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HomeMy WebLinkAboutTetra Tech, Inc. Addendum 1-2016 ADDENDUM TO AGREEMENT FOR ENGINEERING & SURVEYING SERVICES THIS ADDENDUM is made and entered this 8th day of January 2016, by and between the CITY OF CAPE CANAVERAL, FLORIDA, a Florida municipal corporation ("City"), located at 105 Polk Avenue, Cape Canaveral, Florida 32920, and TETRA TECH, INC., a foreign corporation authorized to conduct business in Florida("Engineer"), whose principal address is 3475 E. Foothill Boulevard, Pasadena, California 91107. WITNESSETH: WHEREAS, City continues to have a need to obtain engineering and surveying services from time to time on an as-needed, task-oriented basis; and WHEREAS, the City and Engineer previously entered into that certain Agreement for Engineering& Surveying Services dated June 14, 2011 ("Agreement"); and WHEREAS, pursuant to the terms of the Agreement, City and Engineer desire to extend the Agreement for a one-year renewal term and to modify certain additional provisions of the Agreement as further set forth 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. Recitals. The foregoing recitals are hereby deemed true and correct and are hereby expressly incorporated herein by this reference as a material part of this Addendum. 2. Terms and Conditions. In accordance with the Agreement, City and Engineer hereby expressly agree to modify the following terms and conditions of the Agreement as follows: 1.1 Unless sooner terminated by either Party pursuant to the terms and conditions herein, this Addendum shall commence at 12:00 a.m. on June 13, 2016 and shall terminate at 1 1:59 p.m on June 12,2017. The parties shall have the option to renew the term for one (1) additional one (1) year renewal. Such an extension shall only be by written amendment to this Agreement executed by both parties hereto. 14.0 DOCUMENTS 14.1 Public Records. In accordance with section 1 19.0701,Florida Statutes,Engineer agrees that all documents, transactions, writings, papers, letters, tapes, photographs, sound recordings, data processing software, or other material, regardless of the physical form, characteristics,or means of transmission,made or received pursuant to this Agreement or Addendum to Agreement for Engineering& Surveying Services City of Cape Canaveral/Tetra Tech, Inc. 1 in connection with any funds provided by the City pursuant to this Agreement may be considered public records pursuant to Chapter 119, Florida Statutes. Engineer agrees to keep and maintain any and all public records that ordinarily and necessarily would be required by the City in order to perform the services required by this Agreement. Engineer also agrees to provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. Engineer shall also ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. In addition, Engineer shall meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Engineer upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. If Engineer does not comply with a public records request, the City shall have the right to enforce the provisions of this Paragraph. In the event that Engineer fails to comply with the provisions of this Paragraph, and the City is required to enforce the provisions of this Paragraph, or the City suffers a third party award of attorney's fees and/or damages for violating the provisions of Chapter 119, Florida Statutes due to Engineer's failure to comply with the provisions of this Paragraph, the City shall be entitled to collect from Engineer prevailing party attorney's fees and costs, and any damages incurred by the City,for enforcing this Paragraph against Engineer. And,if applicable,the City shall also be entitled to reimbursement of any and all attorney's fees and damages which the City was required to pay a third party because of Engineer's failure to comply with the provisions of this Paragraph. This Paragraph shall survive the termination of this Agreement. a. 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. b. 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, Addendum to Agreement for Engineering& Surveying Services City of Cape Canaveral/Tetra Tech. Inc. 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, 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. c. Preexisting Ownership Rights to Documents. Notwithstanding any provisions to the contrary contained in this Agreement, Engineer shall retain sole ownership to its preexisting information not produced and paid for by the City under this Agreement including, but not limited to computer programs, software, standard details, figures, templates and specifications. 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: Tetra Tech, Inc. Attn: Rasesh Shah, P.E., Project Manager 201 East Pine Street, Suite 1000 Orlando, FL 32801 (407) 480-3926 Phone (407) 839-3790 Fax For City: City of Cape Canaveral Attention: City Manager 105 Polk Avenue Cape Canaveral, FL 32920 (321) 868-1230 Phone (321) 868-1224 Fax 31.2 Either party may change the notice address by providing the other party written notice of the change. Addendum to Agreement for Engineering& Surveying Services City of Cape Canaveral/Tetra Tech, Inc. 3 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 two hundred thousand dollars ($200,000.00), 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 three hundred thousand dollars ($300,000.00). This paragraph shall survive termination of this Agreement. 3. Other Terms and Conditions. Any other terms and conditions not expressly modified by this Addendum shall remain unchanged and in full force and effect. 4. Conflict. In the event that any terms and conditions of the Agreement conflict with the provisions of this Addendum, this Addendum shall control. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY: ENGINEER: CITY OF CAPE CANAVERAL TET' EC t INC. 04041 71 _ David Greene, City Manager /Mark A. Ry' g, Executive Vice President, Engineering & Architecture Services Group 4TTEST: Angela A erson, City Clerk Addendum to Agreement for Engineering& Surveying Services City of Cape Canaveral/Tetra Tech. Inc. 4