HomeMy WebLinkAboutJones Edmunds - Signed - Exhibit A - FINALAGREEMENT FOR
ENGINEERING I SURVEYING SERVICES
THIS AGREEMENT is made and entered this 11~ day of September 20~8, by and
between the CITY OF CAPE CANAVERAL, FLORIDA, a Florida municipal corporation
("City"), located at 100 Polk Avenue, Cape Canaveral, Florida 32920, and JONES EDMUNDS
& ASSOCIATES, INC., a Florida corporation ("Consultant"), whose principal address is 3910 S.
Washington Ave., Suite 210, Titusville, Florida 32780.
WITNESSETH:
WHEREAS, the City has a need to obtain engineering and surveying services from time
to time on an as-ileeded, task-oriented basis; and
WHEREAS, the City has followed the selection and negotiation process set forth in the
Florida's Consultants' Competitive Negotiation Act, Section 287.055,iFlorida Statutes; and
· WHEREAS, the Consultant participated in the selection and negotiation process; and
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WHEREAS, the Consultant is willing to provide such engineering and surveying services
to the City under the terms and conditions stated herein; and
WHEREAS, the City is willing to place Jones Edmunds on its list of pre-approved
continuing services consultants for the potential of providing engineering and surveying services
to the City in the future; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the pm1ies covenant and agree as follows:
1.0 TERM AND DEFINITIONS
1.1 Unless sooner tem1inated by either Pm1y'pursuant to the te1ms and conditions
herein, this Agreement shall tenninate on the fifth (5th) anniversary of the Effective Date. The
Pm1ies shall have the option.to extend the tem1 for two (2) additional one (1) year tenns. Any such
extension shall only be by written amendment to this Agreement executed by both pm1ies hereto.
1.2 The tenns and conditions of any Task Order, as described in Section 2.0 hereof,
shall be as set fm1h in such Task Order. Any Task in effect at the te1mination of this Agreement
shall remain in effect until completion of said Task Order, and all of the tenns and conditions of
this Agreement sh~ll survive until completion ~fall Task Orders.
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:
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a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as may be amended from time to time, which shall constitute authorization for the
Consultant to provide the engineering and surveying services approved by Task Order by the City
and is also sometimes referred to her.ein to include all Task Orders approved hereunder.
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. "Consultant" shall mean Jones Edmunds and its principals, employees and resident
project representatives (and assistants).
d. "Public Record" shall have the meaning given in section 119.011(12), Florida
Statutes, as may be amended.
e. "Reimbursable Expenses" shall mean the actual expenses incurred by the
Consultant or Consultant'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, as may be amended or any other actual and direct expenses the City agrees(to
reimburse by Task Order.
f "Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the patiies in a Task Order.
g. "Task Order" shall mean a written document approved by the parties pursuant to
the procedure outlined in Section 2.0 of this Agreement, and any amendments thereto approved
pursuant to the procedures outlined in Section 3.0 herein, which sets forth the Work to be
perfmmed by the Consultant under this Agreement, and shall include, without the necessity of a
cross-reference, the terms and conditions of this Agreement.
1.4 Engagement. The City hereby engages the Consultant and the Consultant agrees to
perfom1 the Services outlined in this agreement for the stated fee an·angement. 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 City shall make request of the Consultant to perfonn engineering and surveying
services on a "task" basis. The City will communicate with the Consultant, verbally or in writing,
a general description of the task to be perfmmed. If a site visif by the Consultant is needed to .
generate the scope of document, the Consultant shall request approval prior to visiting the site.
The Consultant will generate a detailed Scope of Work document, prepare a Schedule, add a Not-
to-Exceed Budget or Lump Sum Fee to accomplish the task with a detailed cost breakdown based
on the hourly rate schedule attached hereto as Exhibit "A," and send the thus developed "Task
Proposal" to the City. The detailed cost breakdown of the lump sum fee or not-to-exceed budget
shall consist of a list of major sub-tasks and a man-hour breakdown for all work to be performed.
