HomeMy WebLinkAboutTetra Tech, Inc Agreement 6 2011AGREEMENT FOR
ENGINEERING & SURVEYING SERVICES
THIS AGREEMENT is made and entered this ILI _0% day of Z(400— 2011, 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 has a need to obtain engineering and surveying services from time to time
on an as -needed, 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, Florida Statutes; and
WHEREAS, Engineer participated in the selection and negotiation process; and
WHEREAS, Engineer is willing to provide such engineering and surveying 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 Unless sooner terminated by either Party pursuant to the terms and conditions herein,
this Agreement shall terminate on the fifth (5th) anniversary of the Effective Date. The Parties shall
have the option to extend the term for two (2) additional one (1) year renewals. Such an extension
shall only be by written amendment to this Agreement executed by both parties hereto.
1.2 The terms and conditions of any Task Order, as described in Section 2 hereof, shall be
as set forth in such Task Order. Any Task in effect at the termination of this Agreement shall remain
in effect until completion of said Task Order, and all of the terms and conditions of this Agreement
shall survive until completion of all 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:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as amended from time to time, which shall constitute authorization for the Engineer to
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provide the engineering and surveying services approved by Task Order by the City and is also
sometimes referred to herein 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. "Engineer" shall mean Tetra Tech, Inc., and its principals, employees, 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 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, 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 parties in a Task Order.
g. "Task Order" shall mean a written document approved by the parties pursuant to the
procedure outlined in paragraph 2.0 of this Agreement, and any amendments thereto approved
pursuant to the procedures outlined in paragraph 3.0 herein, which sets forth the Work to be
performed by Engineer 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 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 City shall make request of Engineer to perform engineering and surveying
services on a "task" basis. The City will communicate with Engineer, verbally or in writing, a general
description of the task to be performed. The Engineer will generate a detailed Scope of Work
document, prepare a Schedule, add a Lump Sum Fee with a detailed cost breakdown to accomplish
the task, and send the thus developed "Task Proposal" to the City. The detailed cost breakdown of
the lump sum fee shall consist of a list of major sub -tasks and a man-hour breakdown for all work to
be performed. The cost breakdown shall include all sub -consultant work and the Task Proposal shall
include the written price proposals from all sub -consultants. The detailed cost breakdown shall
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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, and if the description is mutually
acceptable, the parties will enter into a written "Task Order." The Scope of Services generally to be
provided by the Engineer through a Task Order may include any civil engineering or surveying
services for any City project and may contain written terms and conditions which are deemed
supplemental to this Agreement.
The City will issue a notice to proceed to the Engineer 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 Engineer 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 or surveying companies to provide
professional 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 Task Order 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 of City's said Task Orders and amendments thereto shall be performed in strict
accordance with the terms of this Agreement insofar as they are applicable.
4.0 SCHEDULE
4.1 Engineer shall perform services in conformance with the mutually agreed schedule set
forth in the negotiated Task Order. Engineer shall complete all of said services in a timely manner
and will keep City apprised 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.
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5.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF
5.1 General Services. For basic and additional Services performed by Engineer's
principals, employees, and resident project representatives (and assistants) pursuant to paragraphs 2.0
and 3.0, the City agrees to pay the Engineer 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 Engineer to render additional Services pursuant to paragraphs 2.0 and 3.0,
the City agrees to pay the Engineer an amount equal to that billed Engineer by the independent
professional associates and consultants. Prior to payment by the City, the Engineer shall submit to
the City a copy of any written invoice received by Engineer 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 expert services rendered by Engineer'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 party, City agrees to pay the
Engineer or independent professional associate or consultant, which is used as a witness or expert, an
amount equal to that agreed upon by the party 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 in efficiency, 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.
5.6 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
provided under this Agreement.
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5.7 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.
5.8 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.
5.9 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 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 or specific Task
Order.
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 any Task Order entered into
under 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.
9.0 REASONABLE ACCESS
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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 of liability as set forth below.
a. Professional Liability. Proof of professional liability insurance shall be provided to
the City for the minimum amount of $1,000,000 as the combined single limit per claim and
$1,000,000 in the aggregate.
b. General Liability. The Engineer shall maintain comprehensive general liability
insurance in the minimum amount of $1,000,000 per occurrence, $2,000,000 aggregate for bodily
injury and property damage 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. Automobile Liability. The Engineer 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 Engineer or by anyone directly or indirectly employed by the Engineer.
d. Workers' Compensation. 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 terra 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.
