HomeMy WebLinkAboutGeosyntec Consultants, Inc. Addendum 1-2016 ADDENDUM TO AGREEMENT FOR
ENGINEERING & SURVEYING, SERVICES
THIS ADDENDUM is made and entered this I y day of (JanVad 2016, by and
between the CITY OF CAPE CANAVERAL, FLORIDA, a Florida mu t ipal corporation
("City"), located at 105 Polk Avenue, Cape Canaveral, Florida 32920, and Geosyntec
Consultants, Inc. a Florida corporation ("Engineer"), whose principal address is 6770 South
Washington Avenue,Titusville, Florida 32780.
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 and Surveying Services dated June 7,2011 ("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 7, 2016 and shall
terminate at 11:59 p.m.on June 7,2017. 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 119.0701, 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 in connection with any funds provided by the City pursuant to
this Agreement may be considered public records pursuant to Chapter 119,Florida
Addendum to Agreement for Engineering&Surveying Services
City of Cape Canaveral/Geosyntec Consultants,Inc.
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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, drawing, specification, model, recommendation, schedule or
otherwise, said design, report, inventory list, compilation, drawing, specification,
technical data, recommendation, model, schedule and other instrument produced
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City of Cape Canaveral/Geosyntec Consultants,Inc.
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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:
Geosyntec Consultants, Inc.
Attention: Jim Langenbach
6770 South Washington Avenue
Titusville,FL 32780
(321)269-5880 Phone
(321)269-5813 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.
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
Addendum to Agreement for Engineering& Surveying Services
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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 G ASYNTECANS LTANTS,
David L. Greene,City Manager ngen inch, Sr. Principal/
• ' •siden
ATTES -
Angela /pperson,City lerk
Addendum to Agreement for Engineering&Surveying Services
City of Cape Canaveral/Geosyntec Consultants,Inc.
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