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The cost breakdown shall include all sub-consultant work and the Task Proposal shall include the
written price proposals from all sub-consultants. The City reserves the right, at its discretion, to
consider the Task Proposal as part of a formal or informal competitive bid process before
approving or disapproving any Task Proposal. The detailed costbreakdown shall include a line
item for Reimbursable Expenses and the list of the expenses proposed to be eligible for
reimbursement. ,
The City will review the Task Proposal, along .with any other task proposa~s submitted to
the City by other contractors, and if the description, cost and other details of the Task Proposal are
deemed by the City to be in the City's best interests, the parties will enter into a mutually agreeable
written "Task Order." The Scope of Services generally to be provided by the Consultant through
r a Task Order may include any engineering and surveying services for any City project and may
contain written terms artd conditions which are deemed supplemental to this Agreement.
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The City will issue a· notice to proceed to the Consultant in the form of a letter and an
executed City purchase order. Upon receipt of the signed Task Order and the written notice to
proceed from the City, the Consultant shall perform the services set forth in the Task Order.
2.2 The City reserves the right, at its discretion, to perform any services related to this
Agreement or to retain the services of other engineering and surveying companies to provide
professional services. Further, the City does not guarantee that any. Work will be assigned to
Consultant under this Agreement. The City reserves the right to assign or contract for professional
services with any party at its sole discretion. No provision of this Agreement shall be construed
to require the City to assign any Work or task to Consultant under this Agreement.
2.3 The proposed hourly rates and certain direct charges or unit prices, as applicable,
that can be charged under this Agreement by Consultant, unless otherwise agreed by the City in
writing, are set forth in Exhibit "A" and fully incorporated herein by this refert:1nce.
2.4 No task in which the Consultant is to provide professional services to the City for
a project with an estimated construction cost exceeding $2 Million may be the subject of a Task
Order under this Agreement.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 The City may make changes in the Services at any time by giving written notice to
the Consultant. If such changes increase (additional services) or decrease or eliminate any amount
of Work, the City and the Consultant will negotiate any change in total cost or schedule
modifications. If the City and the Consultant approve any change, the Task Order will be modified
in writing to reflect the changes; and the Consultant ·shall be compensated for said service~( in
accordance with the terms of Article 5.0 herein. All change orders shall be authorized in writing
by the City's andthe Consultant's designated representative.
3.2 All of City's said Task Orders and amendments thereto shall be performed in strict
accordance with the tenns of this Agreement insofar as they are applicable.
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4.0 SCHEDULE
4.1 The Consultant shall perform services in conformance with the mutually agreed
schedule set forth in the negotiated Task Order. The Consultant shall complete all of said services
in a timely manner and will keep the City apprised of the status of work on at least a monthly basis
or as otherwise reasonably requested by the City. Should the Consultant 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 the Consultant without
the 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
CONSULTANT
5.1 General Services. For basic and additional Services performed by the Consultant's
principals, employees and resident project representatives (and assistants) pursuant to paragraphs
2.0 and 3.0, the City agrees to pay the Consultant an amount equal to that agreed upon by the
parties for a particular Task Order. However, payment terms must be consistent with the terms and
conditions in this Agreement. To the extent that the payment terms in any Task Order conflict with
the payment terms set forth in this Agreement, the conflicting provisions of this Agreement shall
prevail. ·
5.2 Additional Services Performed by Professional Associates and Consultants. ,For
additional Services and Reimbursable Expenses of independent professional associates and
consultants employed by the Consultant to render additional Services pursuant to paragraphs 2.0
and 3.0, the City agrees to pay the Consultant 1m amount equal to that billed the Consultant by the
independent professional associates and consultants. Prior to payment by the City, the Consultant
shall submit to the City a copy of any written invoice received by the Consultant from all
independent professional associates and consultants which clearly evidences the amount billed'by
the independent professional associates and consultants for additional Services and any
Reimbursable Expenses.
5.3 Witness Services. For witness or expe1i services rendered by the Consultant's
principals, employees, resident project representatives (and assistants) and independent
professional associates and consultants on behalf of the City in any litigation, arbitration or other
· legal or interested administrative proceeding in which the City is a named interested pmiy, the City
agrees to pay the Consultant or independent professional associate or consultant, which is used as
a witness or expert, an amount equal to that agreed upon by the pmiy for a particular Task Order.
5.4 Florida Prompt Payment Act. Payment shall be due and payable as provided by the
Florida Prompt Payment Act Section 218.70 et. seq., Florida Statutes.
