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2021-01-19 Ex 04NONEXCLUSIVE PROFESSIONAL AGREEEMENT STANDARD “SHORT FORM AGREEMENT” BETWEEN CITY OF OKEECHOBEE AND PROFESSIONAL FOR PROFESSIONAL LANDSCAPE ARCHITECTSERVICES PROJECT: Professional Consulting Landscape Architect Services PROFESSIONAL: Calvin, Giordano & Associates, Inc. 1800 Eller Drive, Suite 600 Ft. Lauderdale., FL 33316 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, hereinafter “Contract,” made and entered into the ____ day of ___________, 2021 by and between Calvin, Giordano & Associates, Inc. 1800 Eller Drive, Suite 600, Ft. Lauderdale., FL 33316, hereinafter referred to as "Professional" and the City of Okeechobee, Florida, a municipal corporation, 55 SE 3rd Avenue, Okeechobee, Florida 34974, hereinafter referred to as "City", for and in consideration of the following terms, conditions and covenants. I. PURPOSE OF AGREEMENT City intends to enter into a contract with Professional for provision of Professional Landscape Architect Services by the Professional and the payment for those services by City as set forth below. II. SCOPE OF SERVICES The Professional shall provide Professional Landscape Architect Services in all phases of any Project for which a PROJECT AUTHORIZATION has been issued by the City pursuant to this Agreement as hereinafter provided. These services will include serving as City’s professional consulting representative for the Project, providing professional consulting consultation and advice and furnishing customary Landscape Architect Services and customary services incidental thereto as described in the Project Authorization. The detailed scope of services to be performed and schedule of fees for those services shall be detailed in each Project Authorization. Section 1. Scope of Service Professional shall work with the City Administrator, City Attorney, City Public Works Director, or other City staff in advising the City and the City Council regarding Professional Landscape Architect Services. The services will be those customarily attendant to Landscape Architect Services including, but not limited to the following: A. Preparation of City Parks Master Plan B. Preparation of roadway median landscape plans C. Preparation of construction documents D. Preparation of cost estimates E. Preparation of record drawings / as-built plans F. Review of plans, specifications and estimates developed by others. G. Financial Analysis H. Presentation to the Council, staff, and the public of reports, plans, and exhibits I. Other customary Professional Landscape Architectural Services III. AGREEMENT PROVISIONS Section 1. Period of Service 1.1 Term of Agreement Upon award of this Agreement, the effective date of this Agreement shall be the date of execution of this Agreement by both City and Professional. Term of this agreement shall be for an initial period of three (3) years with the option of two (2) additional one-year renewal periods, upon the mutual agreement of the parties. At the option of the City, and upon the agreement of the Professional, this Contract may be converted to or replaced at any time with a "Continuing Services Contract" as that term is used in Section 287.055, et seq, Florida Statutes (CCNA). 1.2 Project Authorization Each “Project Authorization” shall specify the Period of Service agreed to by the City and the Professional for services to be rendered under said “Project Authorization”. Section 2. Compensation and Method of Payment 2.1 Fee Schedule CITY will compensate Professional for services under each Project Authorization. The fee due to the Professional shall be set forth in each Project Authorization and shall be in accordance with Professional's personnel hourly rate schedule formalized in “Exhibit C” to this Agreement. Professional's personnel hourly rate schedule may be updated annually prior to each optional renewal period. 2.2 Invoices Professional shall submit monthly invoices to the City no later than the last day of the month for work accomplished under this Contract. Each invoice shall be detailed and include, but not be limited to, hours worked by each person assigned to the Project, date worked, and all ancillary expenses incurred and by whom. 2.3 Payment Payment for services rendered is due within forty-five (45) days of receipt and approval of invoice by City. Section 3. Reimbursable Expenses Professional shall be reimbursed only for approved out pocket expenses directly chargeable to the Project, at actual cost incurred. Reimbursable expenses will include travel, lodging and meals when traveling at the City’s request and on the City's behalf. These expenses shall conform to rates and allowances set forth in Florida State Statute, Sec 112.061, regarding per diem and traveling expenses. Communication expenses, reproduction costs, and special accounting expenses not applicable to general overhead shall be reimbursed at actual cost. Section 4. Additional Services 4.1 Requests for Additional Services The undertaking by the Professional to perform professional services defined within this Contract extends only to those services specifically described herein. If upon the request of the City, the Professional agrees to perform additional services hereunder, the City shall pay the Professional 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 Professional’s current personnel fee schedule, plus reimbursable expenses so incurred by the Professional; unless a lump sum addendum to this Contract is executed by the parties to this Contract which addresses the additional services. 