HomeMy WebLinkAboutR-2009-208 Keith & Schnars Water Main Modeling RESOLUTION NO. 2009-208
A RESOLUTION OF THE CITY OF DANIA BEACH,FLORIDA,AUTHORIZING
THE CITY MANAGER TO PURCHASE SERVICES FROM KEITH AND
SCHNARS, P.A. RELATING TO PROFESSIONAL SERVICES FOR THE CITY
OF DANIA BEACH WATER DISTRIBUTION MODELING PROJECT, SUCH
SERVICES NOT TO EXCEED TWENTY FOUR THOUSAND DOLLARS
($24,000.00); PROVIDING FOR FUNDING; PROVIDING FOR CONFLICTS;
FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA:
Section 1. That a certain agreement with Keith and Schnars, P.A. in an amount not to
exceed Twenty Four Thousand Dollars($24,000.00)for professional services for the City of Dania
Beach Water Distribution Modeling Project, with the proposal in substantial form as Exhibit "A",
attached, is approved and the appropriate City officials are authorized to execute the necessary
related documents.
Section 2. That the City Manager and City Attorney are authorized to make minor
revisions to the agreement for such services which are deemed necessary and in the best interest of
the City of Dania Beach.
Section 3. That funding has been provided in the FY2010 Water Fund Budget to fund
this project (401-3301-533-31-30).
Section 4. That all resolutions in conflict with this Resolution are repealed to the extent
of such conflict.
Section 5. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED on October 27, 2009.
0
ANNE CASTRO
R—COMMISSIONER
ATTEST;
LOUISE STILSON, CMC
CITY CLERK
AtEO ��
APPROVED AS TO RM AND CORRECTNESS:
THO S S O
CITY ATTORNEY
2 RESOLUTION 42009-208
AGREEMENT
THIS IS AN AGREEMENT (the "Agreement") entered into on 2009,
between the City of Dania Beach, Florida, a Florida municipal corporation, (the "City") and Keith
and Schnars, P.A., a Florida corporation(the "Consultant").
In consideration of the mutual covenants,terms and conditions contained in this Agreement,
and other good and valuable consideration,the adequacy and receipt of which are acknowledged,the
parties agree as follows:
1. Scope of Services. The Consultant agrees to perform consultant services for the City
in accordance with the Scope of Services within Proposal No.: P4438.MK,described in Exhibit"A"
for the City of Dania Beach Water Distribution Modeling Project, a copy of which is attached and
made a part of this Agreement by this reference. The Parties acknowledge and agree that services are
to commence or will commence on and that that date is the effective date
and commencement date of the services.
2. Subcontracts. Consultant may subcontract certain items of work. It is expressly
agreed by the parties,however,that the City shall approve in advance in writing any subcontractors
and the fees to be paid them by Consultant prior to any such subcontractor proceeding with any such
work.
3. Payment for Services.
A. City agrees to pay Consultant for services provided by Consultant of an
amount not to exceed Twenty Four Thousand Dollars ($24,000.00) (the "Fee"). The Fee includes
full payment, including all labor, overhead and other costs. No travel and meal costs are
reimbursable unless incurred outside of Miami-Dade,Broward and Palm Beach Counties,approved
in writing in advance by the City. Any such costs are payable at the City reimbursement rate.
B. Any necessary additional work,as determined by City,which is not covered
by the scope of services described in the attached Exhibit "A", shall not be undertaken without a
written amendment to this Agreement to that effect, executed in advance by both parties.
C. Consultant shall submit its invoices in the format and with supporting
documentation as may be required by City.
D. City shall pay Consultant monthly for services rendered within thirty (30)
calendar days from date of approval of each of Consultant's invoices by the City Manager. If any
errors or omissions are discovered in any invoice, City will inform Consultant and request revised
copies of all such documents. If any disagreement arises as to payment of any portion of an invoice,
City agrees to pay all undisputed portions and the parties agree to cooperate by promptly conferring
to resolve the disputed portion.
3 RESOLUTION#2009-208
E. Any invoice which is not timely paid as prescribed above will be subject to the
accrual of interest at the statutory rate prescribed by applicable Florida law.
4. Indemnification of City.
A. Consultant agrees to indemnify and hold harmless the City for all costs,losses
and expenses including,but not limited to,damages to persons or property including,but not limited
to,judgments and attorneys' fees arising out of the negligent acts, errors or omissions or the willful
misconduct of the Consultant,its agents,servants or employees in the performance of services under
this Agreement. If called upon by the City,the Consultant shall assume and defend not only itself,
but also the City,in connection with any suit or cause of action arising out of the foregoing,and such
defense shall be at no cost or expense whatsoever to the City. This indemnification does not extend
to acts of third parties who or which are wholly unrelated to Consultant. The covenants and
representations relating to this indemnification provision shall survive the term of this Agreement
and continue in full force and effect as to Consultant's responsibility to indemnify the City.
