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HomeMy WebLinkAbout2020-046AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT for PROFESSIONAL SERVICES ("Agreement") is entered into this 10th day of March, 2020 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1801 27th Street, Vero Beach FL 32960 ("COUNTY"), and CARTER ASSOCIATES, INC . , authorized to do business in Florida, whose address is 1708 21St Street, Vero Beach, FL ("Consultant"): BACKGROUND RECITALS: A. In accordance with the Consultants' Competitive Negotiations Act, Section 287.055, Florida Statutes, the COUNTY solicited Requests for Statements of Qualification #2020008 for Professional Design and Engineering Services for the Lost Tree Islands Conservation Area Enhancement ("Project"). B. As a result of its response, the County has selected Consultant to provide certain professional services, ("Services") as more fully set forth in the Scope of Services dated February 21, 2020, attached as Exhibit A to this Agreement and made a part hereof by reference. C. Consultant submitted a Qualified Fee Proposal dated February 21, 2020, attached as Exhibit B to this Agreement and made a part hereof by reference. 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. GENERAL. 1.1 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", individually, Exhibit A or Exhibit B). The parties agree that the fully loaded hourly rates and staff hours shown in Exhibit B are estimates only 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 1 the performance of 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. 1.2 Reserved. 1.3 Additional services not contained in the Exhibits which would increase, decrease the Services 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. 1.4 The Background Recitals are true and correct and form a material part 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 2 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 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 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 Professional Design and Engineering Services as outlined in Exhibit A, in connection with the assigned Project(s) as set forth in this Agreement. 3.2 Reserved. 3.3 The Consultant agrees to complete the Project within the time frame specified in Exhibit A, as may be modified from time to time based on the progress of the construction contract. 3 3.4 The Consultant will maintain an adequate staff of qualified personnel. 3.5 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. 3.6 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. 3.7 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. 3.8 Reserved. 3.9 The Consultant will cooperate fully with the COUNTY in order that all phases of the work may be properly scheduled and coordinated. 3.10 The Consultant will cooperate and coordinate with other COUNTY consultants, as directed by the COUNTY. 3.11 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. 3.12 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. 3.13 The Consultant will confer with the COUNTY during the project(s) for which the Consultant has provided Professional Design and Engineering Services n 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. 3.14 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. 3.15 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. 3.16 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 the Exhibits. 5. COMPENSATION. 5.1 The COUNTY shall pay to the Consultant the mutually agreed professional fee of THREE HUNDRED THIRTY EIGHT THOUSAND AND EIGHTY DOLLARS ($338,080.00) for Services rendered for the Project, to be paid in monthly installments based on staff hours expended and materials and survey work performed, as set forth in the Exhibits. Duly certified invoices, in triplicate, 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 review and will authorize payment to be made. All payments for services shall be made to the Consultant by the COUNTY in accordance with the Local Government 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, and thereupon the COUNTY and the Consultant shall execute a mutually agreeable amendment to this Agreement. 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 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 written amendment to this Agreement. 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 0 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 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 7 obligated to pay the Consultant for those portions of satisfactorily completed work previously authorized under this Agreement. 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. 