2003-29
.
.
AGREEMENT FOR PROFESSIONAL SERVICES
. THIS AGREEMENT is entered into on the g day n~
CITY OF CLERMONT
,2003, by and between
, hereinafter called "CITY,"
and BOYLE ENGINEERING CORPORATION, a California corporation, hereinafter called "BOYLE," as follows:
CITY engages BOYLE to perform professional services for various projects as described by individual Task Order. Each
Task Order shall be attached as an Exhibit to this agreement, numbered sequentially, hereinafter called the "PROJECT,"
CITY and BOYLE, for mutual consideration, agree as follows:
1, Scope of Services. BOYLE and CITY desire to set forth the terms and conditions whereby BOYLE may from time to
time be engaged to provide services to CITY, the particulars of each engagement to be set forth in an individual Task
Order, Such Task Orders shall be considered Exhibits to this agreement.
2. Schedule, BOYLE shall perform its services in accordance with the schedule set forth in the Task Order. Time is of
the essence in this agreement. CITY agrees that BOYLE shall not be responsible for delays which are due to causes
beyond BOYLE'S reasonable control. In the case of any such delay, the time for completion of BOYLE'S services
hereunder shall be extended accordingly.
3. Compensation.
.
a, Fees. CITY agrees to pay BOYLE as compensation for its services in accordance with the fees and/or rates and
terms set forth in the Task Order, Fees and all other charges will be billed monthly as the work progresses, and
the net amount shall be due at the time of billing, Should CITY dispute in good faith any portion of an invoice,
CITY shall pay the undisputed portion as provided herein. Interest of 1.5% per month (but not exceeding the
maximum rate allowable by law) will be payable on any amounts wrongfully withheld or not paid within thirty
days of the billing date, payment thereafter to be applied first to accrued interest and then, to the principal unpaid
amount. Any attorneys' fees or other costs incurred in collecting any delinquent amount shall be paid by CITY.
b. Project Delav. In the event that BOYLE'S services hereunder are delayed for a period in excess of six months due
to causes beyond BOYLE'S reasonable control, BOYLE'S compensation shall be subject to renegotiation.
c. Retention. If any portion of BOYLE'S fee is held in retention, such amount shall be released within thirty days
after completion ofthe corresponding services. Interest shall be paid at the rate of 1.5% per month on any
retention amounts not paid within this thirty-day period.
d. Partial Services, In the event any portion of the work prepared or partially prepared by BOYLE is suspended,
abandoned, or terminated, CITY shall pay BOYLE for the work performed on such portion on an hourly basis, not
to exceed any maximum contract amount specified herein,
4. Standard of Care. In the performance of its professional services, BOYLE will use that degree of care and skill
ordinarily exercised under similar conditions in similar localities and no other warranties, express or implied, are
made or intended in any of BOYLE'S proposals, contracts or reports. BOYLE shall be entitled to rely upon the
accuracy of data and information provided by CITY or others without independent review or evaluation unless
provided otherwise in Task Order. BOYLE shall perform its services in connection with applicable laws, rules,
. regulations and standards that are in effect as of the date of this agreement. If any changes occur in such laws, rules,
StdAgree. Rev. 4/2001
ôD6S -;>:.9
.
.
regulations or standards that materially affect the scope of work or schedule of this agreement, BOYLE'S
compensation shall be renegotiated accordingly.
5.
.
Construction Safety and Methods. CITY agrees that in accordance with generally accepted construction practices,
the construction contractor will be required to assume sole and complete responsibility for job site conditions during
the course of construction of the PROJECT, including safety of all persons and property, and that this requirement
shall be made to apply continuously and not be limited to normal working hours, BOYLE shall not have control over
or charge of, and shall not be responsible for, construction means, methods, techniques, sequences or procedures, as
these are solely the responsibility of the construction contractor. BOYLE shall not have the authority to stop or reject
the work of the construction contractor.
6. Opinion of Construction Cost. Any Opinion of the Construction Cost prepared by BOYLE represents its judgment
as a design professional and is supplied for the general guidance of CITY. Since BOYLE has no control over the cost
of labor and material, or over competitive bidding or market conditions, BOYLE does not guarantee the accuracy of
such opinions as compared to contractor bids or actual cost to CITY.
7, Insurance Requirements. Each party shall maintain the following minimum limits and conditions of insurance for
the duration of the PROJECT:
a. Professional Liabilitv. Professional Liability insurance in a combined single limit not less than $1,000,000 per
claim and aggregate including contractual liability coverage and prior acts coverage coincident with or preceding
the start date of the PROJECT.
b. Workers' Compensation. Workers' Compensation in the statutory limits required by law, and Employer's
Liability in a limit not less than $1,000,000 for each accident, $1,000,000 by disease (policy limit), and
$1,000,000 by disease (each employee).
