HomeMy WebLinkAbout2006-343 PROFESSIONAL SERVICES AGREEMENT
BETWEEN
INDIAN RIVER COUNTY, FLORIDA
AND
JAMES DUNCAN AND ASSOCIATES, INC.
This Professional Services Agreement is made by and between Indian River County, a political
subdivision of the State of Florida (Client) and James Duncan and Associates, Inc. , doing business as
Duncan Associates , a professional corporation located in Austin, Texas (Consultant) .
WHEREAS , the County enacted Indian River Code of Ordinances , Title X, Impact Fees , in 2005 ;
and
WHEREAS, the ordinance requires periodic review of the impact fees charged by the County;
and
WHEREAS , the County sought qualifications from consulting firms to determine whether changes
were necessary to the current impact fee ordinance; and
WHEREAS, Client desires to engage Consultant to perform certain services relating to the update
of the County's impact fee system ,
NOW, THEREFORE , in consideration of the mutual covenants and conditions hereinafter
provided , Client and Consultant agree as follows.
1 . Independent Contractor. Consultant's relationship to Client shall be that of independent
contractor; at all times this relationship shall be governed by and be in strict compliance with the
terms of this Agreement for Professional Services.
2 . Scope of Professional Services . Consultant shall furnish services to Client as set forth in Exhibit
"A, " which is attached hereto and incorporated herein by reference.
3. Period of Service . Consultant shall begin its services promptly after receipt of an executed copy
of this Agreement and will complete the services pursuant to the time schedule set forth in Exhibit
"B . " Times for performance shall be extended for periods of delay resulting from circumstances
over which Consultant has no control .
4 . Compensation . For services provided by Consultant as described in Exhibit "A, " Client shall
compensate Consultant, in accordance with the fee schedule outlined in Exhibit "C. " Client will
be billed monthly based on percent completion of individual tasks. Payment of invoices shall be
made to Consultant pursuant to the Florida Prompt payment Act, (Florida Statutes § 218 . 70 et.
sec . ).
5 . Subcontracting . It is understood that Consultant will not retain the services of any subcontractors
other than Dr. James C . Nicholas and Thomas G . Wright Esq . to perform any services as
presented in Exhibit "A" unless expressly authorized in advance by Client.
6. Changes and Extra Work. Client may, at any time, request changes in the work to be performed
hereunder. All such changes , including any increase or decrease in Consultant compensation ,
which are mutually agreed upon by and between Client and Consultant, shall be incorporated in
written addenda to this Agreement.
7. Conflict of Interest. Consultant agrees that it has no interest and shall acquire no interest, direct
or indirect, that would conflict in any manner with the performance of the services hereunder.
Consultant further agrees that, in the performance of this Agreement, no person having any such
interest shall be employed.
8. Termination . The obligation to provide further services under this Agreement may be terminated
by either party upon written notice to the other party. In the event of any termination , Consultant
will be paid for all services rendered to the date of such termination .
9. Ownership of Documents. All documents prepared in the performance of this Agreement shall be
delivered to Client before final payment is made to Consultant.
10. Disclosure. 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 person , company, corporation ,
individual , or firm , other than a bona fide employee working solely for the Consultant, any fee,
commission , percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. Furthermore, Consultant warrants that none of its officers,
directors, or agents are public officers or employees of Client's and that none of Client' s officers
or employees own , either directly or indirectly an interest of five percent or more in Consultant' s
company.
11 . Amendments . No amendments or modifications of this Agreement shall be valid unless in writing
and signed by each of the parties to the Agreement.
12 . Severability. Any provision in this Agreement that is prohibited or unenforceable under state or
federal law shall be ineffective to the extent of such prohibitions or unenforceability, without
invalidating the remaining provisions hereof.
13 . Governing Law. The parties intend that this Agreement and the relationship of the parties shall
be governed by the laws of the State of Florida. Venue for any action arising out of this
Agreement shall be exclusively in Indian River County, Florida and nowhere else.
14. Notices. All notices under the Agreement shall be in writing and shall be effective when mailed
by certified mail , return receipt requested , or when delivered personally , as provided hereafter, or
to such other addresses as may be designated by notice:
As to Client: As to Consultant:
Bob Keating, Community Development Director James B. Duncan , President
Indian River County James Duncan and Associates , Inc.
1840 25" Street 13276 Research Blvd . , Suite 208
Vero Beach , FL 32960 Austin , TX 78750
15. The COUNTY Project Manager shall have the sole right to reduce (or eliminate , in whole or in part)
any portion of the services at any time and for any reason , upon written notice to Consultant
specifying the nature and extent of the reduction . In such event, Consultant shall be fully
compensated for the services already performed and also for the services remaining to be done and
not reduced or eliminated .