B. It is specifically understood and agreed that the consideration inuring to the
Consultant for the execution of this Agreement consists of the promises,payments,covenants,rights
and responsibilities contained in this Agreement.
C. The execution of this Agreement by the Consultant shall obligate the
Consultant to comply with the foregoing indemnification provision; however, the collateral
obligation of providing insurance must be also complied with as set forth below.
5. Insurance. Consultant shall provide,pay for and maintain in force at all times during
the term of this Agreement, such insurance, including professional liability insurance, Workers'
compensation insurance and comprehensive general liability insurance as stated below:
A. Professional liability insurance with minimum limits of liability of One
Million Dollars ($1,000,000.00) to assure the City of coverage of the
indemnification specified in this Agreement.
B. Workers' compensation insurance to apply for all employees in compliance
with the "Workers' Compensation Law" of the State of Florida and all
applicable federal laws, for the benefit of the Consultant's employees.
C. Comprehensive general liability insurance, including contractual, with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence,
combined single limit for bodily injury liability and property damage liability.
The City is to be included as an "additional insured" with respect to any
claims arising out of this Agreement.
D. Automobile Liability with minimum limit of One Million Dollars
($1,000,000.00) combined single limit.
4 RESOLUTION 42009-208
E. If Consultant hires a subcontractor for any portion of any work, then such
subcontractor shall provide general liability insurance with minimum limits
of liability of One Million Dollars ($1,000,000.00).
F. The Consultant shall provide the Risk Manager of the City Certificates of
Insurance for coverages and policies required by this Agreement. All
certificates shall state that the City shall be given thirty (30)days' advance
notice prior to expiration or cancellation of any policy. Such policies and
coverages shall not be affected by any other policy of insurance which the
City may carry in its own name. All certificates (of insurance) must clearly
identify the contract to which they pertain,including a brief description of the
subject matter of the contract.
6. Assignment of Agreement.
A. It is understood and agreed by both parties that this Agreement,in whole or in
part,cannot be assigned,sublet or transferred by the Consultant without the prior written consent of
City. The City is relying upon the apparent qualifications and expertise of Tim Hall, P.E., one of
Consultant's principals,and such person's familiarity with the City's circumstances and desires. In
the event Consultant wishes to re-assign or replace such individual, the Consultant shall tender
substitutes acceptable to City. In the event the City is not,for any reason or no reason at all,satisfied
with such substitute, Consultant shall be considered in breach of this Agreement. Violation of the
terms of this paragraph shall constitute a breach of Agreement by Consultant and City may, at its
discretion, terminate this Agreement for cause and all rights,title and interest of Consultant in this
Agreement shall then cease and terminate.
B. The Consultant acknowledges, understands and agrees that its performance
under this Agreement is or may be contingent upon the City receiving timely services from other
consultants (the "Supporting Consultants"). The Consultant agrees to use its best efforts to
coordinate its services with the services of the Supporting Consultants and further agrees that in the
event the rendition of any services of any of the Supporting Consultants is delayed, such delay will
not entitle the Consultant to any additional compensation or payment of any kind. Furthermore,the
Consultant shall not be entitled to an increase in compensation,or be entitled to payment of any kind
from the City,for damages or expenses incurred which are direct, indirect or consequential or other
costs and lost profits of any kind including, but not limited to,costs of acceleration,inefficiency or
extended overhead, arising because of any other delay, disruption, interruption, interference or
hindrance from any cause whatsoever,whether such delay,disruption or interference be reasonable
or unreasonable,foreseeable or unforeseeable,or avoidable or unavoidable;provided,however,that
this provision shall not preclude recovery of damages by the Consultant for hindrances or delays
caused solely by fraud, bad faith or active malicious interference on the part of the City. The
Consultant shall only be entitled to extensions of time for performance as the exclusive and sale
remedy for delay.
7. Examination of Records. Consultant shall maintain books, records, documents and
5 RESOLUTION #2009-208
other evidence directly pertinent to performance of work under this Agreement in accordance with
generally accepted accounting principles and practices. The Consultant shall also maintain the
financial information and data used by the Consultant in the preparation of support of any claim for
reimbursement for any out-of-pocket expense or cost. The City shall have access to such books,
records, documents and other evidence for inspection, audit and copying during normal business
hours. The Consultant will provide proper facilities for such access and inspection. Audits
conducted under this section shall observe generally accepted auditing standards and established
procedures and guidelines of the City. The Florida Public Records Act,Chapter 119 of the Florida
Statutes,may have application to records or documents pertaining to this Agreement,and Consultant
acknowledges that such laws have possible application and agrees to comply with all such laws.
8. Termination.
A. Termination of Agreement for Convenience. It is expressly understood and
agreed that the City may terminate this Agreement at any time for any reason or no reason at all by
giving the Consultant notice by certified mail, return receipt requested, directed to the principal
office of the Consultant, thirty (30) days in advance of the termination date. In the event that the
Agreement is terminated pursuant to this provision, the Consultant shall be entitled to be
compensated for the services rendered from the effective date of execution of the Agreement up to
the date of receipt of Notice of termination. Such compensation shall be based on the percentage of
work completed, as fairly and reasonably determined by City after conferring with Consultant.
