HomeMy WebLinkAboutGeosyntec Consultants, Inc. Addendum 2-2017 SECOND ADDENDUM TO AGREEMENT FOR
ENGINEERING & SURVEYING, SERVICES
THIS ADDENDUM is made and entered this / ! 4 day of ,_1-r C_- 2017, by and
between the CITY OF CAPE CANAVERAL, FLORIDA, a Florida municipal 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, the City and Engineer previously entered into that certain Addendum for
Services dated January 14,2016 ("Agreement"); and
WHEREAS, pursuant to the terms of the Agreement and Addendum, 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, 2017 and shall
terminate at 11:59 p.m. on June 7, 2018. The parties shall not have the option to
renew the term.
14.0 DOCUMENTS
14.1 PUBLIC RECORDS: Pursuant to Section 119.0701, Florida Statutes and other
applicable public records laws, ENGINEER agrees that any records, documents,
transactions, writings, papers, letters, computerized information and programs, maps,
books, audio or video tapes, films,photographs, data processing software, writings or
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other material(s), regardless of the physical form, characteristics, or means of
transmission, of ENGINEER related, directly or indirectly,to the services provided to
the CITY under this Agreement and made or received pursuant to law or ordinance or
in connection with the transaction of official business by the CITY, may be deemed to
be a public record, whether in the possession or control of CITY or the ENGINEER-
Said
NGINEERSaid records, documents, transactions, writings, papers, letters, computerized
information and programs,maps,books,audio or video tapes,films,photographs,data
processing software, writings or other material(s), regardless of the physical form,
characteristics,or means of transmission of ENGINEER are subject to the provisions of
Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the CITY's designated custodian of public records.
IF THE ENGINEER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE ENGINEER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CITY'S
CUSTODIAN OF PUBLIC RECORDS/CITY CLERK AT (321)868-
1220, 105 POLK AVENUE,CAPE CANAVERAL,FLORIDA 32920.
ENGINEER is required to and agrees to comply with public records laws.ENGINEER
shall keep and maintain all public records required by CITY to perform the services as
agreed to herein. ENGINEER shall provide the CITY, upon request from the CITY
CLERK,copies of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided by law.
ENGINEER shall ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by
law for the duration of the Agreement term. Upon completion of the Agreement,
ENGINEER shall transfer to CITY, at no cost, all public records in possession of the
ENGINEER,provided the transfer is requested in writing by the CITY CLERK. Upon
such transfer,ENGINEER shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. However, if the
CITY CLERK does not request that the public records be transferred,the ENGINEER
shall continue to keep and maintain the public records upon completion of the
Agreement and shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to CITY, upon request from the CITY
CLERK, in a format that is compatible with the information technology systems of
CITY. Should the CITY not possess public records relating to this Agreement which
are requested to be inspected or copied by the CITY or any other person,the CITY shall
immediately notify ENGINEER of the request and the ENGINEER shall then provide
such records to the CITY or allow the records to be inspected or copied within a
reasonable time. If the ENGINEER does not comply with a public records request,the
CITY may enforce this Section to the extent permitted by law. ENGINEER
acknowledges that if the ENGINEER does not provide the public records to the CITY
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within a reasonable time, the ENGINEER may be subject to penalties under Section
119.10, Florida Statutes. The ENGINEER acknowledges that if a civil action is filed
against the ENGINEER to compel production of public records relating to this
Agreement,the court may assess and award against ENGINEER the reasonable costs
of enforcement, including reasonable attorney fees. All public records in connection
with this Agreement shall, at any and all reasonable times during the normal business
hours of the ENGINEER, be open and freely exhibited to the CITY for the purpose of
examination, audit, or otherwise. Failure by ENGINEER to grant such public access
and comply with public records laws and/or requests shall be grounds for immediate
unilateral cancellation of this Agreement by the CITY upon delivery of a written notice
of cancellation. If the ENGINEER falls to comply with this Section,and the CITY must
enforce this Section, or the CITY suffers a third party award of attorney's fees and/or
damages for violating Chapter 119, Florida Statutes, due to ENGINEER's failure to
comply with this Section, the CITY shall collect from ENGINEER prevailing party
attorney's fees and costs, and any damages incurred by the CITY, for enforcing this
Section against ENGINEER. And, if applicable, the CITY shall also be entitled to
reimbursement of all attorneys' fees and damages which the CITY had to pay a third
party because of the ENGINEER's failure to comply with this Section. The terms and
conditions set forth in this Section 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
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.
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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 Ci :
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
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
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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 GETtCSULTANTS,
hIVCl.
CID qALd 7 lti �
David L. Greene,City Manager Ji L gen ach, Sr. Principal/
V e Pr iden
ATTEST:
t
is Goforth, City lark
i
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