16 . The COUNTY Project Manager 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 Project Manager 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; provided, however, that any stoppage of
services not approved or caused by the actions or inactions of the COUNTY shall not give rise to any
claim against the COUNTY by the Consultant.
17. Insurance Requirements. The consultant providing services under this contract will be required to
procure and maintain at its own expense and without cost to the County, until final acceptance by the
County of all products or services covered by the purchase order or contract, the following types of
insurance . The policy limits required are to be considered minimum amounts.
General Liability Insurance policy with a $ 1 , 000, 000 combined single limit for each occurrence to
include the following coverage: operations, products and Completed Operations, Personal Injury ,
Contractual Liability , and Independent Contractors for bodily injury and property damage.
Business Auto Liability Insurance which includes coverage for all owned , non-owned and rented
vehicles with a $ 1 , 000, 000 combined single limit for each occurrence.
Workers' Compensation and Employers Liability Insurance covering all employees of the
consultant and subcontractors, as required by law.
Professional Liability Insurance Policy in the amount of $ 1 , 000, 000 per claim for professional or
consulting services.
The consultant shall provide certificates of insurance to the County demonstrating that the
aforementioned insurance requirements have been met prior to the commencement of work under
this contract. The General Liability and Auto Liability certificates of insurance shall indicate that the
policies have been endorsed to cover the County as an additional insured and that these policies may
not be canceled or modified without thirty ( 30) days prior written notice to the County.
All insurance policies shall be issued by companies authorized to do business under the laws of the
State of Florida . All such insurers must have an A. M . Best rating of no less than A+VII .
The insurance coverage enumerated above constitutes the minimum requirements and shall in no
way lessen or limit the liability of the consultant under the terms of the contract. Sub-Contractors'
insurance shall be the responsibility of the consultant.
18 . Other Requirements and Legal Notices. Consultant certifies that he has not been debarred from
bidding, proposing , or contracting for federal, state , or local government programs or activities .
19. Indemnification . To the extent permitted by law, Consultant shall indemnify, and save COUNTY
harmless from any and all damages, claims, and causes of action against COUNTY for damages or
injury to any person or property arising out of, or in connection with , the intentional reckless or
negligent performance or negligent acts, actual or alleged , of Consultant, under the terms of this
contract. Indemnification is limited to $ 500, 000. 00 per occurrence.
In addition to the foregoing , Consultant agrees to hold COUNTY harmless from any liability arising
from the claims of Consultant's sub-contractors or any others which Consultant might employ or
obtain services from in connection with the performance of this contract.
20. Independent Entity. Consultant is and shall act as an independent contractor of COUNTY. The
Consultant agrees to conduct itself in a manner independent of COUNTY and further agrees that it
will neither hold itself out as, nor claim to be, an officer, employee or agent of COUNTY by reason of
this contract, and that it will not by reason of this contract make any claim , demand , or application for
any right or privilege applicable to an officer, employee or agent of COUNTY, including , but not
limited to, workers' compensation coverage, unemployment insurance benefits, social security
coverage or retirement membership or credit.
21 . Assignment. Consultant shall not assign this contract without the express written approval of
COUNTY via executed amendment.
22. Responsibilities of Consultant. Consultant shall submit copies of all proposed changes to the
project scope of services for review and approval by COUNTY before authorization of any contract
change order. After said review and approval by COUNTY, changes shall not be effective unless in
writing and properly executed by the parties.
a. Consultant, as a part of the consideration hereof, does hereby covenant and agree that: 1 ) in
connection with the furnishing of services to 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.
b . Consultant shall designate a representative to keep COUNTY staff informed as to all aspects of
the project work. The name and address of Consultant's designated representative is: Nick
Bishop 13276 Research Boulevard Suite 208 Austin TX 78750 512-258-7347 extension 207
fax: 512-258-9994 email nick(a)duncanolan com .
c. Consultant shall have all records and project work accessible for inspection and review by
COUNTY at such time as is mutually agreeable to all parties.
d . In connection with professional services to be rendered pursuant to this contract, Consultant
further agrees to :
• Maintain an adequate staff of qualified personnel.
• Ensure that plans meet all current federal , state and local laws , rules, or ordinances
applicable to the work.
• Cooperate fully with COUNTY in the scheduling and coordination of all phases of the work.
• Cooperate and coordinate with other COUNTY consultants, as directed by COUNTY.
• Report the status of the work to COUNTY upon request and hold pertinent data, calculations,
field notes, records, sketches and other projects open to the inspection of COUNTY or its
authorized agent at any time.