5.5 Miscellaneous. Under no circumstances shall actual or direct costs under this
Agreement include costs associated with inefficiency, offsite or home office overhead, loss of
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productivity, consequential damages, legal or consulting costs or costs associated with delays
caused in whole or in part by the Consultant.
5.6 Errors and Deficiencies. The Consultant shall not invoice the City or seek any
compensation from the City to correct or revise any errors or deficiencies in the Consultant's
services provided under this Agreement.
5.7 Payment Offsets. To the extent that the Consultant 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 Consultant for any money owed to the City by the Consultant. Before
to withholding any payments, the City will provide Consultant with at least five (5) business days'
notice to afford Consultant an opportunity to resolve the payment issue to the City's complete
satisfaction within said time period.
5.8 Payrrtent 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 the Consultant shall remain liable to the City
in accordance with applicable law for all damages to the City caused by the Consultant's
performance of any Services provided under this Agreement.
5.9 Delay Remedy. The risk of any monetary damages caused by any delays in
performing the Services under this Agreement and any Task Order are accepted and assumed
entirely by the Consultant, and in no event shall any claim relating thereto for an increase in
compensation be made or recognized. The Consultant 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. The Consultant's remedy for a delay shall be an equitable extension of time to perfmm
the Services for each day of such delay that impacts the critical path of the schedule established
under this Agreement or specific Task Order.
5.10 Acceptance of Payment. Acceptance of final payment by the Consultant for a
specific Task Order shall constitute a release of all claims for payment which the Consultant may
have against the City for that Task Order unless such claims are specifically reserved in writing
and transmitted to the City by the Consultant prior to its acceptance. Said final payment shall not,
however, be a bar to any claims that the City may have against the Consultant or to any remedies
the City may pursue with respect to such claims.
5.11 Payment Adjustments. It is agreed that payment by the City of any billing will not
constitute agreement as to the appropriateness of any item and that at the time of any final audit,
all required adjustments will be made and reflected in a final payment. In the event that such final
audit reveals an overpayment to the Consultant, the Consultant agrees to refund such overpayment
to the City within ninety (90) days of notice of any such overpayment. Such refund shall not
constitute a waiver by the Consultant for any claims relating to the validity of a fmding by the City
of overpayment.
5.12 Partial Payments. Payment made to the Consultant shall not constitute acceptance
of the work or any portion thereof which is not in accordance with this Agreement. The City
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retains the right to pay only that percentage of the total contract amount that equals the same
percentage that work completed bears to the total amount of Work required to be performed under
this Agreement. If the City objects to all or any portion of any invoice, it shall notify the Consultant
of the same within five (5) days from the date of receipt and shall pay that portion of the invoice
not in dispute. The parties shall immediately make every effort to settle the disputed portion.
6.0 RIGHT TO INSPECTION
6.1 The City or its affiliates shall at all times have the right to review or observe the
Services performed by the Consultant.
6.2 No inspection, review or observation shall relieve the Consultant of its
responsibility under this Agreement.
7.0 PROGRESS MEETING
7.1 'The 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 any Task Order
entered into under this Agreement. The Consultant's Project Manager and all other appropriate
personnel shall attend such meetings as designated by the City's Project Manager.
8.0 SAFETY
8.1 The Consultant shall be solely and absolutely responsible and assume all liability
for the safety and supervision of its principals, employees and resident project representatives (and
. assistants) while performing Services provided hereunder.
9.0 REASONABLE ACCESS
9.1 During the term of this Agreement, the City shall grant the Consultant reasonable
access to the City's premises, records and files for purposes of fulfilling its obligations under this
Agreement. ·
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10.0 INSURANCE
· 10.1 Liability Amounts. During the tem1 of this Agreement, the Consultant shall be
responsible for providing the types of insurance and limits of liability as set forth below.
a. Professional Liability. Proof ofprofessionalliability insurance shall be provided to
the City for the minimum amount of $3,000,000.00 per occurrence and in the aggregate with a
deductible not greater than $50,000.00.
b. General Liability. The Consultant shall maintain comprehensive general liability
insurance in the minimum amount of $1,000,000.00 as the combined single limit for each
occun·ence, with a deductible no greater than $5,000.00, unless a higher deductible is pre-approved
by the City Manager, to protect the Consultant from claims of property damages and personal
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injury which may arise from any Services performed under this Agreement, whether such Services
are performed by the Consultant or by anyone qirectly employed by or contracting with the
Consultant.
c. Automobile Liability. The Consultant shall maintain comprehensive automobile
liability insurance in the minimum amount of $1,000,000 per occurrence combined single limit for
bodily injury, including wrongful death, and 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 Consultant or by anyone directly or indirectly
employed by the Consultant.
d. Workers' Compensation. The Consultant 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 1 0.1.b and 1 0.1.c herein, as its interest may appear, from time
to time.