B. Termination of Agreement for Cause. If City elects to terminate the
Agreement for cause, City will provide Consultant five (5) days' advance written notice. If
Consultant promptly cures the matter giving rise to the cause within that time,this Agreement shall
continue. If not timely cured,the Agreement will stand terminated and the City will pay Consultant
for work completed less any costs, expenses and damages incurred by City as a result of such
termination. If a court of competent jurisdiction determines that the termination was not authorized
under the circumstances then the termination shall be deemed to be a termination for convenience.
9. Ownership of Documents. All correspondence, studies,data, analyses, documents,
instruments, applications, memorandums and the like, including drawings and specifications
prepared or furnished by Consultant (and Consultant's independent professional subcontractors or
subconsultants)pursuant to this Agreement shall become owned by and be the property of the City
and the City shall consequently obtain ownership of them by any statutory common law and other
reserved rights, including copyright; however, such documents are not intended or represented by
Consultant to be suitable for reuse by City on extensions of the work or on any other work or project.
Any such reuse, modification or adaptation of such document without written verification or
permission by Consultant for the specific purpose intended will be at City's sole risk and without
liability or legal exposure to Consultant or to Consultant's independent professional subconsultants.
If City alters any such documents,City will expressly acknowledge same so that no third party will
be in doubt as to the creation or origination of any such document.
10. Notices. Except as provided above,whenever either party desires to give notice to the
other, it must be given by written notice, sent by certified U.S. mail, with return receipt requested,
RESOLUTION 42009-208
addressed to the party for whom it is intended, at the place last specified and the place for giving of
notice in compliance with the provisions of this paragraph. For the present,the parties designate the
following as the respective persons and places for giving of notice:
City: Robert Baldwin, City Manager
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
With a copy to: Thomas J. Ansbro, City Attorney
100 West Dania Beach Blvd.
Dania Beach, Florida 33004
Consultant: Keith and Schnars, P.A.
Attn: Tim Hall, P.E.
6500 North Andrews Avenue
Fort Lauderdale, Florida 33309-2132
11. Consent to Jurisdiction. The parties agree that the jurisdiction for any legal action
arising out of or pertaining to this Agreement shall be the Circuit Court for the Seventeenth Judicial
Circuit in and for Broward County,Florida, or the federal District Court in the Southern District of
the United States. Each party further agrees that venue of any action to enforce this Agreement shall
be in Broward County, Florida.
12. Governing Law. The parties agree that this Agreement shall be construed in
accordance with and governed by the laws of the State of Florida.
13. Attorneys'Fees and Costs. If City or Consultant incurs any expense in enforcing the
terms of this Agreement, whether suit is brought or not, each party shall bear its own costs and
expenses including, but not limited to, court costs and reasonable attorneys' fees.
14. Headings. Headings in this document are for convenience of reference only and are
not to be considered in any interpretation of this Agreement.
15. Exhibits. Each exhibit referred to in this Agreement forms an essential part of this
Agreement. Each such exhibit is apart of this Agreement and each is incorporated by this reference.
16. Severability. If any provision of this Agreement or the application of it to any person
or situation shall to any extent be held invalid or unenforceable, the remainder of this Agreement,
and the application of such provisions to persons or situations other than those as to which it shall
have been held invalid or unenforceable,shall not be affected,shall continue in full force and effect,
and shall be enforced to the fullest extent permitted by law.
17. All Prior Agreements Superseded. This document incorporates and includes all prior
negotiations, correspondence, conversations, agreements and understandings applicable to the
7 RESOLUTION#2009-208
matters contained in this Agreement and the parties agree that there are no commitments,agreements
or understandings concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, it is agreed that no deviation from the terms of this Agreement shall be
predicated upon any prior representations or agreements, whether oral or written.
18. Consultant and its employees and agents shall be and remain independent contractors
and not employees of City with respect to all of the acts and services performed by and under the
terms of this Agreement. This Agreement shall not in any way be construed to create a partnership,
association or any other kind of joint undertaking, enterprise or venture between the parties to this
Agreement.All agents,employees and subcontractors of the Consultant retained to perform services
pursuant to this Agreement shall comply with all laws of the United States concerning work
eligibility.
19. The Consultant understands and agrees that the City, during any fiscal year, is not
authorized to expend money, incur any liability, or enter into any contract which, by its terms,
involves the expenditure of money in excess of the amounts budgeted as available for expenditure
during such fiscal year and that any contract,verbal or written,made in violation of this subsection is
null and void and that consequently, no money may be paid on such contract beyond such limits.
Nothing contained in this Agreement shall prevent the making of contracts for periods exceeding one
(1)year,but any contract so made shall be executory only for the value of the services to be rendered
or agreed to be paid for in succeeding fiscal years. Consultant shall not proceed with services under
this Agreement without City's written verification that the funds necessary for Consultant
compensation and other necessary expenditures are budgeted as available within the appropriate
fiscal year budget.