• Interpret plans and other documents; correct errors and omissions and prepare any
necessary plan revisions not involving a change in the scope of the work required , at no
additional cost within thirty (30 ) calendar days of notice by the COUNTY, or upon a
determination of the Consultant of the existence of such errors or omissions, whichever event
shall first occur.
23 . Consultant shall, during the entire term of this Contract, 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 Consultant to
render its services as described in this Agreement. Consultant shall also require all sub-
consultants to comply with the provisions of this section
24. RESPONSIBILITIES OF THE COUNTY
a . COUNTY shall provide Consultant access to appropriate records , documents , and other
materials necessary to complete the project.
b. The COUNTY Project Manager shall represent COUNTY in all technical matters
pertaining to the work and performance of this Contract, and his responsibilities shall include:
• Examination of all reports , surveys, and other documents presented by Consultant and
rendering , in writing , decisions pertaining thereto within a reasonable time so as not to
materially delay the work of Consultant. For purposes of this contract, reasonable period of
time will mean three (3) weeks from receipt of applicable material .
• Transmission of instructions, receipt of information, interpretation and definition of COUNTY
policies and decisions with regard to the work covered by this Contract.
• Transmission of prompt written notice to the Consultant whenever the COUNTY observes or
otherwise becomes aware of any defects or changes necessary in the project.
IN WITNESS WHEREOF, Client and Consultant have caused this instrument to be signed by their
respective duly authorized officers.
BOARD OF COUNTY- COMMISSIONERS
JAMES AN AND ASSOCIATES , INC INDIAN RIVE*R 'COUNTY, FLORIDA
BY �C1`t.� - BY:
Jame . Duncan , President Gary C :, '. eel er , Chairman
ITNESS, &ZOO& BCC Approved , Octbber 3 , 2006
If
WITNESS :
(Corporate se is acceptablein lace of witnesses) Approved:
By
Jo h A. Byyird , County
Administrator
Attest: C�( J-w aaa� FC -
Jeffrey Barton , Clerk of Court
County Attorney
(Approved as to form and legal sufficiency)
r '
Indian River Count A ved Date
Administration / oZ
Budget
Co. Atty.
Risk Management
Public works
EXHIBIT A
SCOPE OF SERVICES
TASK 1 - DATA COLLECTION AND ANALYSIS
Task 1. 1 : Review of the County's 2005 Impact Fee Study
CONSULTANT shall review the County's 2005 impact fee study report and its associated Excel
files to become familiar with the impact fee formulas and methodologies for computing Indian
River County Impact Fee rates. Specifically, CONSULTANT shall identify "need to be updated"
independent variables in the formulas applicable to each service/facility category. The focus
shall be on the land cost and construction cost variables; however, other variables shall be
evaluated to determine if they need to be updated.
COUNTY will provide a copy of the most recent County Capital Improvements Schedule,
population data, financial factors such as cap rates, and other readily available data.
CONSULTANT shall obtain/provide data not already compiled by the COUNTY.
Task 1 .2 Land and Construction Cost Data Collection
For each facility/service category referenced above, CONSULTANT shall coordinate with
applicable departments, agencies, the school district and the property appraiser' s office to
compile current information (last 12 months) regarding land cost and construction costs .
Specific information collected/documented shall include :
✓ Recent land sales for properties that meet the size and location criteria appropriate for each
facility/service category. This information shall, for each land sales transaction, include :
o Total cost of property
o Per acre cost of property
✓ Recent construction projects for each service facility category. For each project, information
collected shall include:
o Design Cost
o Construction Cost, including landscape and hardscape site improvements
o Bids received, contracts awarded, or engineer's cost estimates for applicable projects not
yet completed.
o Current construction cost indices for service facility categories
Task 1 .3 : Land and Construction Cost per Resident Calculation
Using the data collected in Task 1 .2, CONSULTANT shall update all appropriate 2005 impact
fee study Excel spreadsheets to calculate the total land cost per resident and total
equipment/building cost per resident for each impact fee facility/service category.
Task 1 .4 : Cost/Revenue Identification
CONSULTANT shall update the 2005 impact fee study data spreadsheets for each
facility/service category. The following data items shall be updated for each facility/service
category:
• Historic capital costs/facility inventory lists (total costs and unit costs)
• Programmed capital costs
• Planned capital costs
• Revenue sources for capital expenditures
• Revenue source amount projections by source
All costs shall be in constant 2006 dollars.