4.2 Changes in Scope/Conditions Additional Services shall include revisions to work previously performed that are required because of a change in the data or criteria furnished to the Professional, or a change in the scope of concept of the Project initiated by the City, or services that are required by changes in the requirements of public agencies, after work under this Contract has commenced. Section 5. Use of Documents 5.1 Ownership of Original Documents All deliverable analysis, reference data, survey data, plans and reports or any other form of written instrument or document that may result from the Professional’s services or have been created during the course of the Professional’s performance under this Contract shall become the property of and shall be delivered to the City after final payment is made to the Professional. Section 6. Termination 6.1 Termination for Convenience Either party upon a seven (7) day written notice to the other party may terminate this Contract. In the event of any termination, Professional shall be paid for all services rendered to the date of termination including all reimbursable expenses. Section 7. CITY's Obligations 7.1 Data to be Furnished The City shall provide Professional with all data, studies, surveys, plats and all other pertinent information concerning the Project in the possession of the City upon request. 7.2 Designated Representative The Designated Representative of the City to act with authority on the City's behalf with respect to all aspects of the Project shall be identified in each Project Authorization. Section 8. Persons Bound by Agreement 8.1 Parties to the Agreement The persons bound by this Contract are the Professional and the City and their respective partners, successors, heirs, executors, administrators, assigns and other legal representative. 8.2 Assignment of Interest in Agreement This Contract and any interest associated with this Contract may not be assigned, sublet or transferred by either party without the prior written consent of the other party. Nothing contained herein shall be construed to prevent Professional from employing such independent Professionals, associates and subcontractors as Professional may deem appropriate to assist in the performance of the services hereunder. 8.3 Rights and Benefits Nothing herein shall be construed to give any rights or benefits arising from this Contract to anyone other than Professional and the City. Section 9. Indemnification of City Professional shall to the fullest extent allowed by law, defend, indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Professional and other persons employed or utilized by the Professional in the performance of the contract. Specific consideration for this indemnity is $10.00, the receipt and sufficiency of which are hereby acknowledged by Professional. Professional shall obtain, maintain and pay for general liability insurance coverage to insure the provisions of this paragraph. Section 10. Insurance. 10.1 Workers’ Compensation The Professional shall procure and maintain, during the life of this Contract, Worker's Compensation insurance as required by Florida Statutes, Chapter 440 for all of employees of the Professional engaged in work on the Project under this Contract. 10.2 Insurance Policy Limits Professional shall procure and maintain insurance policies with at least the following coverage and amounts, during the life of this contract: 10.2.1: General Liability Insurance. In a combined single limit of $1,000,000.00 per occurrence, $2,000,000.00 aggregate. 10.2.2: Automobile Liability Insurance. In a combined single limit of $250,000.00 each occurrence. 10.2.3: Professional Liability or Errors and Omissions Insurance. In a combined single limit of $1,000,000.00 aggregate. 10.3 Insurance Cancellation The Professional shall furnish to the City Certificates of Insurance allowing thirty (30) days notice for any change, cancellation, or non-renewal. If the insurance policies expire during the terms of the Contract, a renewal certificate or binder shall be filed with the City fifteen (15) days prior to the renewal date. 10.4 City to be Named Additional Insured The plans and specifications and other contract documents to be prepared by Professional pursuant to this Contract shall require the insurance of liability of the person, firm or corporation which would, as contractor, perform the work described in such plans and specifications. The amounts of insurance shall be determined by the City. The City shall be named as "additional insured" with regard to the coverage of such policies of insurance. 10.5 Status of Claim. The Professional shall be responsible for keeping the City currently advised as to the status of any claims made for damages against the Professional resulting from services performed under this Contract. The Professional shall send notice of claims related to work under this Contract to the City. Copies of the notices shall be sent by fax, hand delivery or regular mail to: City Administrator, City of Okeechobee 55 SE 3rd Avenue Okeechobee, Florida 34974 Fax: (863) 763-1686 Section 11. Professional Standards 11.1 Other Agreements This Section Not Used. 11.2 Approvals Not Guaranteed All work performed by Professional will be in accordance with the highest professional standards and in accordance with all applicable governmental regulations. However, Professional does not warrant or represent that any governmental approval will be obtained, only that the Professional will exercise its best efforts to obtain all such approvals contemplated under this Contract. 