2024-09-11 Ex. 12, Item VIII. B. • • Exhibit 12
09/11/2024((.
s-t.1 Vlrl,B.
FIRST AMENDMENT
TO
PROFESSIONAL ENGINEERING SERVICES AGREEMENT
THIS FIRST AMENDMENT TO PROFESSIONAL ENGINEERING SERVICES
AGREEMENT (the "Amendment") is made and entered into as of this _ day of
2024 by and between Culpepper and Terpening, Inc., hereinafter
referred to as "Professional", and the City Of Okeechobee, Florida, a Florida municipal
corporation, by and through its City Council, hereinafter referred to as the "CITY", both parties
referred to hereinafter collectively as the"Parties."
WITNESSETH
WHEREAS, the Parties entered into a certain Professional Engineering Services
Ag isent,w I an effective date of October 22, 2021 (the "Agreement"), attached hereto
a xhibit A . d incorporated herein by reference; and
EREAS, the Parties desire to amend the Agreement in certain respects as further
described in this Amendment.
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending
to be legally bound, agree as follows:
1. Amended Exhibit C to Agreement.
) h i hit C of the Agreement is replaced in its entirety with the attache Amended
xhibit C.
2. Miscellaneous.
a. No Other Modifications. Except to the extent specifically provided in this
Amendment,all terms and conditions of the Agreement shall remain in full force and effect.
b. Definitions.All capitalized terms used but not defined in this Amendment shall
have the meaning set forth in the Agreement.
c. Amendments. No amendment may be made to this Amendment unless first
agreed to by the Parties in writing.
d. Counterparts.This Amendment may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Amendment and all of which,when taken
together,will be deemed to constitute one and the same agreement.
[SIGNATURE PAGES FOLLOW]
Page 1 of 2
• •
IN WITNESS WHEREOF,the Parties hereto have caused this Amendment to be executed as
of the date first set forth above.
FOR THE PROFESSIONAL:
C PER AND TERPENING,INC.
( 1gn)
By: Stefan K. Matthes
(Print)
Sr. Vice President
(Title)
FOR THE CITY:
CITY OF OKEECHOBEE,a Florida municipal corporation
Dowling R.Watford Jr.Mayor
Attest:
Lane Gamiotea,CMC
City Clerk
Approved as to Form and Legal Sufficiency:
(Sign)
By:
(Print)
Nason Yeager Gerson Harris&Fumero,P.A.
City Attorney
Page 2 of 2
• •
EXHIBIT A TO AMENDMENT:
PROFESSIONAL SERVICES AGREEMENT DATED OCTOBER 22,2021
• •
PROFESSIONAL ENGINEERING SERVICES AGREEMENT
THIS AGREEMENT, hereinafter "Agreement," made and entered into the 22nd day of
October , 2021 by and between Culpepper and Terpeninq, Inc.
, hereinafter referred to as
"PROFESSIONAL" and the City of Okeechobee, Florida, a municipal corporation, 55 SE 3'
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 an agreement with PROFESSIONAL for provision of Professional
Engineering 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 Engineering 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 Civil Engineering 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.
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 Engineering
Services. The services will be those customarily attendant to Civil Engineering Services including,
but not limited to the following:
A. Preparation of roadway location or alignment studies
B. Preparation of roadway design
C. Preparation of land acquisition documents
D. Preparation of a hydrologic & hydraulic studies
E. Preparation of storm drainage system design
F. Preparation of new or retrofit storm water management design
G. Preparation of floodplain studies
H. Preparation and procurement of requisite environmental permits
I. Performance of traffic counts
J. Preparation of traffic studies and analysis
K. Preparation of maintenance of traffic design
L. Preparation of structural studies and design for bridges, culverts and retaining
walls
M. Preparation of construction documents
N. Preparation of cost estimates
O. Preparation of record drawings/as-built plans
P. Review of plans, specifications and estimates developed by others, attend
Technical Review Committee or other required meetings as requested.
Q. Financial Analysis
R. Construction Inspection Services
S. GIS Mapping and Data Collection
• •
T. Presentation to the City Council, staff, and the public of reports, plans, and
exhibits
U. Other customary Professional Civil Engineering & Surveying Services
Ill.Agreement
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 Agreement may be converted to or
replaced at any time with a "Continuing Contract"as that term is used in Section 287.055,
Florida Statutes (CCNA).