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 thii"ty (30) days' prior written notice has been given to the City, and the
Consultant by ce11ified mail, retum receipt requested. All such insurance shall remain iii effect
until final payment. In the event that the Consultant 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 Consultant. The Consultant shall immediately forward funds to the City
in full payment for said insurance. It is expressly agreed that neither the provision of the insurance
refened to in this Agreement nor the City's acceptance of the' tenns, conditions or amounts of any
insurance policy shall be deemed a wananty 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 detennined by the City Manager) and licensed by the State
ofFlorida to engage in the business of writing of insurance or provided through the London Market
for Professional Liability Insurance. The Consultant shall cause its insurance carriers, prior to the
effective date of this agreement to furnish insurance cet1ificates 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. Further copies of all relevant policies
will be provided to the City within thirty (30) days of the effective date of this agreement. If the
City has any objection to the coverage afforded by or other provision of the insurance required to
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be purchased and maintained by the Consultant in accordance with this Article on the basis of its
not complying with the Agreement, the City shall notify the Consultant in writing thereof within
thirty (3,0) 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.
10.4 Independent Associates and Consultants. All independent associates and
consultants employed by the Consultant to perform any Services hereunder shall fully comply with
the insurance provisions contained in this paragraph.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
11.1 The Consultant 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
12.1 The Consultant represents that the Services provided hereunder shall conform to all
requirements of this Agreement and any Task Order, shall be consistent with recognized and sound
engineering and surveying practices and procedures; and shall conform to the customary standards
of care, skill, and diligence appropriate to the nature of the Services rendered. The Consultant shall
perform as expeditiously as is consistent with professional skill and care and the orderly progress
of the Services performed hereunder. The Consultant's services shall be consistent with the time I periods established under this Agreement or the applicable Task Order. The Consultant shall
provide the City with a written schedule for services performed under each Task Order and such
schedule shall provide for ample time for the City to review, for the performance of consultants (if
any), and for the approval of submissions by authorities having jurisdiction over the services. The
Consultant's designated representative shall have the authority to act on the Consultant's behalf
with respect to the Services. In addition, the Consultant's representative shall render decisions in a
timely manner in order to avoid umeasonable delay in the orderly and sequential progress of the
Services. Except with the City's knowledge and consent, the Consultant shall not engage in any
activity, or accept any employment, interest or contribution that would reasonably appear to
compromise the Consultant's professional judgment with respect to the Services. The Consultant
shall review laws, codes and regulations applicable to the Consultant's Services. The Consultant's
services and design shall comply with all applicable requirements imposed by all public
authorities. The Consultant represents and agrees that it is familiar with, and accepts that it will
perfmm the Services hereunder in a manner that complies with all applicable requirements oflaw,
codes, and regulations. The Consultant shall be responsible for the professional quality, technical
accuracy and the coordination of all plans, studies, repmis and other services fumished to the City
under this Agreement.· Unless this Agreement is tenninated by the City, or te1minated by the
Consultant for nonpayment of any proper invoices, or the City exercises its rights to perfmm the
Services pursuant to Section 2.2 herein, the Consultant shall be responsible for the satisfacto1y and
comple,te execution of the Services described in this Agreement and any Task Order. The
Consuitant represents that it will carefully examine the scope of services required by the City in
the Task Order, that it will investigate the essential requirements of the services required by the
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Task Order and that it will have sufficient personnel, equipment and material at its disposal to
complete the services set forth in the Task Order in a good professional and workmanlike manner
in conformance with the requirements of this Agreement.
12.2 The Consultant 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 ~md the recommendations and performance of such personnel
shall reflect their best professional kilowledge and judgment.