.
c. General Liabilitv. General Liability insurance as follows:
Bodily Injury, Personal Injury and Property Damage in a combined single limit of not less than $1,000,000 each
occurrence and $2,000,000 aggregate.
The General Liability policy shall include the commercial form, contractual liability and independent
contractor's coverage,
d. Automobile Liabilitv. Automobile Liability insurance as follows:
Bodily Injury and Property Damage coverage in a combined single limit of not less than $1,000,000 for each
accident.
The Automobile Liability policy shall include the business form, owned, hired and non-owned coverages,
e. Prooertv Coveraee. Property coverage in limits sufficient to remedy the loss, and/or loss of use of, valuable
papers and records, and any other property of the party utilized in connection with the PROJECT,
The liability coverages, (c) and (d) above, shall each contain an endorsement naming the CITY as an additional
insured as to any liability arising out of insured party's performance pursuant to this agreement. The Workers'
Compensation and Employer's Liability coverage, (b) above, shall contain an endorsement waiving subrogation as
against the CITY,
8. Instruments of Service. All tracings, survey notes, machine-readable information and data ("CADD data") and
other original documents are instruments of service and shall remain the property of BOYLE, except where by law or
. precedent these documents become public property,
StdAgree. Rev. 4/2001
.
.
9, Reuse of Documents. Documents, including drawings and specifications, prepared by BOYLE pursuant to this
agreement are not intended or represented to be suitable for reuse by CITY or others on extensions of the PROJECT or
on any other project. Any use of completed documents for other projects and any use of incomplete documents
without specific written authorization from BOYLE will be at CITY's sole risk and without liability to BOYLE.
. Further, any and all liability arising out of changes made to BOYLE'S deliverables under this agreement by CITY or
persons other than BOYLE is waived as against BOYLE and the CITY assumes full responsibility for such changes
unless CITY has given BOYLE prior notice and has received from BOYLE written consent for such changes.
10. CADD Data. CADD data delivered to CITY shall not include the professional stamp or signature of an engineer or
architect. CITY agrees that BOYLE shall not be liable for claims, liabilities or losses arising out of, or connected with
(a) the modification or misuse by CITY, or anyone authorized by CITY, of CADD data; (b) the decline of accuracy or
readability ofCADD data due to inappropriate storage conditions or duration; or (c) any use by CITY, or anyone
authorized by CITY, of CADD data for additions to this PROJECT, for the completion of this PROJECT by others, or
for any other project, excepting only such use as is authorized, in writing, by BOYLE, By acceptance of CADD data,
CITY agrees to indemnify BOYLE for damages and liability resulting from the modification, use or misuse of such
CADD data.
11. Construction Contractor.
a. Construction Contractor Indemnification. CITY will require that any construction contractor performing work
in connection with the PROJECT hold harmless, indemnify and defend CITY, BOYLE, their consultants, and each
of their directors, officers, agents and employees from any and all liabilities, claims, losses, damages and costs,
including attorneys' fees, arising out of or alleged to arise from the construction contractor's performance of the
work described in the construction contract documents, but not including liability that may be due to the sole
negligence of CITY, BOYLE, their consultants, or their directors, officers, agents and employees,
.
b. Construction Contractor Insurance. CITY also will require that the construction contractor provide workers'
compensation and commercial general liability insurance, including completed operations and contractual
liability, with the latter coverage sufficient to insure the construction contractor's indemnity, as above required;
and such insurance shall include CITY, BOYLE, their consultants, and each of their directors, officers, agents and
employees as additional insureds, The insurance afforded to these additional insureds shall be primary insurance.
If the additional insureds have other insurance which might be applicable to any loss, the amount of the insurance
provided under this paragraph shall not be reduced or prorated by the existence of such other insurance.
c. Construction Contract Documents. CITY will provide a copy of the construction contract documents before
they are executed in order that BOYLE may confirm that the above requirements have been met. CITY agrees to
forward to BOYLE a complete copy of the fully executed construction contract documents. The documents
copied to BOYLE will include, but not be limited to, the executed agreement, bonds, insurance certificates and
endorsements.
12. Fees and Permits. CITY shall pay the cost of all fees, permits, bond premiums, title company charges, blueprints
and reproductions in connection with the PROJECT and BOYLE'S services hereunder unless otherwise specified in the
Task Order.
