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This is the agreement with the consulting firm that will perform the feasibility study, the first phase in turning the FPL Easement into the park-like trail that will wind through Wellington.
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AGREEMENT FOR CONSULTING SERVICES Between VILLAGE OF WELLINGTON And JONES EDMUNDS & ASSOCIATES, INC. AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 7th day of _September , 2006, by and between the Village of Wellington, Florida (hereinafter referred” to as VILLAGE) and JONES EDMUNDS & ASSOCIATES, INC., (hereinafter referred to as CONSULTANT), a Florida corporation, located at 1100 Cesery Blvd., Second Floor, Jacksonville, Florida 32211. WHEREAS, it is necessary for VILLAGE to obtain the services of an engineering consultant for the Village in connection with FP&L Transmission Line Easements within the Village of Wellington as more particularly described in Exhibit “A” attached hereto and by this reference incorporated herein.; and WHEREAS, CONSULTANT represents it is capable and prepared to provide such services. NOW, THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows:
ARTICLE 1 EFFECTIVE DATE The effective date of this Agreement shall be the date stated above. The term of this Agreement shall be for an indefinite period of time, subject to appropriation of funding, except that it may be terminated as provided herein.
ARTICLE 2 SERVICES TO BE PERFORMED BY CONSULTANT 2.1 GENERAL CONSULTANT shall perform the Services as specifically stated in the Scope of Work, which is attached hereto and incorporated herein by reference as Exhibit A, and as and such additional services which may be specifically designated and authorized by VILLAGE and agreed to by CONSULTANT as evidenced by a Work Authorization. The Scope of Work herein shall not exceed the total dollar limit as provided in Exhibit “A”. [Exhibit A is found in its entirety at the end of this document.]
2.2 WORK AUTHORIZATION Additional authorizations will be in the form of a Work Authorization signed by the parties. Each Work Authorization wilt set forth a specific Scope of Services, amount of compensation, a completion date, and shall be approved by the Village Manager or his or her designee and CONSULTANT.
ARTICLE 3 COMPENSATION 3.1 GENERAL As compensation for providing the Services enumerated in subsequent Work Authorizations, VILLAGE shall pay CONSULTANT’S fees based on the rates stipulated in Exhibit B. [Exhibit B is found at the end of this document.]
ARTICLE 4 INSURANCE During the performance of the Services under this Agreement, CONSULTANT shall maintain the following insurance policies written by an insurance company authorized to do business in Florida: 4.1 General Liability Insurance with each occurrence limits of not less than Three Hundred Thousand Dollars ($300,000), personal injury and advertising injury liability of not less than Three Hundred Thousand Dollars ($300,000), and general aggregate of not less than Three Hundred Thousand Dollars ($300,000). 4.2 Workers’ Compensation Insurance in accordance with statutory requirements and Employer’s Liability Insurance with limits of not less than One Hundred Thousand Dollars ($100,000) for each accident, not less than One Hundred Thousand Dollars ($100,000) for each disease, and not less than Five Hundred Thousand Dollars ($500,000) aggregate. 4.3 Professional Liability Insurance with limits of not less than One Million Dollars ($1 ,000,000.00) annual aggregate with a deductible of One Hundred Thousand Dollars ($100,000) 4.4 Hired and non-hired vehicle insurance in the amount of Five Hundred Thousand Dollars with a deductible of no more than $10,000.00 per occurrence. Except as otherwise provided above, deductible amounts shall not exceed five percent (5%) of the total amount of required insurance in each category. Should any policy contain any unusual exclusion, said exclusions shall be so indicated on the certificate(s) of insurance. CONSULTANT shall furnish VILLAGE certificates of insurance which shall include a provision that policy cancellation, non-renewal, or reduction of coverage will not be effective until at least thirty (30) days written notice has been made to VILLAGE. CONSULTANT shall include VILLAGE as an additional insured on the General Liability Insurance policy required by the Agreement. CONSULTANT shall not commence work under this Agreement until all insurance required as stated herein has been obtained, and such insurance has been approved by VILLAGE.
ARTICLE 5 STANDARD OF CARE CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a comparable professional under similar circumstances, and CONSULTANT shall, at no additional cost to VILLAGE, reperform Services which fail to satisfy the foregoing standard of care. CONSULTANT warrants that all Services shall be performed by skilled and competent personnel to the highest professional standards in the field.
ARTICLE 6 INDEMNIFICATION 6.1 GENERAL Having considered the risks and potential liabilities that may exist during the performance of the Services and in consideration of the promises included, herein, VILLAGE and CONSULTANT agree to allocate such liabilities in accordance with this Article 6.