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
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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 or provided through the London Market for Professional
Liability Insurance. Unless agreed to by the City to the contrary, the City shall be named on the
insurance policies included in article 10.1.b and 10.1.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. 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 be purchased and maintained by the Engineer in
accordance with this Article on the basis of its not complying with the 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.
10.4 Independent Associates and Consultants. All independent associates and
consultants employed by Engineer to perform any Services hereunder shall fully comply with the
insurance provisions contained in this paragraph.
1.1.0 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
12.1 Engineer 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
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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 or the applicable Task Order. Engineer shall provide City with a
written schedule for services performed under each Task Order 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 2.2 herein, Engineer shall be responsible
for the satisfactory and complete execution of the Services described in this Agreement and any Task
Order. The Engineer represents that it will carefully examine the scope of services required by the
City in and Task Order, that it will investigate the essential requirements of the services required by
the Task Order, and that it will have sufficient personnel, equipment, and material at its disposal top
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 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
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
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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.
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.
15.0 ASSIGNMENT
15.1 Engineer 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
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 or any Task Order 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 causes. If any
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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
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
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, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
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26.0 ENTIRE AGREEMENT
26.1 This Agreement, including any Task Orders and 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:
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For En sneer:
Tetra Tech, Inc.
Attn: Jennifer L. Woodall, Vice President
201 East Pine Street, Suite 1000
Orlando, FL 32801
(407) 480-3948 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.
32.0 SOVEREIGN D4MUNITY
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 claire 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.
Agreement for Engineering & Surveying Services
City of Cape Canaveral / Tetra Tech, Inc.
14
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
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 the Agreement and any Task Order.
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 the Agreement and any Task Order.
The indemnity provisions set forth in Paragraphs 34.1 and 34.2 shall be considered separate
and independent indemnity provisions.
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 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
Agreement for Engineering & Surveying Services
City of Cape Canaveral l Tetra Tech, Inc.
15
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 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 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.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
Agreement for Engineering & Surveying Services
City of Cape Canaveral / Tetra Tech, Inc.
16
CITY:
ENGINEER:
CITY OF CAPE CANAVERAL TETRA TE
�David Greene, City Manager a { A. Rynning, Executive Vice
President, Engineering &
Architecture Services Group
ATTEST:
Angela Apperson, City Clerk
Agreement for Engineering & Surveying Services
City of Cape Canaveral 1 Tetra Tech, Inc.
17
CERTIFICATE
TETRA TECH, INC.
To the City of Cape Canaveral:
I hereby certify to you that I am the duly elected and qualified Senior Vice
President, General Counsel and Secretary of Tetra Tech, Inc., a Delaware corporation
(the "Company"), and that, as such, I am authorized to execute this Certificate on behalf
of the Company. I further certify to you on behalf of the Company that:
Mark A. Rynning, Executive Vice President of the Company's Engineering and
Architecture Services Group, is authorized, in accordance with the Company's Signature
Approval Authority Matrix, as approved by the Company's Board of Directors on April
24, 2009, to execute for and on behalf of the Company, a contract to provide professional
engineering/surveying, planning, consulting and architectural services between the
Company and the City of Cape Canaveral.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 28'1' day of
April, 2011.
J is B. Salin
Senior Vice President, General Counsel and
Secretary
': ,SsaaCiiia
(Seal)
TETRA TECH, INC.
Rate Schedule for Time and Expense Services
Effective January 1, 2011, through December 31, 2011
2011 Hourly Billing Rate
Project/Program Management
Project Manager
$160
Senior Project Manager
$195
Discipline Leader
$210
Operations Manager
$220
Project Administration
Project Assistant
$65
Project Administrator
$75
Senior Project Administrator
$80
Contracts Administrator
$100
Engineers
Engineer 1
$85
Engineer 11
$110
Engineer IU
$125
Engineer IV
$135
Engineer V
$165
Engineer VI
$215
Scientists
Scientist 1
$80
Scientist 11
$95
Scientist 111
$100
Scientist IV
$135
Scientist V
$160
Scientist VI
$190
Design Professionals
Graphic Designer
$65
CAD Tech 1
$55
Cad Tech 11
$65
CAD Designer 1
$75
CAD Designer II
$90
Senior CAD Designer
$120
Architect
$130
Engineering Designer 1
$115
Engineering Designer If
$125
Senior Engineering Designer
$140
CADD Manager
$120
Plant Operations
Operator 1
$60
Operator II
$70
Plant Supervisor
$75
Plant Manager
$90
Plant Operations Manager
$110
[mw,)
TETRA TECH, INC.
