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HomeMy Public PortalAboutAgreement for Gulf Stream Renee Basel From:Danny Brannon <dbrannon@bngengineers.com> Sent:Tuesday, May 3, 2011 11:57 AM To:Avirom and Associates Subject:Agreement for Gulf Stream Attachments:survey agreement - Avirom.pdf Mike, The attached has been revised to change Jupiter Inlet Colony to Gulf Stream on Page 9. Please resubmit. Danny P. Brannon, P.E. Brannon & Gillespie, LLC 12798 West Forest Hill Blvd, Ste 102 Wellington, FL 33414-4704 Phone: (561)795-0833 - Fax: (561) 795-5678 Website: www.BnGEngineers.com 1 ____________________________________________________________________________________________ Survey Agreement April 2011 1 NON-EXCLUSIVE PROFESSIONAL MUNICIPAL SURVEYING AND MAPPING SERVICES AGREEMENT FOR CONTINUING SERVICES THIS AGREEMENT, entered into this ______ day of _______________, 2011 by and between THE TOWN OF GULF STREAM, a political subdivision of the State of Florida, hereinafter referred to as the “TOWN”, and AVIROM & ASSOCIATES, INC., a Florida Corporation, hereinafter referred to as the “SURVEYOR”. W I T N E S S E T H That the TOWN and the SURVEYOR, in consideration of their mutual covenants, herein agree with respect to the performance of professional Surveying services by the SURVEYOR and the payment for those services by the TOWN as set forth below and in individual Work Orders. This agreement shall be referred to as the “MASTER AGREEMENT” under which future Work Orders will apply. The SURVEYOR shall provide the TOWN with professional surveying services and such other related services as defined in specific Work Orders for each project. The SURVEYOR shall serve as the TOWN’s professional surveyor for the project as set forth in each Work Order and shall give professional surveying services to the TOWN during the performance of the services to be rendered. The SURVEYOR is retained by the TOWN to perform these services under this non-exclusive continuing contract with the TOWN. SECTION 1 – PROJECT(S) The project(s) deliverables shall be identified by the TOWN and communicated to the SURVEYOR. The SURVEYOR services required shall be identified on individual Work Orders prepared by the SURVEYOR and approved by the TOWN’s representative. Each Work Order will be uniquely numbered and shall be subject to the TOWN’s approval prior to a Notice –to- Proceed being issued. Services required of the SURVEYOR for the project will be described in other appropriate sections of this Agreement and quantified in individual Work Orders. ____________________________________________________________________________________________ Survey Agreement April 2011 2 SECTION II – TOWN OBLIGATIONS The TOWN agrees to provide the following material, data, or services as required in connection with the work to be performed under this Agreement: A. Provide the SURVEYOR with available data, drawings, surveys, right-of-way maps, reports, and other information in the possession of the TOWN, that are pertinent to the project and allowed to be shared. B. The TOWN shall assist in making provisions for the SURVEYOR to enter upon public or private property as required for the SURVEYOR to perform his services. SECTION III – ALLOTMENT OF PROJECT WORKLOAD TO THE SELECTED CONTINUING SURVEY SERVICE FIRM The TOWN, through its designated Utility representative, shall, in its sole discretion, assign work to the Continuing Survey Services Firm as appropriate. The “Master Agreement” in no way guarantees any future work. SURVEYOR shall have no right to appeal or challenge the TOWN’S decision regarding distribution of work. SECTION IV – SCOPE OF SERVICES The SURVEYOR agrees to perform all necessary professional Surveying services in connection with the assigned project(s) as required and as set forth in the following: A. General 1. The SURVEYOR will endeavor not to duplicate any previous work done on any project. Before issuance of Work Order and written authorization to proceed, the SURVEYOR shall consult with the TOWN to clarify and define the TOWN’s requirements and deliverables for the project and review all available data. 2. The SURVEYOR shall attend meetings with the TOWN and its representatives, upon request. Meetings not included in the Work Order shall be treated as additional services when such meetings are related to approved Work Orders. 3. In order to accomplish the work described under this Agreement under the time frames and conditions set forth in this Agreement, the SURVEYOR shall observe the following requirements: ____________________________________________________________________________________________ Survey Agreement April 2011 3 a. The SURVEYOR will complete his work on the project within the time allowed by maintaining an adequate staff of registered Surveyors, certified operators, draftsmen, and other employees on the work at all times. b. The SURVEYOR shall comply with all federal, state, and local laws applicable to this project(s). The SURVEYOR’s work product shall conform with all applicable federal, state and local laws applicable to this project(s). c. The SURVEYOR shall prepare all necessary sketches, drawings, and survey documents as necessary for each project. d. The SURVEYOR shall reply in a timely manner to the TOWN’s requests for additional information related to the SURVEYOR’s work product. The SURVEYOR shall cooperate fully with the TOWN in order that all phases of the work may be properly scheduled and coordinated. e. The SURVEYOR will contact all utility companies having installations in the vicinity of the proposed work and coordinate locations of utilities, if necessary and included on the Work Order. The SURVEYOR shall provide the TOWN with all obtained information relative to any required utility locations and installations and shall show all known above and below ground utilities on the survey work product. f. The SURVEYOR shall report project status to the TOWN’S Representative upon request and hold all drawings, calculations and related work open to the inspection of the TOWN’S Representative or his authorized agent at any time, upon reasonable request. 