13.0 NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
13.1 The Consultant agrees that all Services performed under this Agreement shall be
free from claims of patent, copyright, and trademark infringement. Notwithstanding any other
provision of this Agreement, the Consultant shall indemnify, hold harmless and defend the 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, the Consultant may elect to provide non-infringing
services.
14.0 DOCUMENTS
14.1 Public Records. Pursuant to Section 119.0701, Florida Statutes and other applicable
public records laws, Consultant 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 other material(s), regardless of the physical
form, characteristics, or means of transmission, of Consultant 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 the City or the Consultant.· Said records,
documents, transactions, writings, papers, letters, computerized infmmation and programs, maps,
books, audio or video tapes, films, photographs, data processing software, writings or other
material(s), regardless of the physical fmm, characteristics, or means of transmission of Consultant
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 ofpubli,c records.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, THE CITY CLERK, AT (321) 868-1220 x207, CITY CLERK'S OFFICE,
100 POLK AVENUE, P.O. BOX 326, CAPE CANAVERAL, FL 32920.
Consultant is required to and agrees to comply with public records laws. Consultant shall
keep and maintain all public records required by the City to perform the services as agreed to
herein. Consultant 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
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not exceed the cost provided by law. Consultant shall ensure that public records that are exempt
or confidential and exempt from public records disclosure requirements are not disclosed ~xcept
as authorized by law for the duration of the Agreement te1m. Upon completion of the Agreement,
Consultant shall transfer to the City, at no cost, all public records in possession of the Consultant,
provided the transfer is requested in writing by the City Clerk. Upon such transfer, Consultant
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 Consultant 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 the City, upon request from the City
Clerk, in a format that is compatible with the information technology systems of the 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 Consultant of the
request and the Consultant shall then provide such records to the City or allow the records to be
inspected or copied within a reasonable time. If the Consultant does not comply with a public
records request, the City may enforce this Section to the extent permitted by law. Consultant
acknowledges that if the Consultant does not provide the public records to the City within a
reasonable time, the Consultant may be subject to penalties under Section 119.10, Florida Statutes.
The Consultant acknowledges that if a civil action is filed against the Consultant to compel
production of public records relating to this Agreement, the court may assess and award against
Consultant 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 Consultant, be open and freely exhibited to the City for the purJ>ose of
examination, audit, or otherwise. Failure by Consultant 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 Consultant
fails 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
Consultant's failure to comply with this Section, the City shall collect from Consultant prevailing
party attorney's fees and costs, and any damages incmTed by the City, for enforcing this Section
against Consultant. 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 pmty because of the Consultant's
failure to comply with this Section. The tenns and conditions set fmth in this Section shall survive
the tetmination 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 Consultant
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 any time. 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 undet1aking other than
theW ork outlined in this Agreement. Any reuse for an unde1taking other than for the Work without
verification or adaptation by the Consultant, 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 Consultant.
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b. Ownership of Documents. The City and the Consultant agree that upon payment of
fees due to the Consultant 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 instruinent produced by the Consultant 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 Consultant 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 Consultant in the performance of this Agreement, and hereby assigns
and conveys the same to the City whether in the possession or control of the Consultant or not.
c. Preexisting Ownership .Rights to Documents. Notwithstanding any provisions to
the contrary contained in this Agreement, the Consultant 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.
15.0 ASSIGNMENT
15.1 The Consultant shall not assign or subcontract this Agreement, any Task Order
hereunder, or any rights or any monies due or to become due hereunder without the prior, written
consent of the City. Any subcontractors employed by Consultant for any Work required under
this Agreement shall require prior written approval from the City, unless previously approved in
c the Task Order. Any attempt to assign or subcontract the responsibilities and payments under this
Agreement without the express prior written consent of the City shall be grounds for termination
of the Agreement.
15.2 If upon receiving written approval from the City, any part of this Agreement is
subcontracted by the Consultant, the Consultant shaH be fully responsible to the City for all acts
and/or omissions performed by the subcontractor as if no subcontract had been made.
15.3 If the City determines that any subcontractor is not perfmming in accordance with
/this Agreement, the City shaH so notify the Consultant who shaH take immediate steps to remedy
the situation. ·
15.4 If any pmi of this Agreement is subcontracted by the Consultant, prior to the
commencement of any Work by the subcontractor, the Consultant shaH require the subcontractm~
to provide the City and its affiliates with insurance coverage as set fmih by the City.
