HomeMy WebLinkAboutCH2M HILL, Inc. Agreement For Small Scale Engineering Services 2010 08 19 AGREEMENT FOR
SMALL SCALE ENGINEERING SERVICES
THIS AGREEMENT is made and entered into this 19th day of July 2010, by and
between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation,
hereinafter referred to as "City ", located at 1126 E. State Road 434, Winter Springs, Florida
32708, and CH2M HILL, Inc., an engineering corporation, authorized to conduct business in
the State of Florida, whose address is 225 E Robinson Street, Ste 505, Orlando, Florida 32801
hereinafter referred to as "Engineer ".
WITNESSETH:
WHEREAS, City has a need to obtain small scale engineering services for a specific
project that do not require selection and negotiation under the Florida's Consultants' Competitive
Negotiation Act, Section 287.055, Florida Statutes; and
WHEREAS, Engineer is willing to provide such engineering services to the City under
the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties covenant and agree as follows.:
1.0 TERM AND DEFINITIONS
1.1 This Agreement shall become effective on the Effective Date and shall remain in
effect until the Engineer completes the services required by this Agreement to the full and
complete satisfaction of the City.
1.3 Definitions. The following words and phrases used in this Agreement shall have
the following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as amended in writing from time to time.
b. "Effective Date" shall be the date on which the last signatory hereto shall execute
this Agreement, and it shall be the date on which this Agreement shall go into effect. The
Agreement shall not go into effect until said date.
c. "Engineer" shall mean CH2M HILL, Inc. and its principals, employees, resident
project representatives (and assistants).
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d. "Public Record" shall have the meaning given in Section 119.011(1), Florida
Statutes.
e. "Reimbursable Expenses" shall mean the actual expenses incurred by Engineer or
Engineer's independent professional associates and consultants which are directly related to
travel and subsistence at the rates, and under the requirements of, Section 112.061, Florida
Statutes, or any other actual and direct expenses the City agrees to reimburse in writing.
f. "Work" or "Services" shall be used interchangeably and shall include the
performance of the scope of services more specifically set forth in the cover letter to this contract
and fully incorporated hereunder by this reference.
1.4 Engagement. The City hereby engages the Engineer and Engineer agrees to
perform the Services outlined in this agreement for the stated fee arrangement. No prior or
present representations shall be binding upon any of the parties hereto unless incorporated in this
Agreement.
2.0 DESCRIPTION OF SERVICES
2.1 The scope of services under this Agreement are set forth in the cover letter
preceding this document.
2.2 Upon receipt of the signed written notice to proceed from the City, the Engineer
shall perform the services set forth herein.
2.3 The City reserves the right, at its discretion, to perform any services related to this
Agreement or to retain the services of other engineering companies to provide professional
engineering services.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 City may make changes in the Services at any time by giving written notice to
Engineer. If such changes increase (additional services) or decrease or eliminate any amount of
Work, City and Engineer will negotiate any change in total cost or schedule modifications. If the
City and the Engineer approve any change, the scope of services will be modified in writing to
reflect the changes; and Engineer shall be compensated for said services in accordance with the
terms of Article 5.0 herein. All change orders shall be authorized in writing by City's and
Engineer's designated representative.
3.2 All Services shall be P erformed in strict accordance with the terms of this
Agreement insofar as they are applicable.
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4.0 SCHEDULE
4.1 Engineer shall perform services in conformance with the mutually agreed
schedule set forth in the cover letter or as provided in writing after the Effective Date. Engineer
shall complete all of said services in a timely manner and will keep City appraised of the status
of work on at least a monthly basis or as otherwise reasonably requested by the City. Should
Engineer fall behind the agreed upon schedule, it shall employ such resources so as to comply
with the agreed -upon schedule.
4.2 No extension for completion of services shall be granted to Engineer without
City's prior written consent, except as provided in Sections 3.1 and 19.1 herein.
4.3 Any cost caused by defective or ill -timed services shall be borne by the party
responsible therefore.
