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87-R-35RESOLUTION N0, 87-R-35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS OF THE CITY OF EDGEWATER TO EXECUTE AN AGREEMENT FOR ENGINEERING SERVICES WITH DYER, RIDDLE, MILLS & PRECOURT, INC,; REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PRO- VIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1: That the City Council of the City of Edgewater, Florida, authorizes the appropriate officials of the City of Edgewater to execute an Agreement for Engineering Services with Dyer, Riddle, Mills & Precourt, Inc, SECTION 2: A copy of said Agreement dated October 19 198 7 , is attached to this Resolution and by reference incorporated herein as if fully set forth. SECTION 3: That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed. SECTION 4: That this Resolution shall take effect immedi- ately upon its adoption by the City Council of the City of Edgewater, Florida, at a regular meeting of said Council held on the 19tbday of October 198 7 , and approved as provided by law, Lel M This Resolution was introduced and sponsored by Councilman Asting and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a regular meeting of said Council held on the 19tb day of October , 198 7 , and authenticated as provided by law. ROLL CALL VOTE AS FOLLOW• Authenticated this 19thday of October , 198 7. MAYOR I -2- Res. No. 87-R-35 AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT made and entered into this 19th day of October 1 19877 by and between the CITY OF EDGEWATER, Florida (hereinafter referred to as "CITY COUNCIL"), and DYER, RIDDLE, MILLS 6 PRECOURT, INC., a Florida corporation (hereinafter referred to as "CONSULTING ENGINEERS'). WHEREAS, the CITY COUNCIL desires to engage consulting engineers to provide consulting engineer services; and WHEREAS, the CITY COUNCIL has followed the selection and negotiation process set forth in the Florida Consultants' Competitive Negotiation Act, S287.055, Florida Statutes (1975); and WHEREAS, the CITY COUNCIL wishes to obtain the professional services of the CONSULTING ENGINEERS to provide consulting engineer services as may be authorized by the CITY COUNCIL from time to time; NOW, THEREFORE, for and in consideration of the premises, the mutual covenants hereinafter recited, and for other good, valuable and sufficient consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: I. CONSULTING SERVICES: The CONSULTING ENGINEERS agree to provide continuing consulting, review, design, and advisory services relative to the operation and improvement of the CITY's water and wastewater system. 2. STUDY AND REPORT SERVICES: The CONSULTING ENGINEERS agree to conduct engineering investigations and studies and to prepare engineering reports and cost estimates pertaining to specific assignments as may be authorized by the CITY COUNCIL from time to time. 3. PROJECT DESIGN SERVICES: As may be authorized by the CITY COUNCIL from time to time: (a) The CONSULTING ENGINEERS agree to prepare a Design Report for any specific project. The Design Report shall set forth the design boses, criteria, assumptions, schematics, materials and equipment evaluation and preliminary selection with capacities, descriptions, catalogue cut sheets and such other material as may be appropriate to thoroughly describe the intended design. One (1) copy of the Design Report shall be submitted to the CITY COUNCIL'S representative. The CONSULTING ENGIIEERS agree not to proceed with detailed design until such time as the CITY COUNCIL shall approve the Design Report. (b) The CONSULTING ENGINEERS agree to prepare the detailed design for any project for which the design report has been approved by the CITY COUNCIL'S representative. The detailed design shall include detailed construction drawings, specifications and contract documents suitable for inviting construction bids for such projects as may be authorized by the CITY COUNCIL. The work shall include the preparation of an estimate of probable cost of construction based upon completed construction plans. Six (6) complete sets of drawings, specifications and contract documents and one (1) set of reproducible drawings on erasable mylar film shall be submitted to the CITY COUNCIL by the CONSULTING ENGINEERS for each project. (c) The CONSULTING ENGINEERS shall confer as required with officials of State, Federal and local agencies having jurisdiction during the preparation of the drawings and specifications and shall assist the CITY COUNCIL in obtaining approval of the some and in obtaining required permits from and AGREEMENTS with such agencies. (d) The services to be furnished under this paragraph do not include property, boundary and right-of-way surveys or the making of borings or soil bearing tests, such -2- surveys or tests may be provided as supplementary and special services pursuant to Paragraph 6. 