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".
3. Compensation and Method of Payment
3.1 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.
3.2 Invoices
PROFESSIONAL shall submit monthly invoices to the CITY no later than the last day of
the month for work accomplished under this Agreement. 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.
3.3 Payment
Payment for services rendered is due within Forty-five (45) days of receipt and approval
of invoice by CITY. Payment is delinquent thirty (30) days following receipt and approval
of invoice by CITY.
4. 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. Identifiable communication expenses,
reproduction costs, and special accounting expenses not applicable to general overhead shall
be reimbursed at actual cost.
5. Additional Services
5.1 Requests for Additional Services
•
The undertaking by the PROFESSIONAL to perform professional services defined within
this Agreement 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 Agreement is executed by the parties to this Agreement which
addresses the additional services.
5.2 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 C, or services that are. required by
changes in the requirements of public agencies, after work under this Agreement has
commenced_
6. Use of Documents
6.1 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
Agreement shall become the property of and shall be delivered to the CITY after final
payment is made to the PROFESSIONAL.
7. Termination
7.1 Termination for Convenience
Either party upon a seven (7) day written notice to the other party may terminate this
Agreement. In the event of any termination, PROFESSIONAL shall be paid for all services
rendered to the date of termination including all reimbursable expenses.
8. City's Obligations
8.1 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.
8.2 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.
9. Insurance.
9.1 Workers' Compensation
The PROFESSIONAL shall procure and maintain, during the life of this Agreement,
Worker's Compensation insurance as required by Florida Statutes, Chapter 440 for all
employees of the PROFESSIONAL engaged in work on the Project under this Agreement.
3
• •
9.2 Insurance Policy Limits
PROFESSIONAL shall procure and maintain insurance policies with at least the following
coverage and amounts, during the life of this Agreement:
9.2.1: General Liability Insurance. In a combined single limit of $1,000,000.00 per
occurrence, $2,000,000.00 aggregate.
9.2.2: Automobile Liability Insurance. In a combined single limit of$250,000.00 each
occurrence.
9.2.3: Professional Liability or Errors and Omissions Insurance. In a combined single
limit of$1,000,000.00 aggregate.
9.3 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 Agreement, a renewal certificate or binder shall be filed with
the CITY fifteen (15) days prior to the renewal date.
9.4 City to be Named Additional Insured
The plans and specifications and other Agreement documents to be prepared by
PROFESSIONAL pursuant to this Agreement shall require the insurance of liability of the
person, individual, firm, or corporation which would, as professional, 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. In the case of State funded projects, State agencies such
as the Florida Department of Transportation or Department of Environmental Protection,
shall be named as "additional insured" with regard to the coverage of such policies of
insurance.
9.5 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 Agreement. The PROFESSIONAL shall send notice of
claims related to work under this Agreement 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
10. General Conditions
10.1 Compliance with Laws
The Professional, its employees, sub-contractors or assigns, shall comply with all
applicable federal, state, and local laws, regulations, and requirements relating to the
performance of this Agreement.
4
• •
10.2 Applicable Laws and Venue
The Laws of the State of Florida shall govern all aspects of this Agreement. In the event
it is necessary for either party to initiate legal action regarding this Agreement, 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.
10.3 Indemnification
For value received, which is hereby acknowledged, PROFESSIONAL shall indemnify and
hold harmless the agency, 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 design
professional and other persons employed or utilized by the design professional in the
performance of the contract.
The PROFESSIONIAL further acknowledges that it is solely responsible for ensuring
compliance and compliance of its subcontractors, suppliers, agents, assigns, invitees and
employees with the terms of this Agreement. This paragraph shall survive l:he expiration
or termination of this Agreement.
10.4 Waiver of Jury Trial
Each party, to the extent permitted by law, knowingly, voluntarily, and intentonally waves
its right to a trial by jury in any action or other legal proceeding arising out of relating to
this Agreement and the transactions it contemplates. This waiver applies to an action or
legal proceeding, whether sounding in agreement, tort or otherwise.