5.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF
ENGINEER
5.1 Compensation. For the performance and full completion of the Services
specified herein, the City and Engineer agree that the Engineer shall be paid for time and
material expenses, a total amount that will not exceed five thousand dollars ($5,000.00),
inclusive of all Services, materials, and expenses directly related to the Services. The
compensation for services rendered will be in accordance with the rate schedule set forth in
Exhibit A. All expenses will be invoiced directly to the City. There shall be no other
compensation due Engineer for the Services provided under this Agreement, unless specifically
agreed to by the City in writing. The compensation shall be paid in periodic installments,
anticipated to be monthly, upon receipt of an invoice from the Engineer. These progress
payments shall be paid based on the invoice received for each period for services rendered
during that period. Payment requests shall be made to the City by submitting a proper invoice
detailing the Services performed and the payment requested. Payment will not be made for tasks
not performed or for portions of any tasks not performed.
5.2 Florida Prompt Payment Act. Upon the City's receipt of a proper invoice
pursuant to this Agreement, payment shall be due and payable as provided by the Florida Prompt
Payment Act s.218.70 et. seq., Florida Statutes.
5.3 Miscellaneous. Under no circumstances shall actual or direct costs under this
Agreement include costs associated with inefficiency, offsite or home office overhead, loss of
productivity, consequential damages, legal or consulting costs, or costs associated with delays
caused in whole or in part by the Engineer.
5.4 Errors and Deficiencies. Engineer shall not invoice the City or seek any
compensation from the City to correct or revise any errors or deficiencies in Engineer's services
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provided under this Agreement.
5.5 Payment Offsets. To the extent that Engineer owes the City any money under
this or any other Agreement with the City, the City shall have the right to withhold payment and
otherwise back charge the Engineer for any money owed to the City by Engineer.
5.6 Payment not Waiver. The City's payment of any invoice under this Agreement
shall not be construed or operate as a waiver of any rights under this Agreement or any cause of
action arising out of the performance of this Agreement and Engineer shall remain liable to the
City in accordance with applicable law for all damages to the City caused by Engineer's
performance of any Services provided under this Agreement.
5.7 Delay Remedy. The risk of any monetary damages caused by any delays in
performing the Services under this Agreement are accepted and assumed entirely by the
Engineer, and in no event shall any claim relating thereto for an increase in compensation be
made or recognized. Engineer shall not make any claim nor seek any damages of any kind
against the City for any delays, impacts, disruption or interruption caused by any delay.
Engineer's remedy for a delay shall be an equitable extension of time to perform the Services for
each day of such delay that impacts the critical path of the schedule established under this
Agreement.
6.0 RIGHT TO INSPECTION
6.1 City or its affiliates shall at all times have the right to review or observe the
Services performed by Engineer.
6.2 No inspection, review, or observation shall relieve Engineer of its responsibility
under this Agreement.
7.0 PROGRESS MEETING
7.1 City's designated Project Manager may hold periodic progress meetings on a
monthly basis, or more frequently if required by the City, during the term of this Agreement.
Engineer's Project Manager and all other appropriate personnel shall attend such meetings as
designated by City's Project Manager.
8.0 SAFETY
8.1 Engineer shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals, employees, resident project representatives (and
assistants) while performing Services provided hereunder.
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9.0 REASONABLE ACCESS
9.1 During the term of this Agreement, City shall grant Engineer reasonable access to
the City's premises, records, and files for purposes of fulfilling its obligations under this
Agreement.
