to the Project. 2.4 The COUNTY shall examine any and all reports, sketches, proposals and other documents presented by the Consultant, and render, in writing, decisions pertaining thereto within a reasonable time. 2.5 Approval by the COUNTY of any of the Consultant's work, including but not limited to written reports, or any work products of any nature whatsoever furnished hereunder, shall not in any way relieve the Consultant of responsibility for the technical accuracy and adequacy of the work. Neither the COUNTY's review, approval or acceptance of, or payment for, any of the Services furnished under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. The Consultant shall be and remain liable in accordance with all applicable laws for all damages to the COUNTY caused by the negligent performance by the Consultant of any of the Services furnished under this Agreement. 2.6 The COUNTY reserves the right to appoint one or more County Project Managers for the specific Services in connection with this Agreement. The Project Manager shall: (a) act as the COUNTY's agent with respect to the Services rendered hereunder; (b) transmit instructions to and receive information from the Consultant; (c) communicate the COUNTY's policies and decisions to the Consultant regarding the Services; and (d) determine, initially, whether the Consultant is fulfilling its duties, responsibilities, and obligations hereunder. 2.7 The COUNTY shall give prompt written notice to the Consultant whenever the COUNTY observes or otherwise becomes aware of any development that affects the timing or delivery of the Consultant's Services. If the Consultant has been delayed in completing its Services through no fault or negligence of either the Consultant or any sub - consultant, and, as a result, will be unable to perform fully and satisfactorily under the provisions of this Agreement, then the Consultant shall promptly notify the Project Manager. In the COUNTY's sole discretion, and upon the submission to the COUNTY of evidence of the causes of the delay, this Agreement shall be modified in writing, subject 3 to the COUNTY'S rights to change, terminate, or stop any or all of the Services at any time in accordance with this Agreement. 2.8 The Consultant shall not be considered in default for a failure to perform if such failure arises out of causes reasonably beyond the Consultant's control and through no fault or negligence of the Consultant. The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a similar nature, may necessitate modifications to this Agreement. If such conditions and circumstances do in fact occur, then the COUNTY and Consultant shall mutually agree, in writing, to the modifications to be made to this Agreement. 3. RESPONSIBILITIES OF THE CONSULTANT. 3.1 The Consultant agrees to perform all necessary Services as outlined in Exhibit A, in connection with the assigned Project(s) as set forth in this Agreement. 3.2 The Consultant agrees to complete the Project within the time frame specified in the Work Order, as may be modified from time to time. 3.3 The Consultant will maintain an adequate staff of qualified personnel and assign them to work on the duties contained in each Work Order. 3.4 The Consultant will comply with all present and future federal, state, and local laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement. 3.5 The Consultant, as a part of the consideration hereof, does hereby covenant and agree that: (1) in connection with the furnishing of Services to the COUNTY hereunder, no person shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to be performed by Consultant under this Agreement on the grounds of such person's race, color, creed, national origin, religion, physical disability, age or sex, and (2) the Consultant shall comply with all existing requirements concerning discrimination imposed by any and all applicable local, state, and federal rules, regulations, or guidelines, as such rules, regulations, or guidelines may be from time to time amended. 3.6 The Consultant shall, during the entire term of this Agreement, procure and keep in full force, effect, and good standing any and all necessary licenses, registrations, certificates, permits, and any and all other authorizations as are required by local, state, or federal law, in order for the Consultant to render its Services as described in this Agreement. The Consultant shall also require all sub -consultants to comply by contract with the provisions of this section. 3.7 The Consultant will cooperate fully with the COUNTY in order that all phases of the work may be properly scheduled and coordinated. 4 3.8 The Consultant will cooperate and coordinate with other COUNTY consultants, as directed by the COUNTY. 3.9 The Consultant shall report the status of the Services under this Agreement to the County Project Manager upon request and hold all related work open to the inspection of the County Project Manager or his authorized agent at any time, upon reasonable request. 3.10 All documents, reports, field books, survey notes and information, and other data developed by the Consultant for the purpose of this Agreement, are and shall remain the property of the COUNTY. The foregoing items will be created, maintained, updated, and provided in the format specified by the County. When all work contemplated under this Agreement is complete, all of the above data shall be delivered to the County Project Manager. 3.11 The Consultant will confer with the COUNTY during the project(s) for which the Consultant has provided Services, and the Consultant will make corrections to the Consultant's Work Product at no additional cost to the COUNTY, within thirty (30) calendar days of notice by the COUNTY, or upon a determination of the Consultant that corrections are needed, whichever event shall first occur. 