Rate Schedule for Time and Expense Services
Effective January 1, 2011, through December 31, 2011
Surveyors
Survey Tech I
Survey Tech II
Survey Party Chief
Surveyor
Survey Manager
Senior Survey Manager
Construction Services
Construction Administrator
Construction Inspector
Senior Construction Inspector
Construction Manager 1
Construction Manager II
Construction Director
GIS Analyst
Analyst
Analyst 11
GIS Manager
Interns
Engineering Intern
Technicians
Technician I
Technician II
Technician III
Senior Technician
Lead Techician
Reimburseable Expenses
Subcontractors
Mileage:
Auto
Truck
Out of Pocket Expenses
Special Equipment
2011 Hourly Billing Rate
$50
$55
$95
$80
$140
$155
$80
$75
$135
$140
$145
$185
$50
$60
$160
$45
$40
$60
$70
$85
$115
Rate
Cost
IRS Standard Rate
125% of IRS Standard Rate
Cost
Standard Rate Schedule
(available upon request)
(I':)
ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYY9
6/08/2091
Aon Risk Insurance Services West, Inc.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
707 Wilshire Blvd., Ste. 2600
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Los Angeles, CA 90017
License No. 0363334
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
Phone: 213-630-3270 Fax: 847-953-0574
COMPANY
A National Union Fire Insurance Company of Pittsburgh, PA
NAIC #19445
INSURED
COMPANY
Tetra Tech, Inc.
B Insurance Company of the State of Pennsylvania
NAIC #19429
201 E. Pine Street, Ste. 1000
COMPANY
Orlando, FL 32801
C Lexington Insurance Company
NAIC #19437
COMPANY
D Chartis Specialty Insurance Company
NAIC #26883
COVERAGES..
THE POLICIES OF INSURANCE LISTEDBELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
NOTHWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE
MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED,
CO
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MMIDDIYY)
POLICY EXPIRATION
DATE (MMIDDIYY)
LIMITS
GENERAL
LIABILITY
GENERAL AGGREGATE
5 2,000,000
A
x
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE = OCCUR
GL 458 15 61
10/01/2010
10/01/2011
PRODUCTS —COMPIOPAGG
s 2,000,000
PERSONAL &ADV INJURY
$ 1,000,000
EACH OCCURRENCE
$ 1.000,000
OWNER'S & CONTRACTOR'S PROT
x
Contractual Liability and
FIRE DAMAGE (Any one fire)
$ 100,000
Independent Contractors
Liability
x
X,C,U Coverage and Cross
MED EXP (Anyone person)
s 5,000
Liability Endorsement
Gen'I Aggregate Limit
x
Applies: Per Project/Per Loc
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
s 2,000.000
X
ANY AUTO
A
X
ALLOWNEDALITOS
CA 826 36 72
10/01/2010
10/01/2011
BODILY INJURY
s
SCHUDULEAUTOS
(Per accident)
X
HIREDAUTOS
BODILY INJURY
s
X
NON-OWNEDAUr05
(Perecddent)
PROPERTY DAMAGE
$
EXCESS
LIABILITY
EACH OCCURRENCE
$ 10,000,000
G
UMBRELLA FORM
AGGREGATE
S 10,000,000
X
Excess of General Liability, Auto
Liability, and Employers Liability
62785232
10/01/2010
10/01/2011
5
X
Occurrence
B
EMPLOYERSp ESI ATION AND
WC 1477 08 08
10/01/2010
10/01/2011
X To1LYT&I 06y -
Includes US Longshoremen & Harbor
Workers' Compensation Act
EL EACJ ACCIDENT
S 1,000,000
EL DISEASE - POLICY LIMIT
S 1,000,000
TgHq{EI��PR��ORRPRIETORI INCL
OFFICNNERSAREE:,CUTIVE EXCL
EL DISEASE—EA EMPLOYEE
5 1,000,000
X I OTHER
D
Professional Liability
COPS 1952583
10/01/2010
10/01/2011
Per Claim
$10,000,000
Aggregate
$10,000,000
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEM
City of Cape Canaveral is included as additional insured under the Commercial General Liability and Automobile Liability policies as required by
written contract.
CERTIFICATE HOLDERCANCELLATION
- - - - ------------- ...... - - - _- _ -
.......
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Cape Canaveral
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
P.O. Box 326
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT
105 Polk Avenue
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
Cape Canaveral, FL 32920
OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
��++
ACORD 25 2001108
ACORD CORPORATION 1988