Task 1 . 5 : Credits/Net Impact Cost per Resident
Using the data collected in Tasks 1 .2 through 1 .4, CONSULTANT shall update the 2005 impact
fee study Excel spreadsheets to determine a net impact cost per resident for each impact fee
facility/service category . This task will involve, but may not be limited to, calculating :
• Capital Improvements credit per resident
• Effective vacant land value percentages, taking into account taxable values of vacant land
and total property value for the County
• Revenue credit per resident for past property taxes
Task 1 .6 : Future Capital Cost Projections
Using information derived from Tasks 1 .2 and 1 .4, CONSULTANT shall, for each
facility/service category, project future (2025) capital costs. These cost projections shall be based
on constant 2006 dollars.
Task 1 .7: Data Collection and Analysis Report
CONSULTANT shall prepare Technical Memorandum # 1 (TMI ), Data Collection and Analysis
Report. TMI shall include all information, inventories, estimates, projections, and data analyses
produced in Tasks 1 . 1 through 1 .6. TMI shall also identify any assumptions made and
methodologies employed to complete the TMI tasks . CONSULTANT shall submit ten copies of
the draft TML After COUNTY review of draft TMI , CONSULTANT shall make necessary
revisions to the draft, prepare the final report, and transmit ten ( 10) copies of the final report to
COUNTY .
TASK 2 - LEVEL OF SERVICE ANALYSIS
Task 2. 1 : Adopted Level of Service Review
Using information from the 2005 impact fee study, CONSULTANT shall review the adopted
LOS for the correctional facilities, fire/EMS , parks, and public education categories. This review
shall involve a comparison of adopted levels of service with existing service levels and an
assessment of the appropriateness of the adopted service levels . Alternative service levels shall
be identified, where appropriate.
For public school level of service, CONSULTANT shall review the school concurrency level of
service standard in the draft public school facility element (PSFE) and compare it with the public
education level of service standard in the impact fee ordinance. Then CONSULTANT shall
determine if the level of service standard in the impact fee ordinance is consistent with the LOS
standard in the draft PSFE. If not, CONSULTANT shall identify needed changes .
Task 2.2 : Level of Service Analysis Report and Presentation
CONSULTANT shall prepare Technical Memorandum 92 (TM2) , Level of Service Analysis
Report. TM2 shall include all information, assessments, and analyses produced in Task 2 . 1 . TM2
shall also identify assumptions made and methodologies employed to complete TM2 tasks .
CONSULTANT shall prepare TM2 in a manner that is easy to read and understandable by the
general public. Ten copies of TM2 shall be submitted to COUNTY for review. After COUNTY
review of TM2, CONSULTANT shall make necessary revisions to the draft, prepare the final
report, and transmit twenty copies of the final report to COUNTY .
CONSULTANT shall also attend one public meeting with elected officials/decision makers to
present the level of service issues and alternatives identified in Task 2 . CONSULTANT shall
prepare all presentation material, including Power Point presentations, presentation boards, and
handouts, in a manner that is non-technical and understandable by the public.
TASK 3 - METHODOLOGY
Task 3. 1 : Formula Review
For each facility/service category, CONSULTANT shall utilize the County's current impact fee
formulas to calculate new impact fee rates. The consultant shall revise the formulas as needed for
new levels of service for public school facilities, correctional facilities, fixe/EMS facilities, and
park facilities .
Task 3.2 : Fee Schedule Preparation
Using the formulas reviewed and accepted in Task 3 . 1 , CONSULTANT shall prepare a fee
schedule for each facility/service category. In so doing, CONSULTANT shall update all
pertinent 2005 impact fee study Excel spreadsheets for each facility/service category not already
updated as part of Tasks 1 . 2 - 1 . 6.
Task 3.3 : Impact Fee Formula Report and Presentation
CONSULTANT shall prepare Technical Memorandum #3 (TM3), Impact Fee Schedules Report .
TM3 shall contain all updated fee schedules and shall document the process used to update the
schedules . CONSULTANT shall submit ten copies of TM3 . After COUNTY review of TM3 ,
CONSULTANT shall make necessary revisions to the draft, prepare the final report, and
transmit ten ( 10) copies of the final report to COUNTY.
CONSULTANT shall also attend one advisory group meeting and one public meeting with
elected officials/decision makers to present the draft impact fee formulas and fee schedules
developed in Task 3 . CONSULTANT shall prepare all presentation material, including Power
Point presentations, presentation boards, and handouts, in a manner that is non-technical and
understandable by the public.
TASK 4 - FINAL REPORT
Task 4. 1 : Public Hearings
CONSULTANT shall attend two public hearings for adoption of the revised impact fees. At the
hearings, CONSULTANT shall present the proposed impact fees and explain the methodology
employed to develop the fees. CONSULTANT shall prepare all presentation material, including
Power Point presentations, presentation boards, and handouts.