13. Asbestos/Hazardous Materials. BOYLE is not licensed to provide services involving the identification or handling
of asbestos or hazardous materials. Therefore, in providing its services hereunder, BOYLE shall not be responsible for
the identification, handling, containment or abatement of any asbestos or other hazardous material present in
connection with the PROJECT, In the event that CITY becomes aware of the presence of asbestos or any other
hazardous material at the jobsite, CITY immediately shall notify BOYLE, BOYLE shall be entitled to cease any of its
services that may be affected by the asbestos or other hazardous material and shall not be liable for damages in
connection with such termination of services, CITY shall be responsible for complying with all applicable federal
. and state rules and regulations in connection with the asbestos or other hazardous material. Further, CITY shall
StdAgree. Rev. 4/2001
.
.
indemnify and defend BOYLE, its consultants, agents, directors, officers and employees from all claims, damages,
losses and expenses, including but not limited to attorneys' fees and court and arbitration costs (collectively "the
Liabilities"), which Liabilities are related to asbestos or other hazardous materials and arise out of work performed
on the PROJECT by others.
.14. Termination of Al!reement. In the event CITY fails to pay BOYLE within thirty days after an invoice is rendered,
then CITY agrees that BOYLE shall have the right to consider said default a total breach of this agreement and the
duties of BOYLE under this agreement terminated upon five days' written notice. This agreement may be terminated
by either CITY or BOYLE upon thirty days' written notice in the event of substantial failure of the other party to
perform in accordance with the terms of this agreement. CITY expressly agrees to hold BOYLE harmless from any
liability arising out of BOYLE'S termination of its services hereunder due to CITY's failure to perform and/or pay in
accordance with the provisions of this agreement. In the event of termination of this agreement, CITY shall promptly
pay BOYLE for all of the fees, charges and services performed by BOYLE in accordance with the compensation
arrangements under this agreement or on an agreed hourly basis,
15. Dispute Resolution, The parties agree in good faith to attempt to resolve amicably, without litigation, any dispute
arising out of or relating to this agreement. In the event that any dispute cannot be resolved through direct
discussions, the parties agree to endeavor to settle the dispute by mediation. Either party may make a written demand
for mediation, which demand shall specify the facts of the dispute. The matter shall be submitted to a mediator who
shall hear the matter and provide an informal nonbinding opinion and advice in order to help resolve the dispute. The
mediator's fee shall be shared equally by the parties. If the dispute is not resolved through mediation, the matter may
be submitted to the judicial system, in which event all litigation and collection expenses, witness fees, court costs and
attorneys' fees shall be paid to the prevailing party.
16. Assil!nment. Services provided under this agreement are for the exclusive use of CITY. Neither CITY nor BOYLE
shall assign its interest in this agreement without the written consent of the other.
17. Severability. Should any provision herein be found or deemed to be invalid, this agreement shall be construed as not
. containing such provision, and all other provisions which are otherwise lawful shall remain in full force and effect,
and to this end the provisions of this agreement are declared to be severable.
18. Other Al!reements. There are no understandings or agreements except as herein expressly stated. Any purchase
order issued by CITY for the services to be provided hereunder shall be deemed to have been issued for its own
purchasing, accounting and other record-keeping purposes only and shall not be deemed to be a part of this agreement
or to modify or amend this agreement in any way. This agreement may only be modified by a writing signed by both
parties.
19. Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
20, Governinl! Law. This agreement shall be governed by and construed in accordance with the laws ofthe state of
Florida.
21. Retrofit Services. CITY acknowledges that BOYLE'S services will be performed based upon information provided
by others and visual inspection of the structure(s) only. CITY shall indemnify BOYLE for all claims, demands or
costs of, or liability to third parties for, property damage, physical injury or death arising from or connected with (a)
the initial construction of the structure(s) and any modification to the structure(s) prior to the date of this agreement;
and (b) any conditions that are not reasonably detected by visual inspection or review of information provided by
others.
22. Prohibition Al!ainst Continl!ent Fees. BOYLE warrants that it has not employed or retained any company or person,
. other than a bona fide employee working for BOYLE to solicit or secure this agreement and that it has not paid or
StdAgree. Rev. 4/2001
.
.
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working for
BOYLE any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or
making of this agreement.
. ~OF' BOY~~:: CITY have executed this agreement this
"BOYLE" "C~~
::YLE ~~N By: j/;:¡n /ð/ -;;;; V f / / IE
Title: (Y] ~ /) ~.."
/c2~
day of
Title: Vice President
License No.:
S 10414
LIST OF EXHffiITS:
.
.
StdAgree, Rev. 4/2001