16.0 INDEPENDENT CONTRACTOR
16.1 At a11 times during the te1m of this Agreement, the Consultant and any approved
subcontractors shaH be considered an independent contractor(s) and not an employee(s) of the
City.
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 11 of20
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17.0 DEFAULT BY CONSULTANT AND CITY'S REMEDIES
17.1 In addition to the City's right to terminate this Agreement for convenience under
Section 18.0 of this Agreement, the City also reserves the right to revoke and terminate this
Agreement for a default and to rescind all rights and privileges associated with this Agreement,
without penalty, based on a default including, but not limited to, any of the following
circumstances, each of which shall represent a default and breach of this Agreement:
a. The Consultant 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 Consultant shall have such time as is reasonably necessary to
remedy the default, provided the Consultant promptly takes and diligently pursues such actions as
are necessary therefore; or
' b. The Consultant is adjudicated bankrupt or makes any assignment for the benefit of
,creditors or~the Consultant becomes insolvent, or is unable or unwilling to pay its debts; or
J c. ' The Consultant has acted grossly negligent, as defined by general and applicable
law, in perfmming the Services hereunder; or
d. The Consultant has committed any act of fraud upon the City; or
e. The Consultant has made a material misrepresentation of fact to the City while
perfmming its obligations under this Agreement.
f. The Consultant has assigned this Agreement or any Task Order without the City's
prior written consent.
17.2 Notwithstanding the aforementioned, in the event of a default by the Consultant,
the City shall have the right to exercise any other remedy the City may have by operation oflaw,
without limitation, and without any fmiher demand or notice.
17.3 In the event of such tennination upon default and breach of this Agreement, any
completed services perfonned by the Consultant under this Agreement shall, at the option of the
City, become the City's propetiy and tl~e Consultant shall be entitled to receive equitable
compensation for any work completed .to the satisfaction of the City. The Consultant, however,
shall not be relieved of liability to the City for damages sustained by the· City by reason of any
breach' of the Agreement, and the City may withhold any payments to the Consultant for the
purpose of setoff until such time as the amount of damages due to the City from the Consultant
can be detetmined.
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 12 of20
18.0 TERMINATION
' 18.1 Notwithstanding any other provision ofthis Agreement, the City may, upon written
notice to the Consultant, terminate this Agreement, without penalty, if: (a) the Consultant is in
default pursuant to Section 17.0 Default; (b) the Consultant makes a general assignment for the
benefit of its creditors; (c) the Consultant fails to comply with any condition or provision of this
Agreement; or (d) the Consultant 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 the City may have under this Agreement. In additiqn, 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, the 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.
18.2 In addition, either party may terminate for convenience without penalty at any
time upon thirty (30) days advance written notice.
18.3 In the event of 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 (with the exception of Consultant's labor force);
extraordinary breakdown of or damage to the City's affiliates' generating plants, their equipment
or facilities; court injunction or order; federal andior state law or regulation; order by any
regulatory agency; or cause or causes beyond th~ 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 patties hereunto
shall be diligent in attempting to remove such cause or 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, govemed, and
enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation
shall be Brevard 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
constmed as part of this Agreement.
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 13 of20
22.0 SEVERABILITY
22.1 In the event any portion or part thereof of 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 oth_erwise 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 the City and the Consultant.
25.0 PROHIBITION AGAINST CONTINGENT FEES
25.1 The Consultant warrants that it has pot employed or retained any company ot
person, other than a bona fide employee working solely for the 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 the Consultant, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of this provision, the City shall have the right to
terminate the agreement without liability and, at its discretion, to deduct from the contract price,
or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.
26.0 ENTIRE AGREEMENT
26.1 This Agreement, including any Task Orders and Schedules, Attaclm1ents,
Appendices and Exhibits attached hereto, constitute the entire agreement between the City and the
Consultant 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 suchrelationship with the
other.
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 14 of20
28.0 ATTORNEY'S FEES
28.1 Should any litigation arise concerning this Agreement between the parties, the
parties agree to bear their own costs and attorney's fees, whether at settlement, trial or on apreal.
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 9onstitute but one and the same instrument.
30.0 DRAFTING
30.1 . The City and the Consultant 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 ofa 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 Consultant:
Jones Edmunds & Associates, Inc.