10.0 INSURANCE
10.1 Liability Amounts. During the term of this Agreement, Engineer shall be
responsible for providing the types of insurance and limits per claim and $1,000,000 in the
aggregate as set forth below.
a. Professional Liability: Proof of professional liability insurance shall be provided
to the City for the amount of $1,000,000 on a per claim basis.
b. The Engineer shall maintain comprehensive general liability insurance in the
amount of $1,000,000 as the combined single limit for each occurrence to protect the Engineer
from claims of property damages and personal injury which may arise from any Services
performed under this Agreement whether such Services are performed by the Engineer or by
anyone directly employed by or contracting with the Engineer.
c. The Engineer shall maintain comprehensive automobile liability insurance in the
amount of $1,000,000 combined single limit bodily injury and minimum $50,000 property
damage as the combined single limit for each occurrence to protect the Engineer from claims for
damages for bodily injury, including wrongful death, as well as from claims from property
damage, which may arise from the ownership, use, or maintenance of owned and non -owned
automobiles, including rented automobiles whether such operations be by the Engineer or by
anyone directly or indirectly employed by the Engineer.
d. The Engineer shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance and Employers' Liability Insurance in at least such amounts as are
required by law for all of its employees performing Work for the City pursuant to this
Agreement.
10.2 Special Requirements. Current, valid insurance policies meeting the
requirements herein identified shall be maintained during the term of this Agreement. Renewal
certificates shall be sent to the City thirty (30) days prior to any expiration date. There shall also
be a thirty (30) day advance written notification to the City in the event of cancellation or
modification of any stipulated insurance coverage. The City shall be an additional named
insured on stipulated insurance policies included in article 10.1.b and 10.1.c herein, as its
interest may appear, from time to time.
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10.3 The insurance required by this Agreement shall include the liability and coverage
provided herein, or as required by law, whichever requirements afford greater coverage. All of
the policies of insurance so required to be purchased and maintained shall contain a provision or
endorsement that the coverage afforded will not be canceled, materially changed or renewal
refused until at least thirty (30) days' prior written notice has been given to the City, and the
Engineer by certified mail, return receipt requested. All such insurance shall remain in effect
until final payment. In the event that the Engineer shall fail to comply with the foregoing
requirement, the City is authorized, but in no event shall be obligated, to purchase such
insurance, and the City may bill the Engineer. The Engineer shall immediately forward funds to
the City in full payment for said insurance. It is expressly agreed that neither the provision of the
insurance referred to in this Agreement nor the City's acceptance of the terms, conditions or
amounts of any insurance policy shall be deemed a warranty or representation as to adequacy of
such coverage. All insurance coverage shall be with insurer(s) rated as A+ by Best's Rating
Guide (or equivalent rating and rating service as reasonably determined by the City Manager)
and licensed by the State of Florida to engage in the business of writing of insurance. Unless
agreed to by the City to the contrary, the City shall be named on the insurance policies included
in article 1O.1.b and 1O.1.c as "additional insured." The Engineer shall cause its insurance
carriers, prior to the effective date of this agreement to furnish insurance certificates specifying
the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies,
and a statement that no insurance under such policies will be canceled without thirty (30) days'
prior written notice to the City in compliance with other provisions of this Agreement. , The
City shall notify the Engineer in writing thereof within thirty (30) days of the date of delivery of
such certificates to the City. For all Work performed pursuant to this Agreement, the Consultant
shall continuously maintain such insurance in the amounts, type, and quality as required by the
Agreement.
10.3 Independent Associates and Consultants. All independent associates and
m to ed by Engineer to perform any Services hereunder shall fully comply consultants e p y y g p y y p y with the
insurance provisions contained in this paragraph.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
11.1 Engineer shall comply with all requirements of federal, state, and local laws,
rules, regulations, standards, and/or ordinances applicable to the performance of Services under
this Agreement.