8.7 The COUNTY may terminate this Agreement in whole or in part if the 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 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 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 9 dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 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. Indian River 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: (1) Keep and maintain public records required by the County to perform the service. (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. (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. (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. 10 B. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS 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 C. Failure of the CONSULTANT to comply with these requirements shall be a material breach of this Agreement. 10.9 TERMINIATION IN REGARDS TO F.S. 287.135: CONSULTANT certifies that it and those related entities of respondent 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 respondent as defined above 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. 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. 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. 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 11 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: Beth Powell 5500 77' Street Vero Beach, FL 32967 bpowellCa�ircgov.com Facsimile: (772) 589-6119 Consultant: Carter Associates, Inc. Attn: John Blum 1708 21St Street Vero Beach, FL 32960 Email johnb carterassoc.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 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. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. 12 CARTER ASSOCIATES, INC. Date 5 ZO Witness: By RaY5 13 INDIAN RIVER COUNTY BOARD OF CO Y C Susan B' Adams, Chairman Date Approved by BCC: March 10, 2020 Attest: Jeffrey R. Smith, Clerk of Court and Comptroller Deputy Clerk Appro d: Jason own Count ministrator Approved as to form and legal sufficiency: Dylan Reingold County Attorney Exhibit A February 21, 2020 Ms. Elizabeth Powell Assistant Director, Parks & Conservation Resources Indian River County 550077 1h Street Vero Beach, Florida 32967 RE: Lost Tree Island Conservation Area Ecological Enhancement Civil Engineering and Surveying Services Proposal CAI Project No. 19-426 E Dear Beth: It is our pleasure to present for your acceptance, the following proposal for Civil Engineering and Surveying services associated with the above referenced project. Please find attached an ENGINEER's scope of services and budget outlining the steps for the enhancement planning and design services. Additional services required, but not included in the estimate, will be provided at our hourly rates, a copy of which is attached. Thank you for giving us the opportunity to submit a proposal for our services. We look forward to working with you on this project. Should you have any questions or need additional information, please do not hesitate to contact me at our office. Sincerely, CARTER ASSOCIATES, INC. John H. Blum, P.E. Principal C:\Users\sandyw\AppData\LocaRMicroso8\Windows\Temporary Internet Files\Content.OutlookUI32PHUR\2020_02_CarterProposal_Lost Tree Island RFQ 2020008.doc Page I of 8 ©2020 by CAI Exhibit A PROPOSAL TO PROVIDE PROFESSIONAL ENGINEERING AND SURVEYING SERVICES "SCOPE OF SERVICES" for INDIAN RIVER COUNTY PARKS & CONSERVATION RESOURCES LOST TREE ISLAND CONSERVATION AREA ECOLOGICAL ENHANCEMENT The project objectives for design and engineering of the Lost Tree Island Conservation Area (LTICA) ecological enhancement plan are briefly summarized as follows: • Site design that is resilient and versatile, and by its nature will be adaptable during extreme weather events and climate change • Water quality benefits through creation and enhancement of wetland communities • Establishment of endemic habitat, including, but not limited to: o High marsh habitat which is a rare resource in Indian River County o Strategically located mangrove wetlands o Maritime hammock habitat o Salt flats and open sandy beaches for shorebird nesting o Seagrass habitat (based on appropriateness and feasibility) o Oyster reefs (based on appropriateness and feasibility) o Expanded nursery areas for fish and invertebrates • Incorporation of innovative, low maintenance elements for shoreline stabilization • Incorporation of green technologies where appropriate and feasible • Provide for educational engagement on the ecological issues facing the Lagoon • Provide passive recreational opportunities that promote ecotourism, educational awareness, local responsibility and facilitates informed community input • Minimization of mosquito production • Elimination of nuisance and exotic plant species such as Australian pine and Brazilian pepper • Minimization of long-term maintenance, management, and capital costs This proposal provides an outline of services required to provide an engineered design to meet the project objectives. The proposal does not include any permitting, bidding, or construction