Continuing_Contract_for_Professional_Environmental_Risk_Engineering_Services_template_2026_Example.docx

CONTINUING CONTRACT FOR

PROFESSIONAL ENVIRONMENTAL RISK ENGINEERING SERVICES

THIS AGREEMENT is made and entered into ________, 2026, by and between the CITY OF LAKELAND, FLORIDA, a Florida municipal corporation, hereinafter referred to as the “City,” located at 228 S. Massachusetts Avenue, Lakeland, Florida 33801, and __________________________, hereinafter referred to as “Engineer”, with offices located at ______________________________________, collectively referred to as “Parties”.

W I T N E S S E T H:

WHEREAS, the City wishes to obtain Professional Environmental Risk Engineering Services on a continuing basis; and

WHEREAS, the City solicited requests for information and qualifications pursuant to Request For Qualifications (RFQ) No. _______ from qualified firms in accordance with the Consultants Competitive Negotiations Act (CCNA) to assist the City with Environmental Risk Engineering Services; and

WHEREAS, the Engineer set forth a proposal and is qualified and willing to provide such services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:

1.0 TERM

1.1 This Agreement is to become effective on October 1, 2026 (“Effective Date”) and shall remain in effect until September 30, 2029, unless sooner terminated as provided herein. Additionally, the parties agree that the term may be extended upon mutual written agreement for periods of one (1) year, but such option to extend may only be utilized two (2) times. In no event shall this Agreement extend beyond September 30, 2031.

1.2 The term of any Task Authorization, as described in Section 3.0 hereof, shall be as set forth in such Task Authorization. Any Task Authorization in effect at the termination of this Agreement shall remain in effect until completion of said Task Authorization, and all of the terms and conditions of this Agreement shall survive until completion of all Task Authorizations.

2.0 DEFINITIONS

Wherever used in this Agreement or in the other corresponding Contract Documents, the following terms shall have the meanings indicated which shall be applicable of both the singular and plural thereof:

a. Addendum – Changes to the original Agreement.

b. Approved – Approved, acceptable, considered necessary, satisfactory, or words of similar meaning shall mean approved, acceptable, considered necessary or satisfactory to or by the City.

c. Change Order – A written order to Engineer signed by the City authorizing an addition, deletion, or revision in the Work, or an adjustment in the Task Authorization Price or Schedule issued after execution of the Task Authorization.

d. Contract or Agreement – Contract or Agreement shall mean the definitive final written agreement between City and Engineer.

e. Contract Documents – The Contract Documents shall mean, collectively, and in hierarchical order, the Contract including all attachments thereto, City approved addendum or change order, the Task Authorization(s), the Public Construction Bond as required, the City’s Purchase Order and Engineer’s Task Proposal which are intended to be complementary, and what is required by any one of them shall be as binding as if required by all.

f. Contract Time – The total number of calendar days and any completion dates for phases or segments of the Work shown on a Task Authorization Final Schedule to be completed by the parties.

g. Contract Price – The total monies, payable to Engineer under terms of the Task Authorization.

h. Engineer – The person, persons, partnership, company, or corporation undertaking the performance of the Work required by the Contract.

i. Day – A calendar day or any fraction thereof.

j. Equal – The words "or equal" used in connection with materials, products, or equipment designated by manufacturer's names, trade names or catalog numbers are intended to establish a standard. Other materials, products, or equipment meeting or exceeding the established standard may be used provided that their equivalency has been demonstrated to the satisfaction of the City and that written approval of their use has been obtained.

k. Field Order – A written order signed by the City and Engineer as an agreement of clarification of the Contract and not any adjustment in the Contract Price or Time.

l. "Hazardous Materials" shall mean those materials included within the definitions of “hazardous substances”, “hazardous materials”, toxic substances”, “contaminants” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 USC Sections 9601, et seq.); the Hazardous Materials Transportation Act, as amended (49 USC Sections 1801, et seq.); the Resource Conservation and Recovery Act, as amended (42 USC Sections 9601, et seq.); the Toxic Substance Control Act as amended (15 USC Section 2601 et seq.); the Environmental Protection Act, R.S.O. 1990, C.E. 19; the Environmental Protection Act, S.C. 1991 c. 15.3, as amended; and in any of the regulations adopted, published, and promulgated pursuant to said laws, or in any other Laws and Regulations.

m. Installation – Installation includes in addition to actual installation, all unloading, warehouse handling, rigging and hoisting, and furnishing of all tools, equipment and materials required to handle and install the Work, except as otherwise specified in the Task Authorization.