12.0 REPRESENTATIONS
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12.1 Engineer represents that the Services provided hereunder shall conform to all
requirements of this Agreement shall be consistent with recognized and sound engineering
practices and procedures; and shall conform to the customary standards of care, skill, and
diligence appropriate to the nature of the Services rendered. Engineer shall perform as
expeditiously as is consistent with professional skill and care and the orderly progress of the
Services performed hereunder. Engineer's services shall be consistent with the time periods
established under this Agreement. Engineer shall provide City with a written schedule for
Services performed and such schedule shall provide for ample time for the City to reviews, for
the performance of consultants (if any), and for the approval of submissions by authorities
having jurisdiction over the Services. The Engineer's designated representative shall have the
authority to act on Engineer's behalf with respect to the Services. In addition, Engineer's
representative shall render decisions in a timely manner in order to avoid unreasonable delay in
the orderly and sequential progress of the Services. Except with the City's knowledge and
consent, the Engineer shall not engage in any activity, or accept any employment, interest or
contribution that would reasonably appear to compromise the Engineer's professional judgment
with respect to the Services. The Engineer shall review laws, codes, and regulations applicable
to Engineer's Services. The Engineer's services and design shall comply with all applicable
requirements imposed by all public authorities. The Engineer represents and warrants that it is
familiar with, and accepts that it will perform the Services hereunder in a manner that complies
with all applicable requirements of law, codes, and regulations. Engineer shall be responsible for
the professional quality, technical accuracy and the coordination of all plans, studies, reports and
other services furnished to the City under this Agreement. Unless this Agreement is terminated
by the City, or terminated by Engineer for nonpayment of any proper invoices, or the City
exercises its rights to perform the Services pursuant to under Paragraph 2.0 herein, Engineer
shall be responsible for the satisfactory and complete execution of the Services described in this
Agreement. The Engineer represents that it has carefully examine the scope of services required
by this Agreement, that it has investigated the essential requirements of the services required by
this Agreement, and that it will has sufficient personnel, equipment, and material at its disposal
top complete the services set forth in this Agreement in a good professional and workmanlike
manner in conformance with the requirements of this Agreement.
12.2 Engineer represents that all principals, employees, and other personnel furnishing
such Services shall be qualified and competent to perform the Services assigned to them and that
such guidance given by and the recommendations and performance of such personnel shall
reflect their best professional knowledge and judgment.
13.0 GUARANTEE AGAINST INFRINGEMENT
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13.1 Engineer guarantees that all Services performed under this Agreement shall be
free from claims of patent, copyright, and trademarks infringement. Notwithstanding any other
provision of this Agreement, Engineer shall indemnify, hold harmless, and defend City, its
officers, directors, employees, agents assigns, and servants from and against any and all liability,
including expenses, legal or otherwise, for actual or alleged infringement of any patent,
copyright, or trademark resulting from the use of any goods, Services, or other item provided
under this Agreement. Notwithstanding the foregoing, Engineer may elect to provide non-
infringing services.
14.0 DOCUMENTS
14.1 Public Records. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Engineer and its independent contractors and associates related, directly or indirectly, to this
Agreement, shall be deemed to be a Public Record whether in the possession or control of the
City or the Engineer. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing of the Engineer is subject to the provisions of Chapter
119, Florida Statutes, and may not be destroyed without the specific written approval of the
City's City Manager. Upon request by the City, the Engineer shall promptly supply copies of
said public records to the City. All books, cards, registers, receipts, documents, and other papers
in connection with this Agreement shall at any and all reasonable times during the normal
working hours of the Engineer be open and freely exhibited to the City for the purpose of
examination and/or audit.
14.2 Reuse of Documents. All documents, including but not limited to, drawings,
specifications, and data, or programs stored electronically or otherwise, prepared by the Engineer
and its independent contractors and associates pursuant to this Agreement or related exclusively
to the Services described herein shall be owned by the City and may be reused by the City for
any reason or purpose at anytime. However, the City agrees that the aforesaid documents are not
intended or represented to be suitable for reuse by the City or others on any undertaking other
than the Work outlined in this Agreement. Any reuse for an undertaking other than for the Work
without verification or adaptation by the Engineer, or its independent contractors and associates
if necessary, to specific purposes intended will be at the City's sole risk and without liability or
legal exposure to the Engineer.