4. GENERAL SERVICES DURING CONSTRUCTION: As may be authorized by the CITY COUNCIL from time to time: (a) The CONSULTING ENGINEERS agree to furnish general engineering services during construction of projects for which drawings, specifications and contract documents have been previously prepared by the CONSULTING ENGINEERS or accepted by the CONSULTING ENGINEERS and the CITY COUNCIL as being suitable for use. The services shall include, but not be limited to, advice and assistance to the CITY COUNCIL in the receipt and analysis of bids and the award of construction contracts, advice during construction, preparation of such sketches as are needed to resolve actual field conditions, review of shop drawings and working drawings submitted by the contractors, periodic observations of work in progress, review of cost estimates for payments to the contractors during the progress of and upon completion of the contracts, and observation of the final testing and final inspection of the completed works. (b) The CONSULTING ENGINEERS agree to prepare and submit monthly progress reports covering the general progress of the work and describing problems or factors contributing to delay. 5. RESIDENT ENGINEER OR INSPECTOR SERVICES: As may be authorized by the CITY COUNCIL from time to time: (a) The CONSULTING ENGINEERS agree to furnish, and be responsible for, a full-time chief resident engineer or inspector and full-time construction inspectors for inspection of construction and assistants (including other field staff, related office management and clerical staff) as may be needed, all of whom shall be under the general direction and instruction of the CONSULTING ENGINEERS. Resident Engineer -3- or Inspector duties shall be in accordance with No. 1910-1-A National Society of Professional Engineers -Contract Documents (1981 edition) or latest revision. (b) The CONSULTING ENGINEERS agree to prepare and submit daily reports of the field staff describing the general working conditions, areas of construction activity, all tests performed and special and unusual events. (c) The CONSULTING ENGINEERS agree to arrange for and accompany Federal and State officials in partial payment and final payment inspections of the construction as may be required. 6. SUPPLEMENTARY AND SPECIAL SERVICES: The CONSULTING ENGINEERS agree to furnish any one or more of the following supplementary and special services as may be authorized by the CITY COUNCIL from time to time: (a) To make, or at the option of the CONSULTING ENGINEERS, to have made by others, with prior approval by the CITY COUNCIL, under the direction of the CONSULTING ENGINEERS, necessary field surveys (including easement plans and descriptions) not otherwise provided by the CITY, traffic surveys, subsurface explorations including the analysis thereof required for construction plans, laboratory testing and inspection of samples or materials, and other special studies and consultations. (b) To prepare necessary State and Federal grant application forms; to provide additional engineering services, special plans and descriptions, as may be required to assist the CITY in obtaining various permits and approvals for construction and operation; and to prepare for and attend public meetings and hearings as may be required by the CITY COUNCIL. (c) To furnish extra copies of drawings, specifications, contract documents, special drawings, reports and similar documents. -4- (d) To review materials and equipment submittals tendered by bidders and contractors when such submittals are alternatives to those specified or previously approved. (e) To review and report on claims for extra compensation or time extensions submitted by contractors. (f) When requested by the CITY COUNCIL, to prepare and submit proposed contract change orders. (g) To prepare a set of reproducible record drawings on erasable mylor film of the completed work based upon marked -up prints, drawings and other data furnished by the contractor to the CONSULTING ENGINEERS showing those changes made during the construction process and which the CONSULTING ENGINEERS consider significant. (h) To revise previously approved studies, reports, design documents, drawings and specifications. (i) To prepare detailed renderings, exhibits or scale models or projects. (j) To furnish such services as advice and assistance in the organization of an operation and maintenance staff, in the delegation of routine operating duties, in the organization of sampling and analyses, in the operating and testing of equipment, in the preparation of operating and laboratory report forms, in the adjustment of treatment processes for more efficient performance and to assist in the operation of the facilities. (k) To prepare operation and maintenance manuals for the use of CITY personnel for projects. (D To conduct investigations and prepare reports pertaining to operations, maintenance and overhead expenses; to prepare rate schedules, earnings and expense statements, feasibility studies, appraisals