11.3 Governmental Regulations Professional shall assure that work performed under each Project Authorization shall be in accordance with all applicable governmental regulations. Section 12. Opinions of Cost Since the Professional has no control over the cost of labor, materials, equipment or services furnished by others, or over methods of determining prices, or over competitive bidding, or market conditions, any and all opinions as to costs rendered hereunder shall be made on the basis of its experience and qualifications and represent its best judgment as an experienced and qualified Professional, familiar with the current market. The Professional cannot and does not guarantee that proposals, bids or actual costs will not vary from opinions of probable cost. If at any time the City wishes greater assurance as to the amount of any cost, the City shall employ an independent cost estimator to make such determination. Consulting services required to bring cost within any limitation established by the City will be paid for as additional services hereunder by the City. Section 13. General Conditions 13.1 Compliance with Laws The Contractor, its employees, subcontractors or assigns, shall comply with all applicable federal, state, and local laws, regulations, and requirements relating to the performance of this Contract. 13.2 Applicable Laws and Venue The laws of the State of Florida shall govern all aspects of this Contract. In the event it is necessary for either party to initiate legal action regarding this Contract, venue shall be in the Nineteenth Judicial Circuit for claims under state law and in the Southern District of Florida for any claims which are justiciable in federal court. 13.3 Indemnification Contractor shall defend, indemnify and hold harmless the CITY and all of the CITY’s officers, agents, and employees from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys’ fees, and court costs which may arise because of the negligence (whether active or passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of Contractor, its officers, agents or employees in performance or non-performance of its obligations under the Agreement. Contractor recognizes the broad nature of this indemnification and hold harmless clause, as well as the provision of a legal defense to the CITY when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the CITY in support of these indemnification, legal defense and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement. Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve Contractor of its liability and obligation to de fend, hold harmless and indemnify the CITY as set forth in this article of the Agreement. Nothing herein, shall be construed to extend the CITY’s liability beyond that provided in Section 768.28, Florida Statutes. 13.4 Waiver of Jury Trial Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Contract and the transactions it contemplates. This waiver applies to an action or legal proceeding, whether sounding in contract, tort or otherwise. 13.5 No Discrimination Contractor and its agents will not discriminate against any person on the grounds of race, color, creed, national origin, handicap, age, or sex, in any activity under this Contract. 13.6 No Lobbying Pursuant to Chapter 216.347, F.S., the Contractor is prohibited from the expenditure of any funds under this Contract to lobby the Legislature, the judicial branch or another state agency 13.7 E-Verify CONTRACTOR has verified that its employees are authorized to work in the U.S. and certifies that a good faith effort has been made to properly identify employees by timely reviewing and completing appropriate documentation, including but not limited to the Department of Homeland Security, U.S. Citizenship, and Immigration Services Form I-9. Answers to questions regarding E-Verify as well as instructions on enrollment may be found at the E-Verify website: www.uscis.gov/e-verify. CONTRACTOR shall expressly require any subcontractors performing work or providing services pursuant to this contract to likewise utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. 13.8 Contractors Duties Regarding Public Records A.Compliance with Florida Laws Contractor must provide public access to all records concerning this Contract according to applicable Florida laws including Chapter 119, Florida Statutes. If Contractor asserts any exemptions to Florida’s public records laws, Contractor has the burden of establishing and defending the exemption. Contractor’s failure to comply with this section is a breach of this Contract. The records subject to Chapter 119 may include, in addition to prepared documents, such communication as e-mails, text messages, inter-office memorandums, social media, and photographs or images; a person or entity may request public records via e-mail, or by oral or written request, and a response to such a request must be prompt; it is the responsibility of the CONTRACTOR to establish an in-house policy in reference to such records, and to identify and retain such communications in the normal course of business in the event a request is made to produce these records. B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER: (863) 763-3372, EXT. 9814, EMAIL ADDRESS: LGAMIOTEA@CITYOFOKEECHOBEE.COM, AND MAILING ADDRESS: 55 SE THIRD AVE, OKEECHOBEE FL, 34974. 