20. Consultant warrants and represents that no elected official,officer,agent or employee
of the City has a financial interest,directly or indirectly,in this Agreement or the compensation to be
paid under it and, further, that no City employee who acts in the City of Dania Beach as a
"purchasing agent"as defined in Chapter 112,Florida Statutes,nor any elected or appointed officer
of the City of Dania Beach,nor any spouse or child of such purchasing agent,employee or elected or
appointed officer, is a partner, officer, director or proprietor of the Consultant and, further, that no
such City employee,purchasing agent,City elected or appointed officer,or the spouse or child of any
of them,alone or in combination,has a material interest in the Consultant. Material interest means
direct or indirect ownership of more than five percent(5%)of the total assets or capital stock of the
Consultant.
21. Consultant shall comply with all federal, state and City laws applicable to the
Consultant services and specifically those covering Equal Opportunity Employment,the Americans
With Disabilities Act ("ADA") eligibility to perform services as specified in the Florida Public
Entity Crime law and the Florida Building Code. The Consultant is expected to fully comply with all
provisions of all laws and the City reserves the right to verify the Consultant's compliance with
them. Failure to comply with any laws will be grounds for termination of the Agreement for cause.
22. In the event of any conflict between any provisions of this Agreement and any
provision in any attached Exhibit, the parties agree that the provisions of this Agreement are
8 RESOLUTION#2009-208
controlling (including, but not limited to, all terms and provisions governing compensation).
IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and
year first above written.
CITY:
CITY OF DANIA BEACH,
a Florida Municipal Corporation
ATTEST:
LOUISE STILSON, CMC ROBERT BALDWIN
CITY CLERK CITY MANAGER
APPROVED FOR FORM APPROVED AS TO "SCOPE OF
AND CORRECTNESS: SERVICES"
THOMAS J. ANSBRO Dominic F. Orlando, P.E.
CITY ATTORNEY Director of Public Services
, 2009 12009
9 RESOLUTION#2009-208
CONSULTANT:
KEITH and SCHNARS, P.A.
a Florida corporation
WITNESSES:
Signature Signature
Print Name Print Name/Title
Signature
Print Name
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me on 2009, by
, as of Keith and Schnars, P.A., a Florida
corporation, on behalf of the corporation. He/she is personally known to me or has produced
as identification and did(did not) take an oath.
NOTARY PUBLIC, State of Florida
10 RESOLUTION#2009-208
KEITH and SCHNARS, P.A.
ENGINEERS, PLANNERS, SURVEYORS
April 9,2009
Mr. Dominic Orlando, P.c.
Director of Public Services
City of Dania Beach
100 W. Dania Beach Blvd.
Dania Beach, FL 33004
RE: Agreement for Professional Services
Project Name: City of Dania Beach Water Distribution Modeling
Project Location: City of Dania Beach
Keith and Schnars P.A• Proposal No• P4438 MK
Dear Mr. Orlando:
In accordance with your request, this agreement between Keith and Schnars, P.A. ('CONSULTANT'), and
City of Dania Beach ("CLIENT') for Engineering professional services is submitted for your consideration
and approval. The CONSULTANT has researched the required work to provide the following scrape of
services. CONSULTANT will proceed with services within one week of receipt of a fully executed copy of
this Agreement. Such receipt shall constitute notice to proceed.
I. PURPOSE OF AGREEMENT(PROJECT DESCRIPTION
The purpose of this Agreement is to outline the scope of services recommended by the CONSULTANT and
accepted by the CLIENT, and to establish the contractual conditions between the CONSULTANT and the
CLIENT with respect to the proposed services.
The general project scope involves the following:
• Develop and evaluate a water distribution system WATERCAD model for the City;
• Collect CLIENT supplied data identifying existing water demands supplemented with
CONSULTANT estimated water demands;
• Create an existing conditions model for the water distribution system that reflects the atlas and/or
as-built information supplied by CLIENT;
• Calibrating model to confirm accurate reflection of operating conditions;
• Identify existing deficiencies and necessary corrections to system;
• Recommend improvements to existing system to meet level of service requirements.