14.3 Ownership of Documents. The City and the Engineer agree that upon payment
of fees due to the Engineer by the City for a particular design, report, inventory list, compilation,
drawing, specification, model, recommendation, schedule or otherwise, said design, report,
inventory list, compilation, drawing, specification, technical data, recommendation, model,
schedule and other instrument produced by the Engineer in the performance of this Agreement,
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or any Work hereunder, shall be the sole property of the City, and the City is vested with all
rights therein. The Engineer waives all rights of copyright in said design, report, inventory list,
compilation, drawing, specification, technical data, recommendation, model, schedule and other
instrument produced by the Engineer in the performance of this Agreement, and hereby assigns
and conveys the same to the City whether in the possession or control of the Engineer or not.
15.0 ASSIGNMENT
15.1 Engineer shall not assign or subcontract this Agreement or any rights or any
monies due or to become due hereunder without the prior, written consent of City.
15.2 If upon receiving written approval from City, any part of this Agreement is
subcontracted by Engineer, Engineer shall be fully responsible to City for all acts and/or
omissions performed by the subcontractor as if no subcontract had been made.
15.3 If City determines that any subcontractor is not performing in accordance with
this Agreement, City shall so notify Engineer who shall take immediate steps to remedy the
situation.
15.4 If any part of this Agreement is subcontracted by Engineer, prior to the
commencement of any Work by the subcontractor, Engineer shall require the subcontractor to
provide City and its affiliates with insurance coverage as set forth by the City.
16.0 INDEPENDENT CONTRACTOR
16.1 At all times during the term of this Agreement, Engineer shall be considered an
independent contractor and not an employee of the City.
17.0 DEFAULT BY ENGINEER AND CITY'S REMEDIES
17.1 The City reserves the right to revoke and terminate this Agreement and rescind all
rights and privileges associated with this Agreement, without penalty, in the following
circumstances, each of which shall represent a default and breach of this Agreement:
17.2 Engineer defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within thirty (30) calendar days after written
notice from the City specifying the default complained of, unless, however, the nature of the
default is such that it cannot, in the exercise of reasonable diligence, be remedied within thirty
(30) calendar days, in which case the Engineer shall have such time as is reasonably necessary to
remedy the default, provided the Engineer promptly takes and diligently pursues such actions as
are necessary therefore; or
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17.3 Engineer is adjudicated bankrupt or makes any assignment for the benefit of
creditors or Engineer becomes insolvent, or is unable or unwilling to pay its debts; or
17.4 Engineer has acted grossly negligent, as defined by general and applicable law, in
performing the Services hereunder; or
17.5 Engineer has committed any act of fraud upon the City; or
17.6 Engineer has made a material misrepresentation of fact to the City while
performing its obligations under this Agreement.
17.7 Engineer has assigned this Agreement without the City's prior written consent.
17.8 Notwithstanding the aforementioned, in the event of a default by Engineer, the
City shall have the right to exercise any other remedy the City may have by operation of law,
without limitation, and without any further demand or notice.
18.0 TERMINATION
18.1 Notwithstanding any other provision of this Agreement, City may, upon written
notice to Engineer, terminate this Agreement, without penalty, if: (a) Engineer is in default
pursuant to paragraph 17.0 Default; (b) Engineer makes a general assignment for the benefit of
its creditors; (c) Engineer fails to comply with any condition or provision of this Agreement; or
(d) Engineer is experiencing a labor dispute which threatens to have a substantial, adverse impact
upon performance of this Agreement without prejudice to any other right or remedy City may
have under this Agreement. In addition, either party may terminate for convenience with no
penalty at any time upon thirty (30) days advance written notice. In the event of such
termination, City shall be liable only for the payment of all unpaid charges, determined in
accordance with the provisions of this Agreement, for Work properly performed prior to the
effective date of termination.