3.12 The Consultant agrees to maintain complete and accurate books and records ("Books"), in accordance with sound accounting principles and standards for all Services, costs, and expenditures under this Agreement. The Books shall identify the Services rendered during each month of the Agreement and the date and type of each Project -related expense. The COUNTY shall have the right, at any reasonable time and through any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the accuracy of any invoice. The CONSULTANT shall retain the Books, and make them available to the COUNTY as specified above, until the later of three (3) years after the date of termination of this Agreement, or such longer time if required by any federal, state, or other governmental law, regulation, or grant requirement. 3.13 The Consultant shall not assign or transfer any work under this Agreement without the prior written consent of the COUNTY. However, the Consultant is permitted to retain sub -consultants to perform work under this Agreement. When applicable and upon receipt of such consent from the COUNTY, the Consultant shall cause the names of the engineering and surveying firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data. 3.14 All documents, prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein and are not intended or represented to be suitable for reuse by the COUNTY or others on any other project. Reuse of any documents prepared by the Consultant is prohibited and shall be at the COUNTY's own risk. The Consultant shall not be held liable for any modifications made to the documents by others. 4. TERM; TIME FOR COMPLETION. 4.1 The time for completion of the Project shall be defined in individual Work Orders, with the term of the Agreement will be three years with an option to extend the Agreement for one additional year. This agreement will extend through the final completion date of individual Project assigned as part of a Work Order 5. COMPENSATION. 5.1 The COUNTY shall pay to the Consultant a mutually agreed upon lump sum or maximum amount not -to -exceed professional fee for each task in the Work Order, to be paid in monthly installments or on a deliverable basis, all as set forth in a Work Order. Duly certified invoices, in triplicate phased as per the Work Order, shall be submitted to the County Project Manager, in detail sufficient for proper prepayment and post payment audit. Upon submittal of a proper invoice the County Project Manager will determine if the tasks or portions thereof have been satisfactorily completed. Upon a determination of satisfactory completion, the County Project Manager will authorize payment to be made. All payments for services shall be made to the CONSULTANT by the COUNTY in accordance with the Florida Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.). 5.1.1 The Consultant acknowledges and agrees that it will not be reimbursed for any travel within the State of Florida associated with its Services on this Project. 5.1.2 The COUNTY shall make direct payment of all permit fees paid to regulatory agencies for approvals directly attributable to the Services under the Project. These permit fees do not include those permits required for any construction contractor. 5.2 The COUNTY may at any time notify the Consultant of requested changes to the Services under an existing Work Order, and thereupon the COUNTY and the Consultant shall execute a mutually agreeable amended Work Order or a new Work Order. 5.3 The COUNTY shall have the sole right to reduce or eliminate, in whole or in part, any portion of the Services under the Exhibits at any time and for any reason, upon written notice to the Consultant specifying the nature and extent of the reduction. In such event, the Consultant shall be paid for the Services already performed and also for the Services remaining to be done and not reduced or eliminated, upon submission of invoices as set forth in this Agreement. 5.4 The COUNTY may, at any time and for any reason, direct the Consultant to suspend Services, in whole or in part under this Agreement. Such direction shall be in writing, and shall specify the period during which Services shall be stopped. The Consultant shall resume its Services upon the date specified, or upon such other date as the COUNTY may thereafter specify in writing. Where the COUNTY has suspended the 0 services under this Agreement for a period in excess of six (6) months, the compensation of Consultant for such suspended Services may be subject to modification. The period during which the Services are stopped by the COUNTY shall be added to the time of performance of this Agreement. 6. ADDITIONAL WORK. 6.1 If services in addition to the Services provided hereunder are required or desired by the County in connection with the Project, the COUNTY may, at the sole option of the COUNTY: separately obtain same outside of this Agreement; or request the Consultant to provide, either directly by the Consultant or by a sub -consultant, such additional services by a new Work Order or by a written amendment to a specific Work Order. 7. INSURANCE AND INDEMNIFICATION. 7.1 The Consultant shall not commence work on this Agreement until it has obtained all insurance required under this Agreement and such insurance has been approved by the County's Risk Manager. 7.2 Consultant's insurance coverage shall be primary. 7.3 All required insurance policies shall be placed with insurers licensed to do business in Florida and with a Best's rating of A VII or better. 7.4 The insurance policies procured shall be occurrence forms, not claims made policies with the exception of professional liability. 7.5 A certificate of insurance shall be provided to the County's Risk Manager for review and approval, ten (10) days prior to commencement of any work under this Agreement. The COUNTY shall be named as an additional insured on all policies except workers' compensation and professional liability. 