Note: 1. Adequacy of water supply is not a part of this analysis and will be assumed to be sufficient to
meet level of service requirements.2. Future Conditions Model is not part of scope of work
6500 North Andrews Avenue , Ft. Lauderdale, Florida 33309-2132
(964) 776-1616 a (800) 488-1255• Fax(954) 771-7690
City of Dania Beach April y—Page 2
Agreement for Professional Services
Project Name: City of Dania Beach Water Distribution Modeling
Project Location:Dania Beach,Florida
Keith and Schnars Proposal No.P443B.MK
II. SCOPE OF SERVICES
Section 1.0 CIVIL ENGINEERING DESIGN
The CONSULTANT is to provide professional services to analyze the existing Water Distribution System for
the purpose of identifying present levels of service, identify areas requiring improvement and then make
recommendations to improve deficient areas. For the purpose of this analysis, CONSULTANT shall create
a WATERCAD model of the water distribution system from available data supplied by CLIENT. The model
will include the utilities identified in the atlas supplied by CLIENT(refer to attached Exhibit B)
CONSULTANT'S efforts will require information and periodic feedback from CLIENT for incorporation
into the model. For this purpose CLIENT shall supply the following:
• Existing as-built/atlas information of water distribution system for the project area:
• Assistance in establishing guidelines for leve' of service (fire flow requirements, existing service
demands);
• Available water demands and pressure data to be provided by Client (CONSULTANT will use
provided data to verify model input assumptions);
• CADD file of the entire area (file will be used as background for base sheet and all exhibits);
• CADD file of the existing water distribution system for the project area
• CADD file of the existing land use map for the project area;
• Assist in obtaining flow tests at existing hydrants to establish water pressure for calibrating model.
The following tasks are to be performed by CONSULTANT:
1.01 Project Development
CONSULTANT will clearly define goals and objectives of proposed report with CLIENT.
CONSULTANT together with CLIENT will establish criteria and guidelines for the
design analysis of the existing water distribution system. Both the CLIENT and
CONSULTANT understand that the analysis is based upon the information made
available. The more thorough the information provided, the greater the accuracy of the
analysis.
1.02 Data Acauisition and Modeling
CLIENT will supply available information in form of as-builts, design plans, and atlas
information for the analysis to CONSULTANT. CONSULTANT will review information
and prepare a baseline model that reflects the existing conditions. CONSULTANT will
run and calibrate the model. Once calibrated and properly reflecting existing
KEITH and SCHNARS, P.A.
ENGINEERS,PLANNERS,SURVEYORS
City of Dania Beach AOrll 9—Pace S
Agreement for Professional Services
Project Name: City of Dania Beach Wate-Distribution Modeling
Project Location:Dania Beach, Florida
Keith and Schnars Proposal No P4439 MK
conditions, the model will be manipulated to evaluate the level of service being
provided for the existing conditions. CONSULTANT will utilize the model to identify
areas of insufficient service. CONSULTANT shall make recommendations for
improvements based upon mocel results and findings of the research.
1.03 Evaluation and Report
CONSULTANT shall prepare a complete report of findings outlining design criteria,
assumptions, baseline data, exhibits, and calculations. Report will include a summary
of findings, deficiencies and recommended improvements.
1.04 Meetings, Project Management,and Coordination
The CONSULTANT proposes to provide services for attending meetings and
coordinating project with CLIENT. Services to be billed on a time and material basis
based upon an estimated budget amount. If the actual hours exceed the amount
budgeted, the CONSULTANT reserves the right to request additional fees for extended
services.
EXCLUSIONS: Analysis of existing raw water collection system and adequacy of water supply is not
included in this scope of services. Survey services, utility locates, potholes, rate studies, detailed costs
estimates, plans for proposed improvements, and grant research are not included. Although Keith and
Schnars is capable of providing these services,they are not a part of this proposal.
With the exception of task 1.04 and reimbursable expenses, this is a Lump Sum Contract with payment
for services as follows:
1.0 Civil Engineering Design:
1.01 Project Development $ 4.000.00
1.02 Data Acquisition and Modeling $ 14,000.00
1.03 Evaluation and Report $ 4,000.00
1.04 Meetings, Project Management and Coordination S 1.000.00 (T&M
Total Services: $23,OOD.00
TOTAL LABOR EXPENSES: $23.000.00
TOTAL REIMBURSABLE ALLOWANCE: $ 1,000.00
'ti KEITH and SCHNARS, P.A.
Q ENGINEERS,PLANNERS,SURVEYORS
City of Dania Beach April 9-Page 4
Agreement for Professional Services
Project Name: City of Dania Beach Water Distribution Modeling
Project Location:Dania Beach, Florida
Keith and Schnars Proposal No P4438 MK
Section 2—ADDITIONAL SERVICES
The undertaking by CONSULTANT to perform professional services defined within this Agreement extends
only to those services specifically described herein. If requested by the CLIENT and agreed to by
CONSULTANT, CONSULTANT agrees to perform additional services hereunder. CLIENT shall be
obligated to pay CONSULTANT for the performance of such additional services an amount (in addition to
all other amounts payable under this Agreement) based on an hourly fee in accordance with
CONSULTANT'S current professional fee schedule, plus reimbursable expenses as incurred by
CONSULTANT, unless a lump sum addendum to this Agreement is executed by the parties to this
Agreement which addresses the additional services.
Additional services shall include revisions to work previously performed that are required due to a change in
the data or criteria fumished to CONSULTANT, a change in the scope or concept of the project initiated by
CLIENT, or services that are required by changes in the requirements of public agencies after work under
this Agreement has commenced.