19.0 FORCE MAJEURE
19.1 Any delay or failure of either party in the performance of its required obligations
hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm;
explosion; riot; war; sabotage; strikes; extraordinary breakdown of or damage to City's affiliates'
generating plants, their equipment, or facilities; court injunction or order; federal and /or state law
or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control
of the party affected; provided that prompt notice of such delay is given by such party to the
other and each of the parties hereunto shall be diligent in attempting to remove such cause or
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causes. If any circumstance of Force Majeure remains in effect for sixty days, either party may
terminate this Agreement.
20.0 GOVERNING LAW & VENUE
20.1 This Agreement is made and shall be interpreted, construed, governed, and
enforced in accordance with the laws of the State of Florida. Venue for any state action or
litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be
Orlando, Florida.
21.0 HEADINGS
21.1 Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
22.0 SEVERABILITY
22.1 In the event any portion or part of thereof this Agreement is deemed invalid,
against public policy, void, or otherwise unenforceable by a court of law, the parties shall
negotiate an equitable adjustment in the affected provision of this Agreement. The validity and
enforceability of the remaining parts of this Agreement shall otherwise by fully enforceable.
23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, or provision of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
23.2 No waiver, consent, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by a duly authorized representative of each party
hereto.
24.0 THIRD PARTY RIGHTS
24.1 Nothing in this Agreement shall be construed to give any rights or benefits to
anyone other than City and Engineer.
25.0 PROHIBITION AGAINST CONTINGENT FEES
25.1 Engineer warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Engineer, 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 Engineer, any fee,
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commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement.
26.0 ENTIRE AGREEMENT
26.1 This Agreement, including any Schedules, Attachments, Appendix's and Exhibits
attached hereto, constitute the entire agreement between City and Engineer with respect to the
Services specified and all previous representations relative thereto, either written or oral, are
hereby annulled and superseded.
27.0 NO JOINT VENTURE
27.1 Nothing herein shall be deemed to create a joint venture or principal -agent
relationship between the parties, and neither party is authorized to, nor shall either party act
toward third persons or the public in any manner which would indicate any such relationship
with the other.
28.0 ATTORNEY'S FEES
28.1 Should either party bring an action to enforce any of the terms of this Agreement,
the prevailing party shall be entitled to recover from the non - prevailing party the costs and
expenses of such action including, but not limited to, reasonable attorneys' fees, whether at
settlement, trial or on appeal.
29.0 COUNTERPARTS
29.1 This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be considered an original agreement; but such counterparts
shall together constitute but one and the same instrument.
30.0 DRAFTING
30.1 City and Engineer each represent that they have both shared equally in drafting
this Agreement and no party shall be favored or disfavored regarding the interpretation of this
Agreement in the event of a dispute between the parties.
31.0 NOTICE
31.1 Any notices required to be given by the terms of this Agreement shall be
delivered by hand or mailed, postage prepaid to:
For Engineer:
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CH2M HILL, Inc.
Attention: Rajah Augustinraj, P.E.
225 E Robinson Street, Suite 505
Orlando, Florida 32801
(407) 423 -0030
For City:
City of Winter Springs / Public Works Department
Attention: Public Works Director
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327 -5989 FAX: (407) 327 -6695
31.2 Either party may change the notice address by providing the other party written
notice of the change.
32.0 SOVEREIGN IMMUNITY
32.1 Notwithstanding any other provision set forth in this Agreement, nothing
contained in this Agreement shall be construed as a waiver of the City's right to sovereign
immunity under section 768.28, Florida Statutes, or other limitations imposed on the City's
potential liability under state or federal law. As such, the City shall not be liable under this
Agreement for punitive damages or interest for the period before judgment. Further, the City
shall not be liable for any claim or judgment, or portion thereof, to any one person for more than
one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof,
which, when totaled with all other claims or judgments paid by the State or its agencies and
subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred
thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement.
33.0 CORPORATE REPRESENTATIONS BY ENGINEER
33.1 Engineer hereby represents and warrants to the City the following:
a. Engineer is duly registered and licensed to do business in the State of Florida and
is in good standing under the laws of Florida, and is duly qualified and authorized to carry on the
functions and operations set forth in this Agreement.
b. The undersigned representative of Engineer has the power, authority, and legal
right to execute and deliver this Agreement on behalf of Engineer.