10.5 No Discrimination
PROFESSIONAL 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
Agreement.
10.6 No Lobbying
Pursuant to Chapter 216.947, F.S., the PROFESSIONAL is prohibited from the
expenditure of any funds under this Agreement to lobby the Legislature, the judicial branch
or another state agency.
10.7 E-Verify
PROFESSIONAL has verified that its employees are authorized to work in the United
States and certifies that a good faith effort has been made to properly identiy employees
by timely reviewing and completing appropriate documentation, including but not limited
to the Department of Homeland Security, United States Citizenship, and Immigration
Services Form 1-9. 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.
PROFESSIONAL shall expressly require any sub-contractor's performing work or
providing services pursuant to this Agreement to likewise utilize the United States
Department of Homeland Security's E-Verify system to verify the employment eligibility of
all new employees hired by the sub-contractor during the Agreement term.
5
• •
10.8 Professionals Duties Regarding Public Records
10.8.1. Compliance with Florida Laws
PROFESSIONAL must provide public access to all records concerning this
Agreement according to applicable Florida laws including Chapter 119, Florida
Statutes. If PROFESSIONAL asserts any exemptions to Florida's Public Records
laws, PROFESSIONAL has the burden of establishing and defending the exemption.
PROFESSIONAL'S failure to comply with this section is a breach of this Agreement.
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 PROFESSIONAL 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.
10.8.2. IF THE PROFESSIONAL HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATURES, TO THE PROFESSIONAL'S DUTY TO PROVIDE
PUBLIC RECORDS REGARDING TO THIS AGREEMENT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
TELEPHONE NUMBER : (863) 763-3372, EXT 9814, EMAIL
ADDRESS LGAMIOTEA(cr�CITYOFOKEECHOBEE.COM, AND
MAILING ADDRESS: 55 SE THIRD AVE, OKEECHOBEE FL,
34974.
10.9 No Third-Party Beneficiaries
This Agreement is solely for the benefit of the PROFESSIONAL and the CITY. No
person or entity other than the PROFESSIONAL or the CITY shall have any rights or
privileges under this Agreement in any capacity whatsoever, either as third-party
beneficiary or otherwise.
10.10 Assignment
PROFESSIONAL shall not assign, delegate, sublease or otherwise transfer any portion of
its rights and obligations as set forth in this Agreement without prior written consent of the
CITY. Any attempted assignment in violation of this provision shall be void.
10.11 Waver
No waiver of any term of this Agreement 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
10.12 Severability
If any term of this Agreement is for any reason invalid or unenforceable, the rest of the
Agreement remains fully valid and enforceable.
10.13 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all
prior and contemporaneous agreement, representations, and undertaking. No
6
• .
supplement, modification, or amendment of this agreement will be binding unless it is in
writing and signed by both parties.
10.14 Interpretation
Unless the context requires otherwise: The term ''including" contemplates 'including but
not limited to."
10.15 Survival
All provisions of this Agreement which by their terms bind either party after the expiration
or termination of this Agreement shall survive the expiration or termination of this
Agreement.
10.16 Force Majeure
Notwithstanding any provisions of this Agreement to the contrary, the Parties shall not be
held liable for any failure or delay in the performance of this Agreement 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 majeur=, 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 Agreement shall otherwise
remain in effect.
This provision shall not apply if the "Statement of Work" of this Agreement specifies that
performance by the PROFESSIONAL is specifically required during the occurrence of any
of the events herein mentioned.
11. Exhibits
The following Exhibits are attached to and made a part of this Agreement:
"Exhibit A" - "Submittal as submitted by Professional and Accepted by City of
Okeechobee"
"Exhibit B" - "Original Request for Submittal as Issued by CITY, including all Addenda"
"Exhibit C" - "Professional's Personnel Hourly Rate Schedule."
"Exhibit D" — Insurance and Indemnification
IN WITNESS WHEREOF, the CITY and the PROFESSIONAL have made and executed
this Agreement the day and year first above written.
7
• •
SIGNATURE PAGE
ATTEST: CITY
NYVA6.