and valuations; to prepare detailed quantity -5- surveys of material and labor; and to prepare material audits or inventories required for certification of force account construction performed by the CITY. (m) To perform additional services resulting from projects involving more than one general construction contract, separate construction contracts for different building trades, or separate equipment contracts. (n) To perform additional services in connection with the rejection and rebidding of construction projects. (o) To inspect a project prior to the expiration of the guarantee period and to report observed discrepancies under guarantees provided by the construction contract. (p) To perform additional services during construction made necessary by work damaged by fire or other cause during construction; prolongation of the construction contract time by more than twenty-five percent (25%); acceleration of the work schedule involving services beyond normal working hours; or contract default due to delinquency or insolvency. (q) To serve as on expert witness for the CITY in any litigation or arbitration and to assist the CITY in preparing for litigation or arbitration. 7. COVENANTS BY THE CITY COUNCIL: The CITY COUNCIL hereby covenants and agrees: (a) To promptly pay such fees as are due and payable to the CONSULTING ENGINEERS according to the schedule set forth in this AGREEMENT for services authorized and performed. (b) To withhold the amounts of liquidated damages and extra engineering costs from moneys due contractors in accordance with the recommendations of the CONSULTING ENGINEERS. (c) To appoint the Mayor and any CITY personnel by his designation as a representative with respect to particular work to be performed under this m AGREEMENT. Said representative shall have authority, subject to approval by CITY COUNCIL, to transmit instructions, receive information, and interpret and define the CITY's policy and decisions pertinent to the work covered by the AGREEMENT. (d) To make available at no cost to the CONSULTING ENGINEERS all existing records, reports, maps, plans, aerial photographs or other data which may be required for work under this AGREEMENT, and to provide full information as to the CITY COUNCIL'S requirements for any work authorized hereunder. (e) To give written notice within 72 hours to the CONSULTING ENGINEERS whenever the CITY COUNCIL observes or otherwise becomes aware of any defect in a project. (f) To give careful and reasoned consideration to the findings and recommendations of the CONSULTING ENGINEERS and to respond in a timely manner so as not to unduly delay the work. 8. AUTHORIZATION OF WORK: All work to be performed by the CONSULTING ENGINEERS under this AGREEMENT shall first be authorized by the CITY COUNCIL pursuent to the following procedures: (The CITY COUNCIL reserves the right to request proposals for engineering services on any projects to be undertaken by the CITY. Each contract shall be approved by the CITY COUNCIL.) (a) For various engineering services relative to the water and wastewater systems with fees not to exceed the CITY's approved budget for each fiscal year as directed by the CITY COUNCIL'S representative. (b) For various engineering services relative other City facilities or systems with fees not to exceed the CITY COUNCIL'S approved budget for each fiscal year as directed by the CITY COUNCIL'S representative. -7- (c) The CITY at its discretion may authorize work under this AGREEMENT where the total cost of engineering services is not expected to exceed $2,000.00. Such authorization shall be confirmed in writing within 3 working days. (d) For work expected to cost more than $2,000.00, prior authorization shall be received from the CITY COUNCIL and transmitted to the CONSULTING ENGINEERS through the CITY COUNCIL'S representative appointed in accordance with Paragraph 7(c) above. Authorizations approved by the CITY COUNCIL shall contain a description of the work to be undertaken, reference to the appropriate paragraphs of the AGREEMENT for performance of the work and reference to the appropriate paragraphs of this AGREEMENT for payment of the work. The authorization shall also contain a budget amount of the fee to be paid based upon the applicable method for calculating the fee, and such budget amount shall not be exceeded unless prior written approval by the CITY COUNCIL. In the event the CITY COUNCIL does not approve a revised budget and additional funding, and the need for such action is not shown to be the fault of the CONSULTING ENGINEERS, then the authorization shall be terminated and the CONSULTING ENGINEERS shall be paid in full for all work performed to that point. The form and format of the budget shall be in sufficient detail so as to identify the various elements of cost and shall be subject to approval of the CITY COUNCIL. (e) The authorization may contain additional instructions or provisions specific to the authorized work for the purpose of expanding upon certain aspects of this AGREEMENT pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this AGREEMENT. 