4. The SURVEYOR shall furnish additional copies of reports, drawings, sketches, and survey documents as required by the TOWN, but may charge only for the actual cost of providing such copies where outsourced and rates included in this Agreement or in the Work Order do not apply. ____________________________________________________________________________________________ Survey Agreement April 2011 4 SURVEYOR will submit request for reimbursement in a format as directed by the TOWN’s Representative. The SURVEYOR shall furnish to the TOWN the necessary number of sets of the drawings, sketches, survey documents and other pertinent items as set forth in individual Work Orders. The cost of these sets of documents are not included in the basic compensation paid to the SURVEYOR but will be paid as a direct expense. All created documents, survey notes, field books, tracings, drawings, sketches, survey documents, and the like including all items furnished to the SURVEYOR by the TOWN pursuant to this Agreement, are and shall remain the property of the TOWN, and shall be delivered to the TOWN upon completion of the work if requested. All items prepared by the SURVEYOR shall be created, maintained, updated, and provided in the format as specified by the TOWN including but not limited to Print, CADD, PDF, EXCEL, etc. Unless noted otherwise on the Work Order, AutoCAD, Excel, Word, shall be understood to be standard formats for CAD, Spreadsheet, and word documents. 5. The SURVEYOR acknowledges that preparation of all applicable drawings, sketches, survey documents, and written or oral responses to all regulatory agencies’ questions about the SURVEYOR’s work product, are included within the scope of basic compensation in each particular Work Order. Any additional work required by regulatory agencies or entity which establish such regulations or need after the effective date of the particular Work Order, shall be an additional service, and the TOWN shall compensate the SURVEYOR in accordance with Section VII – “Additional Work,” of this Agreement, and in accordance with the fee schedule in an approved Work Order. 6. Compensation to the SURVEYOR for basic services shall be in accordance with each Work Order, as mutually agreed upon by the SURVEYOR and the TOWN. Schedule of current hourly billing rates are included in “Exhibit A” attached, and will be included as part of each Work Order when approved. SURVEYOR shall provide a resource plan, time to ____________________________________________________________________________________________ Survey Agreement April 2011 5 complete, and other information as needed relative to the Work Order to support the TOWN’s effective management of the TOWN’s business. SECTION V – TIME FOR COMPLETION The time for completion of each project shall be defined in the Work Order. SECTION VI – COMPENSATION The TOWN agrees to pay, and the SURVEYOR agrees to accept, for services rendered pursuant to this Agreement, fees in accordance with the following: A. Professional Services Fee: The basic compensation shall be agreed upon prior to issuance of each Work Order and the work hours for each discipline, required equipment hours, and work schedule shall be included in the Work Order. B. Direct Payment for Additional Services: The TOWN agrees to pay on a direct basis for services or goods provided by others working in conjunction with the SURVEYOR, as follows: 1. Printing and Reproduction. The TOWN shall make direct payment to the SURVEYOR for the cost of printing project plan sheets required for project coordination. The maximum cost allowed per printed sheet utilized for this purpose shall be set forth in the Work Order. 2. All travel expenses must be agreed to in advance by Work Order and included therein. SECTION VII – ADDITIONAL WORK Additional work occurs when the TOWN requests changes after it has issued a Work Order notice-to-proceed. Additional work shall not commence until a Work Order for the additional work has been formally issued by the TOWN’s Representative, and the additional work shall be performed in accordance with the fee schedule set forth in Exhibit “A” or as set forth in a supplemental Work Order. SECTION VIII – PAYMENTS ____________________________________________________________________________________________ Survey Agreement April 2011 6 The TOWN shall make monthly partial payments to the SURVEYOR as provided for in the Work Order. On specific Work Orders with compensation estimated to be greater than $25,000, a ten percent (10%) retainage shall be withheld by the TOWN until all of the SURVEYOR’s work is completely accepted by the TOWN. If work is held up on the specific project for six months or greater due to no fault of the SURVEYOR, the SURVEYOR may request release of the accumulated retainage. Unless otherwise stated in the Work Order, the SURVEYOR shall submit duly certified invoices to the TOWN’s Representative for review monthly. Invoices shall indicate the Work Order and deliverables