If the preceding scope of services includes publi:agency permitting,our quoted fees/hours include services
to respond to the agency's first RAI (Request for Additional Information). Additional agency requests or
requirements shall be considered an increase to our scope of services.
III. COMPENSATION
A. Fees:
We estimate our fees for the Civil Engineering Services described in Section f will be Twenty Four
Thousand Dollars($24,000.00).
B. Payments and Invoicing:
Invoices will be submitted by CONSULTANT to CLIENT monthly for services performed and expenses
incurred pursuant to this Agreement during the prior month, Payment of sucn invoice will be due upon
presentation. CONSULTANTS standard invoice format shall apply and such format shall be
acceptable to CLIENT for payment, unless otherwise agreed to in writing hereunder. Invoices shall be
submitted monthly based on a percentage completed for lump sum contracts. On a Time and Material
contract, invoices shall be submitted in accordance with our current professional service fee schedule
as seen on `Exhibit A" attached. The retainer provided by Client at the time of entering into this
Agreement shall be credited against the final invoice.
In the event of any dispute concerning the accuracy of content of any invoice, CLIENT will within seven
(7) days from the date of said invoice, notify CONSULTANT in writing stating the exact nature and
i
KEITH and SCHNARS, P.A.
=a ENGINEERS,PLANNERS, SURVEYORS
=
City of Dania Beach April 9-Page 5
Agreement for Professional Services
Project Name: City of Dania Beach Water Distribution Modeling
Project Location:Dania Beach,Florida
Keith and Schnars Proposal No P4433 MK
amount of the dispute. Any invoice that is not questioned within seven (7) days shall be deemed due
and payable. In the event an invoice or portion of an invoice is disputed within seven (7)days, CLIENT
shall be obligated to pay the undisputed portion of the invoice as set forth in below.
If CLIENT fails to make any payment due to CONSULTANT for services and expenses within forty-five
(45) days from the date of invoice, the amount stated in the invoice shall then accrue interest at the
maximum legal rate. Further, CONSULTANT may then apply the retainer to the unpaid balance of the
account and/or suspend services under this Agreement until the account has been paid in full. There
will be a fee charged for suspended work, which will be negotiated when work is resumed and any
applied retainer must then be reinstated to its previous amount.
In the event any invoice or any portion thereof remains unpaid for more than sixty (60) days following
the invoice date, CONSULTANT may, following seven (7) days prior written notice to CLIENT, initiate
legal proceedings to collect the same and recover, in addition to all amounts due and payable,including
accrued interest, its reasonable attomeys'fees and costs.
The invoices referenced above, will be sent in accordance to the information as reflected on the Billing
Information Form attached hereto.
C. Reimbursable Expenses:
Rather than itemize reimbursable expenses. CONSULTANTS invoices shall contain a single line item
for ordinary and customary expenses in the amount of five (5) percent of the gross invoice amount.
For the purpose of this section, ordinary and customary expenses shall mean any expense related to
Project(excluding large format or color printing, exhibits or any deliverables beyond those articulated in
Article II herein, sub-consultant fees, sub-consultant's expenses and any travel further than 50 miles
from the location of CONSULTANT' office where 4 is performing the majority of the services). Non-
ordinary or customary expenses shall be invoiced by a separate line item at the actual cost plus a
ten (10) percent carrying charge.
IV. PROVISIONS RELATIVE TO THE SERVICES RENDERED
A. Re-use of Documents:
All original documents, including, but not limited to, drawings, sketches, specifications, maps, as-built
drawings, reports, test reports, etc.,that result from CONSULTANT'S services pursuant or under this
Agreement remain the sole property of CONSULTANT and are not intended or represented to be
suitable for re-use by CLIENT or others.
CLIENT may, at their expense, obtain a set of reproducible copies of any maps ancl'or drawings
prepared for them by CONSULTANT, in consideration of which CLIENT agrees that no additions,
_' NGINEERS,PLANNERS.SURVEYORS S
City of Dania Beach April 9—Pace 6
Agreement for Professional Services
Project Name: City of Dania Beach Water Distribunon Modeling
Project Location:Dania Beach, Florida
Keith and Schnars Proposal No.P4436 MK
deletions, changes or revisions shall be made to same without the express written consent of the
CONSULTANT, Any reuse without written verification of adaptation by CONSULTANT mandates that
CLIENT indemnify and hold CONSULTANT harmless from all claims, damages, losses and expenses,
including,but not limhad to,attomay's fees, arising out of or resulting there from.
Photographs of any completed project embodying the services of CONSULTANT provided hereunder
may be made by CONSULTANT and shall be considered as its property, and may be used for
publication.
6. Performance:
CONSULTANT shall not be considered in default in performance of its obligations hereunder if
performance of such obligations is prevented or delayed by acts of God or government, labor disputes,
failure or delay of transportation, subcontractors, or any other similar cause or causes beyond the
reasonable control of CONSULTANT. Time of performance of CONSULTANTS obligations hereunder
shall be extended by time period reasonably necessary to overcome the effects of such force majeure
occurrences.