34.0 INDEMNIFICATION
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34.1 Engineer shall indemnify and hold harmless the City, and its officers (including
its City Attorneys) and employees, from liabilities, damages, losses, and costs, including, but not
limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the Engineer and other persons employed by the Engineer in
the performance of this Agreement.
34.2 Engineer shall also indemnify and hold harmless the City, and its officers
(including its City Attorneys) and employees, from liabilities, damages, losses, and costs,
including, but not limited to, reasonable attorney's fees, to the extent caused by Engineer's
breach and caused by other persons employed by the Engineer in the performance of this
Agreement.
34.3 The indemnity provisions set forth in Paragraphs 34.1 and 34.2 shall be
considered separate and independent indemnity provisions.
34.4 The standard of care applicable to ENGINEER's Services will be the degree of
skill and diligence normally employed by professional engineers or consultants performing the
same or similar Services at the time said services are performed. ENGINEER will reperform any
services not meeting this standard without additional compensation.
34.5 To the maximum extent permitted by law, ENGINEER's liability for OWNER's
damages will not, in the aggregate, exceed $1,000,000. This article takes precedence over any
conflicting article of this AGREEMENT or any document incorporated into it or referenced by
it. This limitation of liability will apply whether ENGINEER's liability arises under breach of
contract or warranty; tort; including negligence; strict liability; statutory liability; or any other
cause of action, and shall include ENGINEER's officers, affiliated corporations, employees, and
subcontractors
35.0 ENGINEER'S PERSONNEL AT CONSTRUCTION SITE
35.1 The presence or duties of Engineer's personnel at a construction site, whether as
onsite representatives or otherwise, do not make Engineer or Engineer's personnel in any way
responsible for those duties that belong to City and /or the construction contractors or other
entities, and do not relieve the construction contractors or any other entity of their obligations,
duties, and responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and completing all portions of
the construction work in accordance with the applicable construction contract documents and any
health or safety precautions required by such construction work. Engineer and Engineer's
personnel have no authority to exercise any control over any construction contractor or other
entity or their employees in connection with their work or any health or safety precautions and
have no duty for inspecting, noting, observing, correcting, or reporting on health or safety
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Form 1.0 (7/10/2008)
deficiencies of the construction contractor(s) or other entity or any other persons at the site
except Engineer's own personnel.
35.2 The presence of Engineer's personnel at a construction site is for the purpose of
providing to City a greater degree of confidence that the completed work will conform generally
to the applicable contract documents and that the integrity of the design concept as reflected in
the contract documents has been implemented and preserved by the construction contractor(s).
Engineer neither guarantees the performance of the construction contractor(s) nor assumes
responsibility for construction contractor's failure to perform work in accordance with the
contract documents. For this Agreement only, construction sites include places of manufacture
for materials incorporated into the construction work, and construction contractors include
manufacturers of materials incorporated into the construction work.
36.0 RECORD DRAWINGS
36.1 Record drawings, if required, will be prepared, in part, on the basis of information
compiled and furnished by others, and may not always represent the exact location, type of
various components, or exact manner in which the project was finally constructed. Engineer is
not responsible for any errors or omissions in the information from others that is incorporated
into the record drawings.
37.0 ADDITIONAL ASSURANCES
37.1 The Engineer for itself and its Subconsultants, if any, certifies that:
a. No principal (which includes officers, directors, or executive) or individual
holding a professional license and performing work under this Agreement is presently debarred,
suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any architecture, landscape architecture, engineering, or surveying activity by
any Federal, State, or local governmental commission, department, corporation, subdivision, or
agency;
b. No principal (which includes officers, directors, or executive) or individual
holding a professional license and performing work under this Agreement, employee, or agent
has employed or otherwise provided compensation to, any employee or officer of the City; and;
c. No principal (which includes officers, directors, or executive) or individual
holding a professional license and performing work under this Agreement, employee, or agent
has willfully offered an employee or officer of the City any pecuniary or other benefit with the
intent to influence the employee or officer's official action or judgment.