provided. The Work Order shall be divided into units of deliverables, which shall include, but not be limited to, electronic files, reports, findings, drawings, and drafts that must be received and accepted in writing by the TOWN’s Representative prior to payment. SECTION IX – RIGHT OF DECISIONS All services shall be performed by the SURVEYOR to the satisfaction of the TOWN’s Representative who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, according to the prosecution and fulfillment of the service hereunder, and the character, quality, amount and value thereof. The TOWN’s Representative’s decision upon all claims, questions and disputes shall be final, conclusive and binding. Adjustments of compensation and contract time because of any major changes in the work that might become necessary or be deemed desirable as the work progresses shall be reviewed and approved by the TOWN’s Representative prior to the SURVEYOR beginning his work on such changes. SECTION X – OWNERSHIP AND REUSE OF DOCUMENTS A. Ownership and Copyright: Unless agreed otherwise, ownership and copyright of all reports, tracings, plans, specifications, field books, survey information, maps, contract documents, data, and other deliverables developed by the SURVEYOR pursuant to this Agreement, shall be vested in the TOWN. Said materials shall be made available by the SURVEYOR at any time upon request of the TOWN. ____________________________________________________________________________________________ Survey Agreement April 2011 7 B. Reuse of Documents: All documents, including but not limited to reports, drawings and specifications, prepared by the SURVEYOR pursuant to this Agreement, are related to the services described herein. They are not intended for reuse by the TOWN on any other project. The TOWN’s reuse of any document or drawing shall be at the TOWN’s own risk. SECTION XI– NOTICES Any notices, reports or other written communications from the SURVEYOR to the TOWN shall be considered delivered when posted by certified mail or delivered in person to the TOWN’s Representative. Any notices, reports or other communications from the TOWN to the SURVEYOR shall be considered delivered when posted by certified mail to the SURVEYOR at the last address left on file with the TOWN or delivered in person to said SURVEYOR or his authorized representative. Unless TOWN is subsequently notified otherwise, the SURVEYOR’s address shall be as shown in this Agreement. SECTION XII– TERMINATION Either party may terminate this Master Agreement upon seven (7) days written notice to the other party, except that in the event the SURVEYOR terminates this agreement, such termination shall not be effective, absent the TOWN’s consent, until the SURVEYOR’s completion or partial completion, to the TOWN’s satisfaction, of any Work Order in progress. SECTION XIII – AUDIT RIGHTS The TOWN reserves the right to audit the records of the SURVEYOR related to this Agreement at any time during the prosecution of the work included herein and for a period of three years after final payment is made. SECTION XIV – SUBLETTING The SURVEYOR shall not sublet, assign, or transfer any work under this Agreement without the written consent of the TOWN. When applicable and upon receipt of such consent in writing, the SURVEYOR shall cause the names of the Surveying and surveying firms responsible for the major portions of each separate specialty of the work to be inserted on the ____________________________________________________________________________________________ Survey Agreement April 2011 8 reports or other data, including a description of their respective contribution to the work product. SETION XV – WARRANTY The SURVEYOR warrants that he has not employed or retained any company or person other than a bona fide employee working solely for the SURVEYOR, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the SURVEYOR any fee, commission, percentage fee, gifts or any other considerations, contingent upon or resulting from the award or making of this Agreement. For the SURVEYOR’s breach of violation of this warranty, the TOWN shall have the right to terminate this Agreement without liability. SECTION XVI – DURATION OF AGREEMENT The Master Agreement shall remain in full force and effect for a period of three years after the date of, or until completion of all project phases of the then Work Orders in progress, or unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section XII. BY mutual agreement of both parties, this Agreement may be extended for a period of two additional years at the discretion of the TOWN Commission. SECTION XVII – INSURANCE A. WORK ORDERS LESS THAN $100,000. The SURVEYOR shall, at least ten (10) days prior to the commencement of any work covered by a specific, approved Work Order, provide to the TOWN a certificate of commercial general liability insurance with a reputable insurance company authorized to do business in the State of Florida, subject to approval by the TOWN, in an amount not less than $500,000 combined single limit for bodily injury and property damage, including coverage for premises/operations, products/completed operations, contractual liability, and independent contractors. The SURVEYOR shall, at least ten (10) days prior to the commencement of any work covered by a specific approved Work Order, provide to the TOWN a certificate of professional liability insurance with a reputable insurance company authorized to do business in the State of Florida, subject to approval by the TOWN, in an amount not less than $1,000,000. The SURVEYOR shall, at least ten (10) days prior to the commencement of any work covered by ____________________________________________________________________________________________ Survey Agreement April 2011 9 a specific approved Work Order, provide to the TOWN a certificate of business auto liability insurance with a reputable insurance company authorized to do business in the State of Florida, subject to approval by the TOWN, in an amount not less than $500,000 per occurrence combined single limit for bodily injury and property damage, including coverage for owned autos and other vehicles, hired autos and other vehicles, non-owned autos and other vehicles. The commercial general liability and auto liability insurance policies shall name the TOWN of GULF STREAM, a political subdivision of the State of Florida, as an additional insured. In addition, the SURVEYOR shall, at least ten (10) days prior to the commencement of any work covered by a specific approved Work Order, provide to the TOWN a certificate of worker’s compensation insurance, including employer’s liability, with a reputable insurance company authorized to do business in the State of Florida, subject to approval by the TOWN, with a limit of $100,000 per accident, $500,000 disease (policy limit), and $100,000 disease (each employee) in compliance with all state and federal laws. The SURVEYOR shall provide to the TOWN at least thirty (30) days written notice by registered mail, return receipt requested, to the TOWN’s Representative, prior to cancellation or modification of any required insurance. The SURVEYOR shall cause any subcontractor performing any work to provide to TOWN, certificates of insurance under the same conditions and with the same policy limits as required of the SURVEYOR. B. WORK ORDERS GREATER THAN $100,000. Work Orders greater than $100,000 shall not be entered into under this Agreement. SECTION XVIII – IMDEMNIFICATION The SURVEYOR shall indemnify and hold harmless the TOWN, and the TOWN’s officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the SURVEYOR and other persons employed or utilized by the SURVEYOR in the performance of this contract. SECTION XIX – SAFETY ____________________________________________________________________________________________ Survey Agreement April 2011 10 The SURVEYOR is solely responsible for any job site safety. However, in accordance with generally accepted practices, the SURVEYOR may report any observed job site safety violations to the TOWN and to the SURVEYOR’s Representative. SECTION XX – CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Palm Beach County, Florida, or in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. SECTION XXI – ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. SECTION XXII - SEVERABILITY In the event any provision, section or paragraph of this Agreement is determined by a court of competent jurisdiction to be void, illegal, or unenforceable, the remaining portions not found to be void, illegal, or unenforceable, shall remain in full force and effect. ____________________________________________________________________________________________ Survey Agreement April 2011 11 IN WITNESS WHEREOF the parties hereto have set their hand to and executed this Agreement this ______ day of ________________, 2011. CONTRACTOR: TOWN: Avirom & Associates, Inc. Town of Gulf Stream 50 SW 2nd Avenue 100 Sea Road Boca Raton, Florida 33432 Gulf Stream, Florida 33483 By:____________________________________ John C. Randolph, Esq., Attorney For Legal Form and Sufficiency BY: BY: William F. Koch , Jr., Mayor Town of Gulf Stream Title:_______________________________ (If not PRESIDENT, attach evidence of authority to sign.) ATTEST: ______________________________ Rita Taylor, Town Clerk Town of Gulf Stream WITNESS: (Town Seal) SURVEYOR FIRM CERTIFICATE I, _______________________________ of _______________________________ (corporation), hereby certify that ___________________________ is a ____________________ of the firm and, is authorized to perform professional services in the name, and on behalf of _________________________________. I further certify that the foregoing is consistent with the By-Laws of the said corporation, and has not been modified or rescinded. IN WITNESS WHEREOF, I have executed this certificate and have caused the corporate seal of ___________________________ to be hereunder affixed on this __________ day of ________________, 2011. (Seal) __________________________________ Clerk of the Corporation ____________________________________________________________________________________________ Survey Agreement April 2011 12 EXHIBIT A - SCHEDULE OF BILLING RATES Office Resources: Unit: Rate: (hour, mile, etc.) ($/Unit) Principal-in-Charge Per Hour Project Manager Per Hour Project Surveyor Per Hour QA/QC Specialist Per Hour Field Crew Coordinator Per Hour Data Processor Per Hour CAD Operator - Microstation/Other Per Hour CAD Operator - AutoCAD Per Hour Data Processor Per Hour GIS Analyst Per Hour Clerical Support Per Hour Field Resources: Unit: Rate: (hour, mile, etc.) ($/Unit) Party/Crew Chief Per Hour GPS Operator Per Hour Survey Technician Per Hour GPS/Laser Scanner Crewman Per Hour GPS Operator Per Hour Instrument Technician Per Hour Equipment Resources: Unit: Rate: (ea, hour, mile, etc.) ($/Unit) Total Station GPS Receiver Laser Scanner Data Collector Electronic Field Book Crew Truck Quad/Off Road John Boat Air Boat Prints (24 x 36) B&W PER SHEET CERTIFIED BY: __________________________ Print Name __________________________