C. Professional Standards:
All work performed by CONSULTANT shall be in accordance with its professional standards and in
accordance with applicable government regulations. CONSULTANT shall endeavor to obtain all
governmental approvals contemplated under this Agreement. However, CONSULTANT does not
warrant or represent that any government approval will be obtained.
Unless the Scope of Services of this Agreement includes an investigation into the applicable land use,
zoning and platting requirements for the Project, CONSULTANT shall proceed on the assumption that
the Project as presented by CLIENT,is in accordance with applicable governmental regulations.
D. Opinions of Cost:
Since CONSULTANT does not have control over the cost of labor, materials, equipment or services
furnished by others or their methods of determining prices, competitive bidding, market conditions, any
and all opinions as to costs rendered hereunder, including, but not limited to,opinions as to the costs of
construction and materials, shall be made soley on the basis of its experience and qualifications and
represent only a rough estimate based upon its familiarity with the construction industry.
CONSULTANT cannot and does not guarantee that proposals, bids or actual costs will not vary from
opinions of probable cost. If CLIENT wishes greater assurance as to the amount of any cost, CLIENT
will employ an independent cost estimator to make such determination. Engineering services required
to bring costs within any limitation established by CLIENT will be paid for as additional services
hereunder by CLIENT.
g) KEITH and SCHNARS, P.A.
a ENGINEERS,PLANNERS,SURVEYORS
City of Dania Beach April g—Page 7
Agreement for Professional Services
Project Name: City of Dania Beach Water DistriDution Modeling
Project Location:Dania Beach,Florida
Keith and Schnars Proposal No ?4438 MK
If the services under this Agreement continue for a period of more than one (1) year from the notice to
proceed, CONSULTANT shall be entitled to renegotiate an increase in its fee relative to this
Agreement. CONSULTANT shall not be bound under this Agreement 4 modifications to the terms
contained herein are made without the written consent of CONSULTANT(such consent to be signified
by CONSULTANT'S initials next to each modification. and if a fully executed copy hereof is not
received from CLIENT by CONSULTANT on or before sixty (60) calendar days from the date of
execution by CONSULTANT.
E. Termination:
In event of a material failure by the other party to perform in accordance with the terms of this
Agreement, this Agreement may be terminated by providing the breaching party written notice which
shall clearly set forth the material breach and provide five(5)business days to cure. For the purpose of
this Agreement,the failure to pay any invoice submitted by CONSULTANT within sixty(60) days of the
date of said invoice shall be considered a material breach on behalf of CLIENT. In the event of any
termination, CONSULTANT shall be paid for all services rendered to the date of termination including
all reimbursable expenses. CLIENT may terminate this Agreement for convenience upon five (5)
business day notice to CONSULTANT, payment for all services rendered to the date of termination and
Fifteen (15)percent of CONSULTANT's remaining fee.
F. Liability:
CONSULTANT is protected by Workmen's Compensation Insurance, Professional Liability Insurance
and by Public Liability Insurance for bodily injury and property damage and will furnish certificates of
insurance upon request. CONSULTANT agrees to hold CLIENT harmless from loss,damage, injury or
liability arising solely from the negligent acts or omission of CONSULTANT, its employees, agents.
subcontractors and their employees and agents, but only to the extent that the same is actually covered
and paid under the foregoing policies of insurance. If CLIENT requires increased insurance coverage.
CONSULTANT will, 'If specifically directed by CLIENT, secure additional insurance obtained at
CLIENTS expense.
CLIENT agrees CONSULTANT'S aggregate liability to CLIENT and all construction and professional
contractors and subcontractors employed directly or indirectly by CLIENT on the Project, due to or
arising from CONSULTANTS services under this Agreement or because of the relation hereby of
CONSULTANT, its agents, employees or subcontractors, or otherwise, is and shall be limited to
CONSULTANTS total fees under this Agreement or$50,D00.00 whichever is greater. In no event shall
CONSULTANT be liable for any indirect, special or consequential loss or damage arising out of the
services hereunder including, but not limited to, loss of use, loss of profit, or business interruption
whether caused by the negligence of CONSULTANT or otherwise.
KEITH and SCHNARS, P.A.
ENGINEERS, PLANNERS,SURVEYORS
City of Dania Beach April 9—Page B
Agreement for Professional Senates
Project Name: City of Dania Beach Water Disiribution Modeling
Project Location:Dania Beach,Florida
Keith and Schnars Proposal No P4438 MK
CLIENT agrees that CONSULTANT shall have no liability to CLIENT, or to any person or entity
employed directly or indirectly by CLIENT in the project for damages of any kind from services rendered
by CONSULTANT relating to the testing for, monitoring, cleaning up, removing, containing, treating,
detox tying or neutralizing of pollutants, whether or not,caused by the negligence of CONSULTANT.
G. Litigation:
In the event litigation in any way related to the services performed hereunder is initiated between
CONSULTANT and CLIENT, the non-prevailing party shall reimburse the prevailing party for all of its
reasonable attorney's fees and costs related to said litigation.