Small Scale Engineering Services Agreement
City of Winter Springs and CH2M HILL, Inc.
15
Form 1.0 (7/10/2008)
d. The undersigned is authorized to execute this Agreement on behalf of the
Engineer and said signature shall bind the Engineer to this Agreement. No further action is
required by the Engineer to enter into this Agreement other than Engineer's undersigned
representative execution of the Agreement.
38.0 CONFLICTS. In the event of a conflict between any provision of this
Agreement and any attachment or exhibit attached hereto, the provisions of this Agreement shall
prevail unless the attachment or exhibit expressly provides otherwise by making specific
reference to the paragraph and provision of this Agreement that is being replaced or modified.
[Signature Page Follows]
Small Scale Engineering Services Agreement
City of Winter Springs and CH2M HILL, Inc.
16
Form 1 .0 (7/10/2008)
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
CLTY ENGINEER:
CITY OF WINT R P ' NGS *
By: / By:
Print Name/Title: ) La PrintName/Title: ?,f,.lo,lS /ai(ie /
ATTEST:
By: ,_./ . !�,...
'' -Add Clerk
. • . . . . 1 I . . .
- EHI*R—
Sli9(i
Small Scale Engineering Services Agreement
City of Winter Springs and CH2M HILL, Inc.
17
Form 1 .0 (7/10/2008)
EXHIBIT "A"
RATE SCHEDULE
Winter Springs - Solary Canal Project
Rate Schedule
Category Billing Rate
Principal $240.98
Sr. Project Director $190.14
Sr. PM /Sr.Eng $158.11
Sr.Professional $158.11
Project Mgr /Staff Eng $136.63
Prof. IV $112.90
Prof. III $96.11
Technical Supervisor $96.11
Prof II $82.51
Prof. I $73.18
Sr. designer $112.90
Designer/Tech $104.63
Technical Inspector $74.13
Clerical $62.83
CH2M HILL, Inc.
225 East Robinson Street,
Suite 505
Orlando, FL 32801
Tel 407.423.0030
411 CH2MHILL Fax 407.839.5901
s
July 19, 2010
F
Brian Sitields, P.E.
City of Winter Springs
1126 E. State Road 434
Winter Springs, Florida 32708
Dear Mr. Shields,
We are pleased to present this proposal to provide engineering services to the City of Winter
Springs (City) during the construction of the Solary Canal Regional Stormwater Treatment
Facility (Facility).
As we discussed during our conference call on May 12, 2010, the Facility is currently under
construction and the City is requesting technical support from CH2M HILL, who is the
engineering firm of record for the project. We present below, the proposed scope of work,
deliverables, timeframe and budget.
I. Scope of Work: Provide shop drawing reviews, responses to technical questions
pertaining to the design, and requests for information (RFIs) from the Contractor.
Perform one site inspection in conjunction with the City staff to assess the level of
completion near the end of construction.
II. Deliverables: A progress report shall be submitted to the City with each invoice.
The progress report shall document the number of hours billed to the project and
provide a summary of the billable tasks.
III. Timeframe: The Facility is currently under construction and is expected to be
completed in January 2011. Engineering support will be provided during this period
(as requested by the City) until construction is complete or as described in Item IV.
IV. Budget: The total fee proposed for this scope of work shall be a not -to- exceed
amount of $5,000. This fee is based on approximately 40 -hours of engineering
support, and requested services will be considered complete when this amount has
been expended. Expenses, such as rental car, food and accommodations, shall be
directly invoiced to the City.
We look forward to this opportunity to be of service to you. If you have any questions
regarding this letter or the attached document, fell free to call me at 407 -423 -0030.
Regards,
F cois Didier Menard, P.E.
Vice President