administration services. SECTION 2: SCOPE OF SERVICES Based on the LTICA ecological enhancement Project Objectives described in Section 1, the following Scope of Services has been prepared to define the design and engineering work to C:\Users\sandyw\AppData\LocaRMicrosoft\Windows\Temporary Internet Files\Content.Outlook\J132PHUR\2020_02_CarterProposal_Lost Tree Island RFQ 2020008.doc Page 2 of 8 ©2020 by CAI Exhibit A be completed by Carter Associates, Inc. (ENGINEER) for the Indian River County Parks and Conservation Resources Division (CLIENT). TASK 1—PRELIMINARY PLANNING ENGINEER will attend up to three initial coordination meetings with CLIENT to discuss wetland enhancement plan and construction phasing based on priority and funding. This task will include completing one site visit with CLIENT to observe existing site conditions in preparation for completion of additional baseline data collection. This task will be focused on defining the location and extent of topographic and bathymetric information generated in Task 2, below. The task will also be focused on assessing possible methods of construction, and transport and mobilization of equipment, with various sources in an effort to provide a general framework for conceptual design. Deliverable for this task will be a memorandum prepared by the ENGINEER outlining the information gathered from meetings, site review, and coordination, and providing a general discussion of issues that may need to be addressed as part of site design. TASK 2 - SITE SURVEYS CLIENT will provide available survey data that was obtained as part of prior mitigation projects on Earman and Duck Head islands. ENGINEER will sub -consult with a site contractor to perform limited clearing along baselines needed for data collection. ENGINEER will perform survey to collect baseline data including topography, bathymetry, and vegetative cover of the three (i.e. Earman, Duck Head, and Hog's Head) islands sufficient to develop the Conceptual Design (Task 3). Topographic survey to include spot elevations on 400 -foot intervals to obtain sufficient information to complete the required grading plan. Coordinate with CLIENT to identify land uses on site, with emphasis on the coverage of exotic species and native vegetation to be preserved. Utilize drone and underwater ROV for additional data collection. Deliverables for this task will include 24"06" full-sized drawings of the survey signed and sealed by a Professional Surveyor and Mapper. TASK 3 — CONCEPTUAL ECOLOGICAL ENHANCEMENT PLAN Based on the information collected in tasks 1 and 2, ENGINEER will coordinate with CLIENT to provide a series of Conceptual Enhancement Plans. It is proposed that the ENGINEER will generate a series of design concepts based at the following milestones in project planning: • Initial Conceptual Plan Development: The ENGINEER will provide the CLIENT with two (2) sets of full-sized sheets (for each of the three islands) depicting the baseline data information. One set will be used by the CLIENT to generate rough schematics of possible community structure per island. The second set will be a clean copy of the C:\Users\sandyw\AppData\LocaAMicrosoft\Windows\Temporary Internet Files\Content.OuUookW132PHUR\2020_02_CarterProposal_LostTree Island RFQ 2020008.doc Page 3 of 8 02020 by CAI Exhibit A initial iteration of the schematic generated by the CLIENT, for each island, to be used by the ENGINEER as a starting point for the design. The ENGINEER will use the clean copy to generate the initial CAD design for the project. Based on the CAD drawing, the ENGINEER will provide a rough calculation of vegetative community acreages and quantities of excavated material based on the initial schematic. The ENGINEER will coordinate with the CLIENT to discuss a broad approach for phasing and construction based on the initial conceptual plan. • Interim Conceptual Plan 1: Based on the data generated from review of the initial plan, the ENGINEER will work with the CLIENT to develop a modified version of the initial plan. As with the Initial Conceptual Plan, the ENGINEER will provide a revised calculation of vegetative community acreages and earthwork balance, as well as general information on potential construction costs and staging, based on various phasing and construction alternatives. The CLIENT will use Interim Plan 1 as a starting point for the Regulatory/Stakeholder Engagement of the project design. These meetings are planned to solicit feedback on technical information, as well as other design considerations such as aesthetics, recreation, and other aspects of the overall plan. • Interim Conceptual Design 2 Based on feedback from these meetings, the ENGINEER will coordinate with the CLIENT to develop a modified version of the plan as applicable. As with the Interim Conceptual Plan 1, the ENGINEER will provide a revised calculation of