6.2 INDEMNIFICATION CONSULTANT shall indemnify and hold harmless VILLAGE 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 CONSULTANT and other persons employed or utilized by CONSULTANT in the performance of the contract.
6.3 SURVIVAL Upon completion of all Services, obligations, and duties provided for in this Agreement or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive.
ARTICLE 7 INDEPENDENT CONTRACTOR CONSULTANT undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance. VILLAGE shall have no right to supervise the methods used, but VILLAGE shall have the right to observe such performance. CONSULTANT shall work closely with VILLAGE in performing Services under this Agreement.
ARTICLE 8 COMPLIANCE WITH LAWS In performance of the services, CONSULTANT will comply with applicable non-conflicting regulatory requirements, including federal, state, special district, and local laws, rules, regulations, orders, codes, criteria, directives, guidelines and standards. In the event of a conflict, CONSULTANT shall notify VILLAGE of such conflict and suggest options and obtain direction for dealing with the conflict before proceeding.
ARTICLE 9 SUBCONSULTING VILLAGE reserves the right to accept the use of a subconsultant or to reject the selection of a particular subconsultant. If a subconsultant fails to perform or make progress as required by this Agreement and it is necessary to replace the subconsultant to complete the work in a timely fashion, CONSULTANT shall promptly do so, subject to acceptance of the new subconsultant by VILLAGE. The Village understands that Consultant shall use the principal of Engineers Plus who is Phil Weber. Any subconsultant shall be required to be bound to the terms and conditions of this Agreement.
ARTICLE 10 FEDERAL AND STATE TAXES VILLAGE is exempt from Federal Tax and State Sales and Use Taxes. Upon request, VILLAGE will provide an exemption certificate to CONSULTANT. CONSULTANT shall not be exempted from paying sales tax to its suppliers for materials to fulfill contractual obligations with VILLAGE, nor shall CONSULTANT be authorized to use VILLAGE’S Tax Exemption Number in securing such materials.
ARTICLE 11 AVAILABILITY OF FUNDS The obligations of VILLAGE under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Council of VILLAGE.
ARTICLE 12 VILLAGE’S RESPONSIBILITIES VILLAGE shall be responsible for providing information on hand required by CONSULTANT, including existing reports, studies, planning information, and other required data that are available in the files of VILLAGE.
ARTICLE 13 TERMINATION OF AGREEMENT This Agreement may be terminated by CONSULTANT upon thirty (30) days’ prior written notice to VILLAGE in the event of substantial failure by VILLAGE to perform in accordance with the terms of the Agreement through no fault of CONSULTANT. It may also be terminated by VILLAGE, with or without cause, upon thirty (30) days’ written notice to CONSULTANT. Unless CONSULTANT is in breach of this Agreement, CONSULTANT shall be paid for Services rendered to VILLAGE’S satisfaction through the date of termination plus any reasonable and unavoidable costs incurred due to such termination (including canceling orders for equipment, material or services). After receipt of a Termination Notice, and except as otherwise directed by VILLAGE, CONSULTANT shall: A. Stop work on the date and to the extent specified. B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work. C. Transfer all work in process, completed work, and other material related to the terminated work to VILLAGE. D. Continue and complete all parts of the work that have not been terminated. CONSULTANT shall be paid for Services actually rendered to the date of termination.
ARTICLE 14 UNCONTROLLABLE FORCES Neither VILLAGE nor CONSULTANT shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid. The term “Uncontrollable Forces” shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to, fire, flood, earthquake, storm, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental action. Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement.
ARTICLE 15 GOVERNING LAW AND VENUE The laws of the State of Florida shall govern this Agreement. Any and all legal action necessary to enforce this Agreement will be held in Palm Beach County, and the Agreement will be interpreted according to the laws of Florida.
ARTICLE 16 NON-DISCRIMINATION CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, gender, age, or national origin.
ARTICLE 17 WAIVER A waiver by either VILLAGE or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach.
ARTICLE 18 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void, shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement, and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent the entire Agreement from being void should a provision, which is of the essence of the Agreement, be determined to be void.
ARTICLE 19 ENTIRETY OF AGREEMENT VILLAGE and CONSULTANT agree that this Agreement sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters, or other communications between VILLAGE and CONSULTANT pertaining to the Services, whether written or oral. None of the provisions, terms, and conditions contained in this Agreement may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto.
ARTICLE 20 MODIFICATION This Agreement may be modified only by a written amendment executed by both parties.