V. CLIENT'S OBLIGATIONS
CLIENT shall provide CONSULTANT with all data, studies, surveys, plats and all other pertinent information
concerning the Project. CLIENT shall designate a person to act with authority on CLIENT'S behalf with
respect to all aspects of the Project. CLIENT shall be responsible for all processing fees or assessments
required for the completion of the Project. CLIENT shall provide CONSULTANT access to the Project site
at reasonable times upon reasonable notice.
VI. GENERAL PROVISIONS
A. Persons Bound by Agreement:
The persons bound by this Agreement are CONSULTANT and CLIENT and their respective partners,
successors, heirs, executors, administrators, assigns and other legal representatives. This Agreement
and any interest associated with this Agreement may not be assigned, sublet or transferred by either
party without the prior written consent of the other party,such consent not to be unreasonably withheld.
Nothing contained herein shall be construed to prevent CONSULTANT from employing such
independent consultants, associates and sub-consultants,as CONSULTANT may deem appropriate to
assist in the performance of the services hereunder. Nothing herein shall be construed to give any
rights or benefits arising from this Agreement to anyone other than CONSULTANT and CLIENT.
B. No Waiver or Modifications:
No waiver by CONSULTANT of any default shall operate as a waiver for any other default or be
construed to be a waiver of the same default on a future occasior. No delay, course of dealing or
omission on the part of CONSULTANT in exercising any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by CONSULTANT of any right or remedy shall preclude any
other or further exercise of any right or remedy.
This Agreement, including all requests for additional services placed hereunder, express the entire
e'`KEITH and SCHNARS, P.A.
li ENGINEERS,PLANNERS, SURVEYORS
City of Dania Beach April 9—Page 9
Agreement for Professional Services
Project Name: City of Dania Beach Water Distribution Modeling
Project Location:Dania Beach.Florida
Keith and Schnars Proposal No.P4438 MK
understanding and agreement of the parties with reference to the subject matter hereof, and is a
complete and exclusive statement of the terms of this Agreement, and no representations or
agreements modifying or supplementing the terms of this Agreement shall be valid unless in writing,
signed by persons authorized to sign agreements on behalf of both parties.
C. Governing Laws or Venue:
This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of
Florida. Venue for any litigation shall be Broward County, Florida.
VII. CLOSURE
If you concur with the foregoing and wish to direct us to proceed with the aforementioned work, please
execute the agreement in the space provided and return same to the undersigned with the required retainer
and completed billing information form.
We appreciate the opportunity to submit our proposal. Frank Vilar, P.E. has been selected to serve as
project manager. Please contact Frank Vilar or Lou Aurigemma, Director of Civil Engineering, if you have
any questions.
IN WITNESS WHEREOF,the CONSULTANT and CLIENT have executed this agreement the day and year
indicated below.
As to CONSULTANT As to CLIENT
KEITH and SCHNARS, P.A. CITY OF DANIA BEACH
Engineers, Planners, Surveyors
Tim Hall. Kr Name:
Vice President,Civil Engineering Title:
Dated: y-1,3-O 2 Dated:
'`KEITH and SCHNARS, P.A.
�� ENGINEERS,PLANNERS, SURVEYORS
City of Dania Beach Will 9—Page 1
Exhibit A-Agreement for Professional Services
Project Name: City of Dania Beach Water Distribution Modeling
Project Location: Dania Beach,Florida V
Keith and Schnars Pr000sai No P4436 MK
EXHIBIT A
Fee Schedule
(Effective January 1, 2D08)
Code Job Classification Billing Rate
72 Administrative Assistant $60.00
73 Associate 1 $80.00
74 Associate 2 S90.00
75 Senior Associate $115.00
76 Project Manager $125.00
77 Senior Proiect Manager $150.00
78 Director $175.00
79 Principal To Be Quoted
42 2 Person Survey Crew $105.00
43 3 Person Survey Crew $140.00
44 Specialty Survey Crew $175.00
`KEITH and SCHNARS, P.A.
ENGINEERS,PLANNERS,SURVEYORS
BILLING INFORMATION FORM
This form to be completed by Client
PROJECT NAME:
PROJECT ADDRESS:
Street Address
City!State2ip
LAND OWNER:
OWNER ADDRESS:
Street Address
Ciry,'StateZip
OWNER PHONE NO: ( }
OWNER CELL PHONE NO: ( )
E-MAIL ADDRESS:
JOB SITE SUPERINTENDENT:
JOB SITE PHONE: }
SUBDIVISION NAME:
PURCHASE ORDER#:
MAIL INVOICE TO:
Company Name
ATTENTION:
Name/fille
ADDRESS
Street Address/Post Otfice Box
City/StaleZp
PHONE: ( }
FAX: )
SPECIAL BILLING INSTRUCTIONS:
HEN 2.KEITH and SCHNARS, P.A.
ENGINEERS,PLANNERS, SURVEYORS