Attentiqn: Richard N. Koller, PE
3910 S. Washington Ave., Suite 210
Titusville, Florida 32780
(321) 269-2950 Phone
For City:
City of Cape Canaveral
Attention: City Manager
100 Polk A venue
Cape Canaveral, FL 32920
(321) 868 -1220 Phone
(321) 868 -1247 Fax
31.2 Either party may change the notice address by providing the other party written
notice of the change.
· 31.3 Any Notice given as provided herein shall be deemed received as follows: if
delivered by personal service, on the date so delivered; if delivered to an overnight courier service,
on the business day immediately following delivery to such service; and if mailed, on the third
business day after mailing.
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 15 of20
32.0 SOVEREIGN IMMUNITY
32.1 The City intends to avail itself of the benefits of Section 768.28, Florida Statutes
and any other statutes and common law governing sovereign immunity to the fullest extent
possible. Neither this provision nor any other provision of 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. Consultant agrees
that City shall not be liable under this Agreement for punitive damages or interest for the period
before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to
any one person for over 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 three hundryd
thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of
any third party for the purpose of allowing any claiffi which would otherwise be barred under the
doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination
of this Agreement.
33.0 CORPORATE REPRESENTATIONS BY CONSULTANT
33.1 The Consultant hereby represents and warrants to the City the following:
a. The Consultant 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 fmih in this Agreement.
b. The undersigned representative of the Consultant has the power, authority, and
legal right to execute and deliver this Agreement on behalf of the Consultant.
34.0 INDEMNIFICATION AND LIMITATION OF LIABILITY
34.1 The Consultant shall indemnify and hold harmless the City, its officers, employees,
agents, and volunteers, 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 the Consultant and other persons employed or utilized by the Consultant in
the perfonnance of this Agreement, including any Task Order.
The Consultant specifically assumes potential liability for actions brought by the
Consultant's own employees against the City and, solely for the purpose of this indemnification
and defense, the Consultant specifically waives its entitlement, if any, to immunity under Section
440.11, Florida Statutes. Tllis waiver has been specifically and mutually negotiated by the patiies.
The indemnity provisions set forth in this Section shall survive termination of this
Agreement.
34.2 For other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Consultant expresses its willingness to enter into this Agreement with the
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 16 of20
knowledge that the Consultant's recovery from the City to any action or claim arising from the
Agreement is limited to a maximum amount of the sum of any Agreement amount that is owed by
the City for services actually performed by the Consultant to the City's complete satisfaction, and
in no case shall exceed the amount provided in article 32.1 herein. Nothing contained in this
paragraph or elsewhere in this Agreement is in any way intended either to be a waiver of the
limitation placed upon the City's liability as set forth in Section 768.28 Florida Statutes, or to
extend the City's liability beyond the limits established in said Section 768.28 Florida Statutes;
and no ,claim or award against the, City shall include attorney's fees, investigative costs, expert
fees, suit costs or pre-judgment interest. -
34.3 PURSUANT TO SECTION 558.0035, FLORIDA STATUTES, AN
INDIVIDUAL EMPLOYEE OR AGENT OF THE CONSULTANT MAY NOT BE HELD
INDIVIDUALLY LIABLE FOR ECONOMIC DAMAGES ~SULTING FROM
NEGLIGENCE UNDER THIS AGREEMENT IF THE CONDITIONS OF SECTION 558.0035
ARE SATISFIED.
35.0 CONSULT ANT'S PERSONNEL AT CONSTRUCTION SITE
35.1 The presence or duties of the Consultant's personnel at a construction site, whether
as onsite representatives or otherwise, do not make the Consultant or the Consultant's personnel in
any way responsible for those duties that belong to the 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. The
Consultant and the Consultant'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, conecting or
reporting on health or safety deficiencies of the construction contractor(s) or other entity or any
other persons at the site except the Consultant's own personnel.
35.2 The presence of the Consultant's personnel at a construction site is for the purpose
of providing to the City a greater degree of c<;mfidence that the completed work will confmm
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). The Consultant neither guarantees the perfopnance of the construction contractor(s)
nor assumes responsibility for construction contractor's failure to perfonn 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 ofinfmmation
compiled and furnished by others, and may not always represent the exact location, type of various
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 17 of20
components, or exact manner in which the project was finally constructed. The Consultant 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 C:onsultant for itself and its Sub-consultants, 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.
d. The undersigned is authorized to execute this Agreement on behalf of the
Consultant and said signature shall bind the CoNsultant to this Agreement. No further action is
required by the Consultant to enter into this Agreement other than the Consultant's undersigned
representative's execution of the Agreement.