9. PAYMENT FOR SERVICES: The CITY COUNCIL agrees to pay the CONSULTING ENGINEERS for all services authorized and performed in accordance with the following schedule, subject to the budget set out in each authorization of work: R (a) For the engineering consultations, review and advisory services as described in Paragraph I, the engineering investigations, studies and reports as described in Paragraph 2, the resident inspection of construction services described in Paragraph 5, and the supplementary and special services described in Paragraph 6, the fee shall be either a lump sum fee mutually agreed to in writing at the time the authorization is authorized, or be the sum of the following (referred to as cost plus fixed fee method of compensation): (1) Direct salaries paid to all personnel of the CONSULTING ENGINEERS for time engaged directly on the project including without limitation engineers, architects, surveymen, designers, draftsmen, specification writers, estimators, other technical personnel, stenographers, typists and clerks at rates provided annually. (2) Indirect salary costs which are the costs of customary and statutory fringe benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workmen's compensation, health and retirement benefits, sick leave, vacation and holiday pay, and incentive pay. Indirect salary costs shall be calculated as apercentage of the direct salaries charged to the project pursuant to Paragraph 9 (a)(1) above. This rate shall be adjusted as of September 301h of each year. Current provisional fringe benefit rate is 0.33 (33%). (3) Overhead cost calculated as a percent of the direct salary cost chargeable to the project pursuant to Paragraphs 9(a)(1) and (2) above. Current provisional overhead rate is 0.94 (94%) and shall be reviewed September 30th of each year. (4) Other direct charges including: a)) Out-of-pocket travel and subsistence expenses when authorized by the CITY COUNCIL. Travel when authorized shall be at the mileage rate currently in effect for CITY Personnel. 0 b)) The costs of printing reports. c)) Long-distance telephone toll charges plus taxes thereon when necessary in connection with the work. d)) The actual costs of services performed by persons or entities not related to by common ownership or associated with CONSULTING ENGINEERS and authorized by the CITY COUNCIL. e)) An agreed upon charge for specifically authorized use of CONSULTING ENGINEERS- special computer programs. f)) The actual costs of outside computer services at the invoiced cost to the CONSULTING ENGINEERS. (5) An allowance for profit of 0.12 (12%) of the total labor rated costs. (6) Current total payroll multiplier of 1.94. (7) For all multiplier type projects an estimate of hours and a maximum dollar amount shall be provided in writing if expected to exceed 100 hours. (b) For the detailed construction drawings, specifications, contract documents and all work described in Paragraph 3, and for the general services during construction described in Paragraph 4, a lump sum fee to be mutually agreeable at the time when the authorization is considered. (c) The method(s) of payment under 9(a) and 9(b) are not binding and the CITY COUNCIL may, on any project, use an alternative method such as is mutually agreed in writing, such as an interim cap which requires CITY COUNCIL approval before it is exceeded, or a fixed cost submitted in advance with details as may be required by the CITY COUNCIL. (d) All fees shall be invoiced monthly and are due and payable monthly. No payment shall be made for fees for any services where The fees exceed the budget amount made a part of the authorization of work unless the procedures set forth in 9" Paragraph 8 hereof for approval of such excess fees are satisfied. (e) Nothing in this AGREEMENT shall be construed to obligate the CONSULTING ENGINEERS to appear in litigation or hearings in behalf of the CITY COUNCIL or prepare for such appearance except in consideration of compensation for special services as set forth in Paragraphs 6 and 9(o) hereof, except work performed by CONSULTING ENGINEERS under this AGREEMENT. (f) If, during or after the completion of the drawings, specifications and contract documents described in Paragraph 3, and in accordance with the directions of the CITY COUNCIL it becomes advisable to review or revise the drawings, specifications or contract documents for reasons beyond the control of the CONSULTING ENGINEERS such as, but not limited to, changes in Federal or State law, rules, regulations or other requirements or lapses in time between completion of design and bidding, payment for such review, revision or revisions shall be made to the CONSULTING ENGINEERS according to such method or methods of calculating the fee as may be mutually agreed upon in advance in writing. Changes or revisions shall be made only upon written authorization of the CITY COUNCIL directing such changes, reviews or revisions to be made by the CONSULTING ENGINEERS. Work in conjunction with such changes or revisions shall be paid for at a mutually agreed upon lump sum or at the rates of payment for special services under Subparagraph 9(a). 