13.9 No Third-Party Beneficiaries This Contract is solely for the benefit of the Contractor and the City. No person or entity other than the Contractor or the CITY shall have any rights or privileges under this Contract in any capacity whatsoever, either as third-party beneficiary or otherwise. 13.10 Assignment Contractor shall not assign, delegate, sublease or otherwise transfer any portion of its rights and obligations as set forth in this Contract without prior written consent of the City. Any attempted assignment in violation of this provision shall be void. 13.11 Waver No waiver of any term of this Contract constitutes a waiver of any other provision, whether similar or dissimilar. No waiver of any term constitutes a continuing waiver. No waiver is binding unless signed in writing by the waiving party. 13.12 Severability If any term of this Contract is for any reason invalid or unenforceable, the rest of the Contract remains fully valid and enforceable. 13.13 Entire Contract This Contract constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreement, representations, and undertaking. No supplement, modification, or amendment of this agreement will be binding unless it is in writing and signed by both parties. 13.14 Interpretation Unless the context requires otherwise: The term “including” contemplates “including but not limited to.” 13.15 Survival All provisions of this Contract which by their terms bind either party after the expiration or termination of this Contract shall survive the expiration or termination of this Contract. 13.16 Force Majeure Notwithstanding any provisions of this Contract to the contrary, the Parties shall not be held liable for any failure or delay in the performance of this Contract that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the Parties. Failure to perform shall be excused during the continuance or as a result of such circumstances, but this Contract shall otherwise remain in effect. This provision shall not apply if the “Statement of Work” of this Contract specifies that performance by the Contractor is specifically required during the occurrence of any of the events herein mentioned. Section 14. Exhibits The following Exhibits are attached to and made a part of this Contract: “Exhibit A” - "Proposal as Submitted by Professional and Accepted by City" “Exhibit B” - “Original Request for Proposal as Issued by City, including all Addenda” “Exhibit C” - "Hourly Fee Schedule." IN WITNESS WHEREOF, the CITY and the Professional have made and executed this Contrac t the day and year first above written. ATTEST: CITY Lane Gamiotea Dowling R. Watford City Clerk Mayor APPROVED AS TO FORM Carlyn H. Kowalsky, Attorney WITNESSES: PROFESSIONAL (Signature) (Signature) (Signature) (Printed Name & Title) EXHIBIT A “PROPOSAL AS SUBMITTED BY PROFESSIONAL AND ACCEPTED BY THE CITY OF OKEECHOBEE” (on file) EXHIBIT B “ORIGINAL REQUEST FOR PROPOSAL AS ISSUED BY CITY” (on file) EXHIBIT C “HOURLY FEE SCHEDULE” PROFESSIONAL FEE SCHEDULE Principal 215.00 LANDSCAPE ARCHITECT Contract Administrator 190.00 Associate, Landscape Architect 165.00 Project Administrator 165.00 Senior Landscape Architect 135.00 Executive Assistant / Clerical 75.00 Environmental Administrator 125.00 Landscape Architect 120.00 ENGINEERING Environmental Specialist 105.00 Associate, Engineering (VI) 190.00 Landscape CADD Technician 95.00 Director, Engineering (V) 175.00 Environmental Assistant 90.00 Project Manager (IV) 150.00 Landscape Inspector/Arborist 105.00 Project Engineer (III) 130.00 Landscape Designer 120.00 Engineer (II) 110.00 Landscape Site Plan Reviewer 135.00 Jr. Engineer (I) 100.00 Senior CADD Tech Manager 115.00 INDOOR AIR QUALITY SERVICES CADD Technician 95.00 Sr. Environmental Scientist 125.00 Permit Administrator 90.00 Environmental Scientist 100.00 DATA TECH DEVELOPMENT Associate, Data Tech Dev. 165.00 CONSTRUCTION Associate, Construction 165.00 GIS Coordinator 145.00 Construction Management Director 135.00 GIS Specialist 125.00 Construction Manager 125.00 Multi‐Media 3D Developer 115.00 Senior Inspector 100.00 GIS Technician 100.00 Inspector 90.00 Sr. Applications Developer 165.00 Construction Coordinator 90.00 Applications Developer 135.00 Network Administrator 155.00 EMERGENCY MANAGEMENT System Support Specialist 115.00 Director 145.00 IT Support Specialist 85.00 Planner 105.00 GOVERNMENTAL SERVICES Assistant Planner 90.00 Associate, VP 190.00 PLANNING Director of Code Enforcement 145.00 Associate, Planning 175.00 Director of Building Code 145.00 Director of Planning 150.00 Project Manager 145.00 Planning Administrator 150.00 Grants Administrator 125.00 Planning Manager 145.00 Code Enforcement Field Supervisor 110.00 Senior Planner 125.00 Code Enforcement Field Inspector 90.00 Assistant Planner 90.00 Building Official 115.00 Building Plans Reviewer 90.00 EXPERT WITNESS Building Inspector 90.00 Principal/Associate 330.00 Permit Processor 75.00 Registered Engineer/Surveyor 280.00 SURVEYING Project Engineer 230.00 Associate, Surveying 165.00 Senior Registered Surveyor 145.00 Survey Crew 135.00 Registered Surveyor 130.00 Survey Coordinator 105.00 CADD Technician 95.00 3D Laser Scanner 355.00 Hydrographic Survey Crew 330.00 G.P.S. Survey Crew 155.00 Sub‐meter G.P.S 75.00 Soft Dig (per hole) 480.00 Utility Locates (per hour) 205.00 Effective October 1, 2014 In addition to the hourly rates listed above, charges will include direct out‐of‐pocket expenses such as reproduction, overnight mail, and other reimbursables billed at a multiplier of 1.25.