7.6 The insurance companies selected shall send written verification to the County Risk Manager that they will provide 30 days prior written notice to the County Risk Manager of its intent to cancel or modify any required policies of insurance. 7.7 Consultant shall include all sub -consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub -consultant. All coverages for sub -consultants shall be subject to all of the requirements stated herein. 7.8 Consultant agrees that it now carries and will continue to carry during the performance of this Agreement, at its own expense, the applicable insurance policies indicated below, with limits not less than those specified. Any insurance on a "claims made" basis shall be maintained for at least 3 years after completion of the Services. A. Worker's Compensation — Statutory rA B. Employer's Liability - $1,000,000 per occurrence C. Commercial General and Contractual Liability — $1,000,000 per occurrence D. Automobile Liability - $1,000,000 per occurrence E. Umbrella Liability - $2,000,000 aggregate (in excess of B., C. and D. above) F. Professional Liability - $1,000,000 per claim/aggregate. 7.9 The Consultant shall indemnify and hold harmless the COUNTY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of this Agreement. 8. TERMINATION. 8.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written notice to the Consultant; or (b) by the Consultant, for any reason, upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the parties; or (d) as may otherwise be provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. 8.2 In the event of termination by the COUNTY, the COUNTY shall be obligated to pay the Consultant for those portions of satisfactorily completed work previously authorized by approved Work Order. Such payment shall be determined on the basis of the hours of work performed by the Consultant, up to the time of termination. In the event of such termination, the COUNTY may, without penalty or other obligation to the Consultant, elect to employ other persons to perform the same or similar services. 8.3 In addition to the termination rights set forth in 8.1, the obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. 8.4 In the event that the Consultant merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance with its terms. 8.5 In the event of termination of this Agreement, the Consultant agrees to surrender any and all documents prepared by the Consultant for the COUNTY in connection with this Agreement. 8.6 The COUNTY may terminate this Agreement for refusal by the Consultant to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the Consultant in conjunction with this Agreement. E 8.7 The COUNTY may terminate this Agreement in whole or in part if the Consultant submits a false invoice to the COUNTY. 8.8 TERMINATION IN REGARDS TO F.S. 287.135: Consultant certifies that it and those related entities of Consultant as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars or more, Consultant certifies that it and those related entities of Consultant as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. 8.8.1 COUNTY may terminate this Contract if Consultant is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. 8.8.2 COUNTY may terminate this Contract if Consultant, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 9. TRUTH -IN -NEGOTIATION CERTIFICATE; CONTINGENCY FEES. 9.1 Execution of this Agreement by the Consultant shall act as the execution of a truth -in -negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement. The original contract price and any additions thereto will be adjusted to exclude any significant sums by which the COUNTY determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such contract adjustments must be made within 1 year following the end of the contract. COUNTY has the authority and right to audit Consultant's records under this provision. The COUNTY does not hereby waive any other right it may have pursuant to Section 287.055, Florida Statutes, as it may be from time - to -time amended. 9.2 Pursuant to the Consultants' Competitive Negotiations Act, F. S. section 287.055, the Consultant warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant any fee, commission, percentage fee, gifts or any other considerations, contingent upon or resulting from the E award or making of this contract. For breach of violation of this provision, the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 10. MISCELLANOUS PROVISIONS. 10.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the Consultant or employees or subconsultants of the Consultant are in no way to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 10.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the Consultant and the COUNTY. 10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. The prevailing party in any lawsuit arising out of or related to this Agreement shall be entitled to recover its reasonable attorney's fees and costs, including fees and costs through appeal. The parties expressly and voluntarily waive any and all rights to trial by jury in connection with any litigation arising out of or related to this Agreement. 10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent delinquency or default. A party's waver of one or more defaults does not constitute a waiver of any other delinquency or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 10 10.5 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 10.7 No Pledge of Credit. The Consultant shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. 10.8 Public Records. COUNTY is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall: 10.8.1 Keep and maintain public records required by the COUNTY to perform the service. 10.8.2 Upon request from the COUNTY's Custodian of Public Records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. 