ARTICLE 21 SUCCESSORS AND ASSIGNS VILLAGE and CONSULTANT each binds itself and its partners, successors, assigns, and legal representatives to the other party to this Agreement and to its partners, successors, executors, administrators, assigns, and legal representatives. CONSULTANT shall not assign this Agreement without the express written approval of VILLAGE via executed amendment.
ARTICLE 22 CONTINGENT FEES CONSULTANT warrants that it has not employed or retained any company or person, other than a bona tide employee working solely for 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 CONSULTANT, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement.
ARTICLE 23 TRUTH-IN-NEGOTIATION CERTIFICATE Execution of this Agreement by 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 said rates and costs shall be adjusted to exclude any significant sums should VILLAGE determine that the rates and costs were increased due to inaccurate, incomplete, or noncurrent wage rates or due to inaccurate representations of fees paid to outside consultants. VILLAGE shall exercise its rights under this “Certificate” within one (1) year following payment.
ARTICLE 24 OWNERSHIP OF DOCUMENTS Any and all documents, records, disks, or other information shall become the property of VILLAGE for its use and/or distribution as may be deemed appropriate by VILLAGE. VILLAGE acknowledges that CONSULTANT’s deliverables are intended by CONSULTANT for use only as to the projects which are the subject of this Agreement and its tasks and services and are not intended for reuse on extensions or such projects or any other project. Use for any other project without CONSULTANT’s written consent shall be at the sole risk of the user, without recourse to CONSULTANT.
ARTICLE 25 ACCESS AND AUDITS CONSULTANT shall maintain adequate records to justify all charges and costs incurred in performing the Services for at least three (3) years after completion of this Agreement. VILLAGE shall have access to such books, records, and documents as required in this Article for the purpose of inspection or audit during normal working business hours at CONSULTANT’S place of business.
ARTICLE 26 NOTICE Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or sent by certified mail, postage prepaid as follows: As To VILLAGE As To CONSULTANT Village of Wellington Jones Edmunds & Associates, Inc. 14000 Greenbriar Boulevard 1100 Cesery Blvd., Second Floor Wellington, Florida 33414 Jacksonville, FL 32211 Attention: Charles Lynn Attention: C. Edward Wiser, P.E. Village Manager Notices shall be effective when received at the addresses as specified above. Changes in the respective addresses to which such notice is to be directed may be made from time to time by either party by written notice to the other party. Facsimile transmission is acceptable notice effective when received; however, facsimile transmissions received (i.e., printed) after 5:00 p.m. or on weekends or holidays will be deemed received on the next business day. The original of the notice must additionally be mailed as required herein. Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of CONSULTANT and VILLAGE.
ARTICLE 27 CONTRACT ADMINISTRATION Services of CONSULTANT shall be under the general direction of the Village Manager or his/her designee, who shall act as VILLAGE’S representative during the term of the Agreement.
ARTICLE 28 KEY PERSONNEL CONSULTANT shall notify VILLAGE in the event of key personnel changes which might affect this Agreement. Notification shall be made within ten (10) days of said changes. The VILLAGE has the right to reject proposed changes in key personnel. The following personnel shall be considered key personnel: C. Edward Wisser, P.E.
ARTICLE 29 CONFIDENTIALITY No reports, information, computer programs, documentation, and/or data given to or prepared or assembled by CONSULTANT under this Agreement shall be made available to any individual or organization by CONSULTANT without prior written approval of VILLAGE. This provision is subject to F.S. 119.01 et. seq.
ARTICLE 30 CONFLICT OF INTEREST The CONSULTANT agrees that it shall not engage in any activity under this Agreement which will cause a conflict of interest as to it duties under this Agreement. Consultant shall be required to notify the Village of any potential or actual conflict of interest. The Village Manager’s determination on this subject shall be deemed final and not subject to review. If the Village Manager determines that there is a conflict of interest or potential conflict of interest the Consultant shall comply with the Village Managers written direction concerning the same.