vegetative community acreages and earthwork balance, as well as general information on potential construction costs based on various phasing and construction alternatives. The CLIENT will use Interim Plan 2 for general public meetings to be held to solicit feedback on the design of the project. Based on these public meetings, the design will be modified to address any relevant concerns. The Conceptual Design resulting from the project meetings will be finalized so that the ENGINEER can proceed with the development of project plans (Tasks, 4 & 5). It is anticipated that the level of effort required to address public comments should be reduced from the development of other iterations of the plan (barring any unforeseen circumstances). Deliverables for this task will be renderings for each portion of the Conceptual Design, as outlined above. TASK 4 — ADDITIONAL SURVEY DATA COLLECTION Based on the development of the Conceptual Plan, it is anticipated that there will be a need to collect additional site-specific data. Additional topography and bathymetry may be required, as well as geotechnical data required for further design. Bathymetric information shall be obtained C:(Users\sandywlAppData\LocaRMicrosoft\Windows\Temporary Internet Files\Content.OutookU132PHUR\2020_02_CarterProposal_Lost Tree Island RFQ 2020008.doc Page 4 of 8 02020 by CAI Exhibit A from the Mean High Water (MHW) elevation on each island to a sufficient distance waterward of the shoreline as required for dock permitting and potential re -contouring of the shorelines. This task may also include research for projected project elements associated with wetland design or recreational elements. The information from the additional data collection and research may be used to guide and inform the CLIENT on project design based on feasibility or cost issues. Deliverables for this task will be data to be incorporated into the Development of Project Plans (Task 5). TASK 5 —DEVELOPMENT OF PROJECT PLANS The ENGINEER will develop project plans based on the following process: • A preliminary site grading plan will be developed based on the Conceptual Plan. • A hydraulic analysis of flow volumes and characteristics to analyze nutrient removal potential (with input from CLIENT) will be completed using flood routings, pond sizing, discharge calculations, and drawdown analysis based on the Conceptual Plan. • The ENGINEER will coordinate with the CLIENT to assess the need for pumps and/or other infrastructure to facilitate/mimic tide fluctuations and maximize treatment of Lagoon waters. A 30% design plan will be submitted for review by the CLIENT. The ENGINEER will refine the assessment of vegetative community acreages and earthwork balance, as well as the information on potential construction costs based on various phasing and construction alternatives. • Based on the plan review and assessment of project costs and phasing, the ENGINEER will work with the CLIENT to develop a set of 60% design plans. These plans will be used to complete the Regulatory/Stakeholder Engagement of the project. Feedback from these additional meetings will be incorporated into the 90% design plans, as appropriate. • The ENGINEER will develop 90% project plans to include earthwork plan sheets, detail sheets, and cross-sections; planting lists (with the assistance of County staff); proposed project phasing; mobilization and staging locations; land clearing/exotics removal; erosion control plan(s) utilizing best management practices and erosion control devices; schematics of proposed recreational and educational structures (to be designed based on project funding and schedule); and infrastructure details including any pump station performance criteria for manufacturing design and construction. • A final public meeting will be held at this stage of the project to solicit feedback on the design. • Following the completion of the final public meeting, the ENGINEER will make any C:\Users\sandyw\AppDatalLocaRMicrosoft\Windows\Temporary Internet Files\Content.OutlookU132PHUR\2020_02_CarterProposal_Lost Tree Island RFQ 2020008.doc Page 5 of 8 ©2020 by CAI Exhibit A minor modifications to the design. The 100% plans will depict all aspects of the project as detailed in the scope of services, and will include project specifications and notes for construction. The ENGINEER will finalize the construction phasing plan and prepare engineer's opinion of probable costs for construction for each phase. TASK 6 — PROGRESS AND STAKEHOLDER MEETINGS Attend meetings with County staff to review plans and progress at 30%, 60%, 90%, and 100% design stages. Attend and participate at stakeholder and other public meetings. TASK 7 — REIMBURSABLE EXPENSES Reimbursable expenses, such as boat transportation, mileage, prints, copies, vellum, postage, etc. SECTION 3: ENGINEERING SCOPE ASSUMPTIONS: In developing this Scope of Services, ENGINEER represents to the CLIENT that the following assumptions have been made and that deviation from these assumptions may require additional work and compensation on behalf of CLIENT to the ENGINEER. 