10. PROHIBITION AGAINST CONTINGENT FEES. The CONSULTING ENGINEERS warrant that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTING ENGINEERS, 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 firm, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this AGREEMENT. 11. LIFE AND LIMITATIONS OF AGREEMENT: (a) This AGREEMENT shall remain in full force and effect until terminated by either party, except that as to work authorized under this AGREEMENT prior to notice of termination at the CITY COUNCIL'S discretion, this AGREEMENT shall continue in full force and effect until all of the work authorized under this AGREEMENT is satisfactorily completed and/or termination payments made therefor to the CONSULTING ENGINEERS. (b) It is mutually agreed that the CONSULTING ENGINEERS shall not be responsible for the enforcement of local, State and Federal laws governing construction, including safety and health regulations, this being a responsibility of the construction contractors in their AGREEMENTS with the CITY COUNCIL. (c) It is agreed that the CONSULTING ENGINEERS shall not be required to enter upon any facility or property which the CONSULTING ENGINEERS believe to be hazardous, dangerous or unsafe. (d) It is agreed that reproducible copies of all reports, tests, specifications and mylar record drawings will be the property of the CITY and shall be delivered to them at the completion of a project. (e) It is agreed that any equipment, materials or supplies for which the CITY pays a direct charge pursuant to Paragraph 9(a)(1) of this AGREEMENT shall become the property of the CITY upon completion of the project for which the particular item was specifically purchased, or in the event the item is to be used in more than one project the completion of the CONSULTING ENGINEERS' use of such item, but in either event not later than termination of this AGREEMENT. -12- 12. TERMINATION: This AGREEMENT may be terminated by either party upon thirty (30) days written notice to the other party. If terminated, the CONSULTING ENGINEERS shall complete and be paid in accordance with Paragraph 9 herein for all work previously completed under this AGREEMENT. 13. MISCELLANEOUS PROVISIONS: (a) The CONSULTING ENGINEERS shall secure and maintain such insurance as will protect it from claims under the Workmen's Compensation Acts and from claims for bodily injury, death or property damage which may arise from the performance of its services under this AGREEMENT. The CONSULTING ENGINEERS also agrees to carry Professional Liability Insurance and to provide a certificate regarding the same to CITY. (b) The CONSULTING ENGINEERS agrees that it will not represent any individual firm, or corporation on any projects within the CITY OF EDGEWATER, or before the CITY COUNCIL. (c) The CONSULTING ENGINEERS shall be responsible for the accuracy of all engineering services rendered to the CITY by the CONSULTING ENGINEERS and its employees. This will include, but not be limited to, all opinions, notes, plans, specifications and supporting data relating to any project. In this connection, CONSULTING ENGINEERS is entitled to rely on data furnished by the CITY or other professionals. CONSULTING ENGINEERS agrees to indemnify and hold harmless the CITY from any loss of liability arising out of errors or omissions in any plans and data submitted to the CITY pursuant to this AGREEMENT which is the work product of Consulting Firm irrespective of CITY COUNCIL approval of the same. (d) In addition to the above indemnification (paragraph c above), the CONSULTING ENGINEERS shall correct, at its expense, all errors of omission or -13- commission therein which may be disclosed during the review of a project. Correction of engineering errors disclosed during any project shall be made by the CONSULTING ENGINEERS. Should it fail to make such correction in a timely manner, such correction shall be made by the CITY, and the cost thereof shall be charged to the CONSULTING ENGINEERS. (e) It is agreed that Mr. Gerald C. Hartman, P.E. will be the principal representative for the CONSULTING ENGINEERS on all projects effected by this AGREEMENT. If desired by either the CITY COUNCIL or the CONSULTING ENGINEERS, this provision may be changed by agreement of both parties, however, replacement of principal representative will be by a Registered Professional Engineer, subject to approval by the CITY COUNCIL. WHEREFORE, the parties have executed the AGREEMENT this day and date first written above. DYER, RIDDLE; MILLS & PRECOURT, INC. Vice President