[Signature Page Follows]
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 18 of20
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: CONSULTANT:
CITY OF CAPE CANAVERAL JONES EDMm.l))S & ASSOCIATES; INC.
David L. Greene, City Manager Stanle rreira, Jr., PE
President & CEO
Mia Goforth, CMC,
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral/ Jones Edmunds & Associates
· Page 19 of20
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EXHIBIT A
Hourly Rate Schedule
Agreement for Continuing Engineering I Surveying Services
City of Cape Canaveral I Jones Edmunds & Associates
Page 20 of 20 ·
Jonesfdmund~
Integrity • Knowledge • Service
EXHIBIT A
Standard Hourly Rates
Labor Category Hourly Rate Hourly Rate Hourly Rate Hourly Rate Hourly Rate
(2018) (2019) (2020) (2021) (2022)
Pro ect Off1cer $ 250 258 265 273 281
Senior Proj_ect Manager $ 225 $ 232 _1 i39 $ _ 246 $ .253
Project Manager $ 170 $ 175 $ 180 $ 186 $. 191
Chief Engineer or Scientist r $ 225 $ 232 $ 239 $ 246 $ 253
Senior Engineer $ 215 $ 221 $ 228 $ 235 $ 242
Senior Scientist $ 160 $ 165 $ 170 $ 175 $ 180
Project Engineer $ 170 $ 175 $ 180 $ 186 $ 191
Project Scientist $ 150 $ 155 $ 159 $ 164 $ 169
Engineer or Scientist $ 130 $ 134 t 138 $ 142 $ 146
Engineer Intem (PhD) $ 120 $ 124 $ 127 $ 131 $ 135
Engineer Intem or Associate Scientist $ 100 $ 103 $ 106 $ 109 $ 113
Designer $ 120 $ 124 $ 127 $ 131 $ 135
Senior CADD Deslg_ner $ 115 $ 118 _1 122 $ 126 $ i29
CADD Designer $ 100 $ 103 $ 106 $ 109 $ 113
Senior CADD Technician $ 90 $ 93 $ 95 $ 98 $ 101
CADD Technician $ 80 $ 82 $ 85 $. 87 $ 90
Systems Analyst $ 160 $ 165 $ 170 j_ 175 $ 180
Senior GIS Analyst or Senior GIS Programmer $ 130 $ 134 $ 138 $ 142 $ 146
GIS Analyst or Programmer $ 100 $ 103 $ 106 $ 109 $ 113
Senior GIS Technician $ 80 $ 82 $ 85 $ 87 $ 90
GIS Technician $ 70 $ 72 $ 74 $ 76 $ 79
Senior Database Administrator $ 165 $ 170 $ 175 $ 180 $ 186
Database Administrator $ 130 $ 134 $ 138 $ 142 $ 146
Environmental Data Analyst $ 90 $ 93 $ 95 $. 98 $ 101
Senior Field Technician Environmental $ 95 $ 98 $ 101 $ 104 $ 107
Field Technician Environmental $ 85 $ 88 $ 90 $ 93 $ 96
Senior Construction Administrator $ 155 $ 160 $ 164 $ 169 $ 174
Construction Administrator $ 120 $ 124 $ 127 $ 131 $ 135
Senior Field Representative Construction $ 105 $ 108 $ 111 $ 115 $ 118
Field Representative Construction $ 85 $ 88 $ 90 $ 93 $ 96
Construction Project Coordinator $ 70 $ 72 $ 74 $ 76 $ 79
Senior Administrative Assistant $ 85 $ 88 $ 90 $ 93 $ 96
Administrative Assistant $ 65 $ 67 $ . 69 $ 71 .$ 73
Senior Technical Editor $ 110 $ 113 $ 117 $ 120 $ 124
Expert Witness Testimony 2 x Hourly Rate
Other Direct Costs and subconsultant invoices will be billed at a 1.1 multiplier
800.237.10~3 I JONESEDMUNDS.COM