Lane Gamiotea, CMC ary Ri r
City Clerk City dministrator
APPROVED AS TO FORM
AND CORRECTNESS
Johr d'Fumero
City Attorney
WITNESSES: PROFESSIONAL
// % SherryT. DSherigitallyryT.Te signed by
rpening
leraeninceir�+„1 f Date:2021.10.22
(Signature) (Signature)
Kelly E Cranfordn;= Sherry T. Terpening -CFO
(Signature) (Printed Name&Title)
8
• •
EXHIBIT A
"SUBMITTAL AS SUBMITTED BY PROFESSIONAL AND ACCEPTED BY THE
CITY OF OKEECHOBEE"
9
• •
EXHIBIT B
"ORIGINAL REQUEST FOR SUBMITTAL AS ISSUED BY CITY
INCLUDING ALL ADDENDA"
10
• •
EXHIBIT C
"PROFESSIONAL'S PERSONNEL HOURLY RATE SCHEDULE"
11
• •
CULPEPPER &
• TERPENING INC
City of Okeechobee
ADM 01-32-07-21 Professional Engineering Services
Continuing Contracts
Hourly&Reimbursable Rate Schedule
Professional Services Rate
Expert Witness $ 300.00
Principal Engineer, P.E. $ 210.00
Principal Planner $ 195.00
Senior Project Manager, P.E. $ 195.00
Senior Project Engineer, P.E. $ 185.00
Senior Project Surveyor, P.S.M. $ 180.00
Project Engineer, P.E. $ 165.00
Survey Crew $ 155.00
Senior Project Manager $ 135.00
Project Engineer, El $ 135.00
Senior Construction Inspector $ 125.00
Sr. Engineering Designer $ 110.00
Project/GIS Support Person $ 90.00
Sr. Engineering Technician $ 90.00
Sr. Surveying Technician $ 90.00
Engineering Technician $ 75.00
Administrative Services $ 55.00
Reimbursable Expenses
Blue Print $1.50
Blue Print-Color $3.50
Mylar $10.00
Compact Disc $10.00
Small Copy $0.25
Large Copy $0.35
Color Copy $0.35
Federal Express At Cost
Travel (Per Mile) IRS Rate At Cost
Rates are valid until December 31, 2022
Page 1 of 1
A LEGACY OF EXPERTISE AND EXCELLENCE
2980 SOUTH 25TH STREET FT. PIERCE.FL 34981 (772)464-3537 FAX:(772)464-9497
• •
AMENDED EXHIBIT C TO AGREEMENT:
PROFESSIONAL'S PERSONNEL HOURLY RATE SCHEDULE
CULPEPPER &
TERPENING INC
CONSULTING ENGINEERS i LAND SURVEYORS
City of Okeechobee
Hourly& Reimbursable Rate Schedule
PROFESSIONAL SERVICES RATE
Expert Witness $ 320.00
Principal Engineer. P.E. $ 225.00
Sr. Project Manager. P.E. $ 210.00
Sr. Project Engineer. P.E. $ 200.00
Project Engineer, P.E. $ 180.00
Project Engineer, El, II $ 150.00
Project Engineer, El, I $ 135.00
Sr. Project Manager $ 155.00
Project Manager $ 145.00
Sr. Engineering Designer $ 120.00
Sr. Engineering Technician $ 100.00
Engineering/GIS Technician $ 80.00
Principal Planner $ 210.00
CONSTRUCTION ENGINEERING INSPECTION SERVICES
Sr. Project Manager, P.E. $ 210.00
Project Administrator $ 175.00
Sr. Construction Inspector $ 135.00
Construction Inspector $ 110.00
SURVEY SERVICES
Sr. Project Surveyor, P.S.M. $ 195.00
Survey Project Manager $ 185.00
Drone Survey Crew $ 180.00
GPS Survey Crew $ 170.00
Survey Crew $ 170.00
Sr. Surveying Technician $ 95.00
Surveying Technician $ 90.00
ADMINISTRATION SERVICES
Project Coordinator $ 110.00
Administrative Services $ 60.00
Outside Services and Application Fees Cost +20%
Rates are valid until December 31, 2025
1 of 1
A LEGACY OF EXPERTISE AND EXCELLENCE
2980 SOUTH 25TH STREET FT. PIERCE, FL 34981 (772)464-3537 FAX: (772)464-9497