Task 4.2 : Document Preparation
CONSULTANT shall compile information from Technical Memorandums I - 3 and incorporate
that information into a final report . The report shall include all relevant information in the
principal document, with other information/data incorporated in technical appendices.
CONSULTANT shall submit ten copies of the draft report. After COUNTY review,
CONSULTANT shall make necessary revisions to the draft and transmit thirty (30) copies of the
final report to COUNTY.
Task 4.3 : Electronic Document Preparation
CONSULTANT shall provide COUNTY with all electronic documents developed throughout
the impact fee update. This shall include database files, electronic spreadsheets, Power Point
presentations, and others. All documents, graphics, charts, and supporting material generated
during the course of this project will be furnished to the COUNTY in IBM compatible formats as
identified below.
• Technical Memoranda and Correspondence : Microsoft Office 2000
• Spreadsheets : Microsoft Excel 6 . 0/7 .0
• Graphics : As negotiated (. dxf format preferred)
• Maps/GIS : ArcView 8 .2
0 Final Reports : Microsoft Office 2000
TASK 5 - IMPACT FEE UPDATE REQUIREMENTS AND PROVISIONS OF WORK
Task 5. 1 : Project Schedule
The schedule for completion for the project will be six (6) months from the date of issuance of
the Notice to Proceed. Prior to COUNTY'S issuance of a Notice to Proceed, CONSULTANT
shall prepare a schedule of calendar deadlines for deliverables .
Task 5.2 : Meetings and Presentations
CONSULTANT shall attend a Notice to Proceed meeting with COUNTY representatives where
relevant project information along with procedures for administering the contract shall be
provided by COUNTY . Besides those meetings identified in TASKS 1 -4, CONSULTANT shall
attend a minimum of three (3 ) other meetings to be identified by COUNTY. CONSULTANT
shall also attend one meeting of the Indian River County School Board . CONSULTANT shall be
available, with no more than a seven (7) business day notice, to attend meetings or make
presentations at the request of the COUNTY. Such meetings may be held at any hour between
9 : 00 a. m. and 11 : 00 p.m. on any day of the week. CONSULTANT may be called upon to
provide maps, press releases, advertisements, audiovisual displays, and similar material for such
meetings . CONSULTANT shall meet with the COUNTY'S Project Manager as often as is
deemed necessary by the COUNTY . CONSULTANT is expected to prepare graphic displays,
handouts, and any other appropriate presentation aids for all meetings, as deemed necessary by
the COUNTY.
Task 5.3 : Progress Reporting and Invoicing
CONSULTANT shall on a monthly basis provide COUNTY with written progress reports
describing the work performed on each task. CONSULTANT shall submit one originally signed
copy of an invoice package to the COUNTY'S Project Manager . Judgment on whether work of
sufficient quality and quantity has been accomplished will be made by the COUNTY' S Project
Manager using a comparison of reported percent work completed against actual work
accomplished.
EXHIBIT B
TIME SCHEDULE
The Scope of Services will be completed within six months from issuance of the notice to
proceed. Give the number of review drafts, final deliverables and meetings requested in the
Scope of Services, this is a very ambitious schedule. There are a total of 17 deliverables and
meetings that will need to be scheduled during the 24 weeks. As illustrated below, following the
first six weeks, which must necessarily be devoted to data collection and analysis, there will need
to be at least one deliverable work product or meeting almost every week.
We are committed to meeting this schedule, but it will require County staff responding in a
timely manner to data requests and draft documents. In general, working drafts of documents
will be delivered to staff for a quick review ( 1 -3 days) a week prior to delivery of the final draft.
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y t; btlxyY � tk ltfanth 4 lUItxzth month "
1 : Data Collection and Analysis
2: Level of Service Anahsis « *
3: Methodology ?` '♦
4: Filial Report
a : Snrdy Requirements
n initial draft ♦ dual draft * public meeting
EXHIBIT C
PROJECT BUDGET
Professional services described in the Scope of Service, including all travel expenses and other
direct expenses, will be provided for a maximum total cost of $ 132,750. The budget is broken
down by task in the following table. The County will be billed monthly based on the percent
complete of each task.
Task Amount
Task 1 : Data Collection and Analysis $37 , 500
Task 2: Level of Service Analysis (1 meeting) $36, 050
Task 3: Methodology (2 meetings) $34,600
Task 4: Final Report (2 meetings) $ 13,600
Task 5: Meetings and Presentations (4 meetings) $11 ,000
Total $132,750