10.8.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the COUNTY. 10.8.4 Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the Consultant or keep and maintain public records required by the COUNTY to perform the service. If the Consultant transfers all public records to the COUNTY upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the Custodian of Public Records, in a format that is compatible with the information technology systems of the COUNTY. B. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS 11 RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (772) 226-1424 publicrecords(a-ircgov.com Indian River County Office of the County Attorney 1801 27th Street Vero Beach, FL 32960 10.9 Notices: Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be served, as elected by the party giving such notice, by any of the following methods: (a) Hand delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: County: Indian River County Attn: Arjuna Weragoda, P.E. 1801 27th Street Vero Beach, FL 32960-3365 Email: aweragoda@ircgov.com Consultant: Kimley-Horn and Associates Attn: Mark Miller, P.E. 1920 Wekiva Way Suite 200 West Palm Beach, FL 33411 Email: Mark.Miller@kimley-horn.com Notices shall be effective when received at the address as specified above. Email transmission is acceptable notice effective when received, provided, however, that email transmissions received after 5:00 p.m. or on weekends or holidays, will be deemed received on the next day that is not a weekend day or a holiday. The original of the notice must additionally be mailed. Either party may change its address, for the purposes of this section, by written notice to the other party given in accordance with the provisions of this section. 10.10 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by Consultant shall survive the termination or expiration of this Agreement. 10.11 Construction. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The parties hereby acknowledge and agree that each 1i VA was properly represented by counsel and this Agreement was negotiated and drafted at arm's-length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement 10.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument. 13 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. Kimley-Horn and Associates, Inc. B/. y Date Witness: c% By 14 INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS By jg� �kL C 1 Bob Solari, Chairman Date Approved by BCC: November 5, 2019 Attest: Jeffrey R. Smith, Clerk of Court nd Comptroll r By Deputy Clerk • • Jas n Ej Brown CountylAdphinistrator Approved as to form and legal sufficiency: Exhibit A — Scope of Services — RFQ 2019070 The project primarily involves planning, engineering, design, permitting, and construction phase services for Indian River County Utilities water treatment facilities, specifically the North Hobart water treatment facility and South Oslo Road water treatment facilities. Work will be designed in phases for multiple competitively bid construction sub -projects, as determined by agreement between the COUNTY and Consultant. Specific Services to be provided: 1. WATER PLANT ENGINEERING — Preliminary design, final design, preliminary report preparation, specifications, bid documents, bid analysis, services during construction, start-up services, permitting, regulatory agency liaison, pilot projects, and engineering studies related to the rehabilitation modification expansion, replacement and/or repair of existing and proposed County owned and/or operated water treatment plants. 2. WATER RESOURCES SERVICES — Attend various board, community and agency meetings on behalf of the Department, and represent the Department on technical issues relating to water resources planning issues. The scope of work is anticipated to include the following, as well as any related tasks: • Well replacement and rehabilitation • Wellhead modifications, additions, replacements • Treatment plant piping, including raw water, finished water wastewater, concentrate, product water • Treatment processes, including but not limited to chemical storage and feed systems, membrane processes, filtration, degasification, off -gas treatment • Membrane system design, evaluation, treatment studies, replacement, and system optimization • Hydraulic analysis of all treatment processes • Standby power systems and fuel storage, feed and supply systems • Electrical systems design, including power, distribution, controls, networks, etc. • SCADA system planning, implementation, replacement, expansion, including software programming of PLC's and HMI's. • Building facility design, improvements, rehabilitation, and hardening, structural analysis and evaluation, building mechanical/electrical/plumbing/HVAC systems • Site work including civil, site work, drainage, planning, and permitting • Distribution and storage design, evaluation, optimization • Pumping systems for all supporting treatment operations • Preparation of opinions of capital improvement plans and operating costs, reports, etc. • Permitting of supply, treatment, disposal of treatment byproducts, and air systems, Preparation and review of reports, capacity analysis, lead and copper, system optimization, etc. Exhibit B — Consultant Fee Schedule Kimley j>> Horn EXHIBIT `B" KIMLEY-HORN AND ASSOCIATES, INC. OCTOBER 2019 RFQ NO 2019070 — Water Plant and Water Resources Engineering Services SCHEDULE OF HOURLY RATES Effective October 1, 2019, the following rates are utilized in calculating invoices for services: Category Rate Principal $215.00 - $245.00 Senior Professional Registered Professional Professional 2 Professional 1 Designer Sr. Support Staff Support Staff EXIIIBIT B 2019 Hourly Rates MDM 10. 10. 19.docx $175.00 - $230.00 $115.00 — $175.00 $95.00 — $145.00 $95.00 — $130.00 $105.00 — $155.00 $70.00 — $90.00 $58.00 — $75.00