1. This proposal specifically excludes all application and/or impact fees, which shall be the responsibility of CLIENT. 2. This Scope of Services specifically excludes preparation of legal documents, easement descriptions, structural, mechanical, electrical, landscape, and architectural work. 3. Wetland planting design drawings, plant lists, and installation will be provided by others. 4. Civil engineering design and permitting fees for off-site improvements, such as deep -water access or utility line extensions, are not included with this proposal. 5. Permitting for disposal of any existing on-site hazardous or industrial waste material, or any other underground, unforeseen issues is not included with this proposal. 6. Construction services including but not limited to the preparation of construction contract documents, contractor bidding, inspection services, as -built surveys and final certifications are not included with this proposal, but can be provided as an additional service if needed. 7. Soil testing is not included in this proposal and would be considered as an additional service, if required for ecological enhancement design. 8. Construction stakeout and as-builts are not included with this proposal. C:\Users\sandywlAppData\LocaRMicrosof \Windows\Temporary Internet Files\Content.OutookU132PHUR\2020_02_CarterProposal_Lost Tree Island RFQ 2020008.doc Page 6 of 8 ©2020 by CAI Exhibit A SECTION 4: COMPENSATION The proposed scope of services will be provided on a NOT TO EXCEED basis and invoiced monthly based on work performed to date for each task. Task 1—Preliminary Planning........................................................................................ $14,180.00. Task 2 - Site Surveys. ..............$66,410.00. Task 3 — Conceptual Ecological Enhancement Plan .................................................... $39,560.00. Task 4 —Additional Survey Data Collection.................................................................. $37,040.00. Task 5 — Development of Project Plans........................................................................., $73,680.00. Task 6 — Progress and Stakeholder Meetings................................................................. $6,760.00. Task 7 — Reimbursable Expenses................................................................................. $100,450.00. TOTAL .......................... $338,080.00. C:\Users\sandyw\AppData\LocaRMicrosoft\Windows\Temporary Internet Files\Content.OuUookU132PHUR\2020_02_CarterProposal_Lost Tree Island RFQ 2020008.doc Page 7 of 8 02020 by CAI Exhibit A CARTER ASSOCIATES, INC. JANUARY 2020 FEESCHEDULE Staff Tyne: Hourly Rates Engineer (Principal) $165.00 Engineer I $140.00 Engineer II $125.00 Engineer III $115.00 Engineer IV $105.00 Engineer V $ 95.00 Surveyor (Principal) $165.00 Surveyor (Sr. Consultant) $140.00 Surveyor I $140.00 Surveyor II $125.00 Surveyor III $105.00 CAD/GIS Tech I $115.00 CAD/GIS Tech 1I $110.00 CAD/GIS Tech III $105.00 CAD/GIS Tech IV $ 95.00 CAD/GIS Tech V $ 85.00 Administrative Staff $ 60.00 Expert Witness $300.00 4 Man Survey Crew $175.00 3 -Man Survey Crew $150.00 2 -Man Survey Crew $135.00 1 -Man Survey Crew $110.00 Inspector $ 65.00 SPECIALIZED EQUIPMENT: Leica HD P40 Scanner $175.00/Hour Aluminum Boat $500.00/Day All -Terrain Vehicle (ATV)/Trailer $250.00/Day $1,000.00/Week REIMBURSABLE EXPENSES: Postage, Express Mail, etc. Cost Blueprints/Blackline (24" x 36") $2.00/Each Color Prints (24"x36) $5.00/Each Mileage IRS Standard Rate Mylar $7.00/Each Photocopies: 8.5" x 11" 15¢/Each 8.5" x 14" 25¢/Each 11" x 17" 35¢/Each Concrete Monuments $20.00/Each Rebar $ 2.50/Each Laths $ 0.75/Each Hubs $ 1.00/Each Sub -Consultants Cost + 10% Note: These hourly billing rates will remain effective for the duration of this Agreement C:IUserslsandywlAppDatalLocallMicrosoMWindows\Temporary Intemet FileslContent.OuUookWI32PHUR12020_02_CarterProposal_Lost Tree Island RFQ 2020008.doe Page 8 of 8 ©2020 by CAI 3 o apo 1 3 v 3 3 3 3 K= 0: N O O O F7 u rO t O0 op cM 1l iAA 4, N7 N 7 tn CA 7 to 7 to 7 LA 7'n a) O O p VT 0 0 N 0 N 0 00 N O O O N 0 00 00 O O N 2 2 N N H N H ri iA tn •--1 H n = = i = 7 L*l0 00 00 TI, 7 ll O r -j V V 00 = V'1 O N 7 V O V1 H 7 V l�D 1N11 1 O 00 N tJ tD ryj tD tp' tD lD u j Ln Ln t tr S oc L 2 O 5 L 2 2 O °' F O V\ O N O N H tD O V ID In a0 00 O v H O Lr)O V1 aa) F O N O N O V N N 2 0 O = Q .--I O 1/j = O = Q O V V u V W O N O 601 W tD O� CD 'a � C O N C O H C 00 Ln 'D DO C O ,�.� N C W t11 C W VT C W 11T N C W N a1 C D: S O al 2 O p a C O 2 O p tD L 0 C 2 O •m 00 00 00 a O C .m V o0 00 00 N .m ,N.1 � ,� ,i - •m O C W y? 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