Exhibit A: Scope of the work to be performed: EXHIBIT “A” SCOPE OF WORK & COMPENSATION The Village has requested the Consultant provide consulting engineering services relating to Florida Power and Light Transmission Line Easements within the Village. In performing the Scope of Services herein the Consultant shall utilize a subconsultant as otherwise provided for in this Agreement. The Consultant shall investigate the feasibility of swapping existing FPL transmission easements for alternate easements in alternate locations to preclude the destruction of upland forests, and to prevent the expansion of the existing transmission corridor to the extent that it becomes detrimental to the community/Village of Wellington. The following tasks will be provided to facilitate the identification and evaluation of alternative routes for future FPL transmission lines along existing right-of ways within the Village of Wellington. Phase I- (Upon written Notice to Proceed) 1. Interview Village personnel responsible for operation and maintenance of road and canal rights of way to determine required conditions for accommodation of future Transmission Lines within Village rights-of-way. 2. Interview Water Management personnel responsible for operation and maintenance of water management facilities to determine required conditions for accommodation of Transmission Lines within the STA-1 Water Management Areas. 3. Review Village property maps and utility plans to identify potential alternative transmission line routes through the southern and western Village of Wellington areas. 4. Review Water Management Areas to identify potential north-south routes through the STA-1 Water Management Areas. 5. Review identified potential alternative routes with the Village and Water Management District personnel to verify route feasibility. Phase II- (After completion of Phase 1 and upon a Notice to Proceed) 1. Interview FP&L personnel responsible for design, operation, and maintenance of FP&L Transmission Lines to determine and or verify required conditions for accommodation of future Transmission Lines. Verify the width of the existing easements that could be released for alternative easements for (a) a single circuit line, and (b) a double circuit line. 2. Develop conceptual line designs utilizing typical FPL criteria for structures, spans, anchoring, ect., to verify easement requirements can be accommodated within existing rights-of-way. 3. Develop an opinion as to the implementation and ongoing cost to the Village for each alternative. Prepare findings for review by the Village Council in written and or oral format as needed. Limitations The parties hereto understand that the engineering fees for Phase I total a not to exceed price of Twenty One Thousand Two Hundred Dollars ($21,250.00). These fees are based upon a total of five round trips from Jacksonville to Wellington for the interviews and field reviews. The parties hereto understand that the actual engineering efforts and associated fees could possibly be reduced if the Village is able to assist with scheduling of interviews and meetings such that these activities are consolidated, resulting in fewer number of round-trips being required. Compensation for Phase H if, any shall be determined by written amendment to this Agreement. Nothing herein however, shall violate the requirements of F.S. 287.055. The parties hereto agree to an acceptable schedule for the work contemplated herein which shall be incorporated in the Notice to Proceed. It is anticipated by the parties hereto that Schedule for Phase 1 and II is approximately 9 to 12 months. (Note: End of Exhibit A)
Exhibit B: The Table referred to in Article 3: Hourly Rate PROJECT OFFICER $ 215 SENIOR PROJECT MANAGER (REGISTERED PE, PG, AIA) $ 175 PROJECT MANAGER (REGISTERED PE, PG. AIA) $ 155 PROJECT MANAGER (NON-REGISTERED) $ 115 SENIOR RESEARCH ENGINEER, SCIENTIST, ARCHITECT $ 185 RESEARCH ENGINEER, SCIENTIST. ARCHITECT $ 170 SENIOR PROJECT ENGINEER, SCIENTIST. ARCHITECT $ 140 PROJECT ENGINEER, SCIENTIST, ARCHITECT $ 105 ENGINEER, SCIENTIST, ARCHITECT INTERN $ 95 DESIGNER (B.S, M.S., or Ph.D. ENGINEERING1 $ B5 SENIOR CADD DESIGNER $ 105 CADU DESIGNER $ 80 SENIOR CADD TECHNICIAN $ 75 CADD TECHNICIAN $ 60 CADD OPERATOR $ 50 GIS PROGRAMMER/ANALYST $ 95 SENIOR GIS ANALYST $ 85 GIS ANALYST $ 70 GIS TECHNICIAN $ 50 SENIOR DATABASE ADMINISTRATOR $ 115 DATABASE ADMINISTRATOR $ 85 ENVIRONMENTAL DATA ANALYST $ 75 SENIOR FIELD TECHNICIAN ENVIRONMENTAL $ 70 FIELD TECHNICIAN ENVIRONMENTAL $ 65 SENIOR CONSTRUCTION ADMINISTRATOR $ 120 CONSTRUCTION ADMINISTRATOR $ 105 SENIOR FIELD REPRESENTATIVE CONSTRUCTION $ 90 FIELD REPRESENTATIVE CONSTRUCTION $ 80 RESIDENT OBSERVER $ 80 CONSTRUCTION PROJECT COORDINATOR $ 70 SENIOR ADMINISTRATIVE ASSISTANT $ 70 ADMINISTRATIVE ASSISTANT — $ 60 GRAPHICS TECHNICIAN $ 65
*Wetland Scientists do not have state registration; all professionals degreed in that area 2006 Standard Hourly Rates
Jones & Edmunds
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