n. Jobsite – The site upon which the Work is to be performed. The terms “Jobsite” and “Worksite” may be used interchangeably.

o. Manufacturer – An individual, firm or corporation who is furnishing material or equipment to either the City or Engineer or both.

p. By Others – Refers to labor or materials to be furnished by the City, by a contractor or subcontractor other than Engineer.

q. City – The City of Lakeland or its authorized representatives, successors or assigns.

r. Project – The entire construction and Work to be performed as provided in the Task Authorization.

s. Provisional Acceptance – Provisional Acceptance shall occur upon successful completion of all of the Work except for; (i) final completion of the punch list, (ii) delivery of as-builts and, (iii) completion of the applicable Performance Test(s).

t. Purchase Order (PO) – A Work authorization document issued by the City’s Purchasing Department with the words “Purchase Order” clearly marked on the top right corner, a PO number used for reference shown on the front, a Task Authorization number reference, a description of the Work or a listing of the applicable Contract Documents, an authorized City signature and stating the amount of lawfully authorized funds.

u. Schedule – The agreed upon sequence of activities with start and finish dates of a Task Authorization including logical relationships of activities, deliverables, and milestones agreed to at issuance of Purchase Order or as modified thereafter as provided in the Contract.

v. Shop Drawings – All Manufacturer's and Engineer’s drawings, diagrams, illustrations, brochures, schedules, and other data which illustrate the details of the equipment, material and Work to be furnished for the Project.

w. Work or Services – Work or Services shall mean all of the activities as generally described in the scope sections of each Task Authorization.

3.0 TASK AUTHORIZATION FORM AND APPROVAL

3.1 The City shall make request of the Engineer to perform Professional Environmental Risk Engineering Services, as defined in Section 4.0, on a ‘Task’ basis. The City will communicate with the Engineer, in writing, a general description of the task to be performed. At the City’s request, the Engineer will generate a detailed ‘Scope of Work’ document; prepare a schedule; add a not-to-exceed-price, firm lump sum, or estimated price, as deemed appropriate by the City to accomplish the task; and send the thus developed ‘task proposal’ to the City in an electronic format acceptable by the City. If a site visit by the Engineer is needed to generate the scope document, the Engineer shall request written approval from the property owner(s) and the City prior to visiting the site. The City will review the proposal, and if the description is mutually acceptable, the parties will enter into a written “Task Authorization” with the agreed/negotiated ‘task proposal’ incorporated with the City’s designated “Task Authorization” form. The final fully executed “Task Authorization” shall supersede any previous ‘task proposal.’ Upon receipt of the fully executed Task Authorization and a Notice to Proceed from the City, the Engineer shall perform the services set forth.

3. The City’s internal approval policy and procedures for “Task Authorization” limits and approvals are as follows: amounts greater than $50,000 require approval of the City Manager; amounts greater than $100,000 require approval of the City Commission. Coordination of “Task Authorization” approvals shall be handled solely by the City. Notwithstanding the above-specified approval limits, for any proposed task that does not exceed $5,000, the City shall provide the Consultant with a “Letter of Confirmation” which shall serve as authorization to proceed with the work.

3.3 Unless authorized in writing by the City, the Engineer shall not include with the ‘task proposal’ any conflicting terms and conditions to this Agreement, rate schedules, signature requirements, or acceptance forms for City approval to proceed.

3.4 The Engineer shall provide the City with monthly time sheets or labor-cost statements for services rendered during the preceding month, if applicable. Each time sheet shall state the names and classifications of all personnel who performed services during said month under the “Task Authorization,” and the number of hours worked by each.

4.0 DESCRIPTION OF SERVICES

4.1 The Scope of Services provided by the Project Manager shall include all phases of engineering as specifically defined in attached Exhibit “A”.

5.0 CHANGES IN THE SCOPE OF WORK

5.1 The City may make changes in the services to be provided hereunder at any time by giving written notice to the Engineer. If such changes increase (additional services) or decrease or eliminate any amount of work, the City and the Engineer will negotiate any change in total cost or schedule modifications. If the City approves any change, the Task Authorization will be modified to reflect the changes. The Engineer shall be compensated for said services in accordance with the terms of Section 7.0 herein. All change orders shall be authorized in writing by the City’s designated representative.

5.2 All of the City’s Task Authorizations and amendments thereto shall be performed in strict accordance with the terms of this Agreement insofar as they are applicable.

5.3 Any plan of action, method of work, or construction procedure suggested orally or in writing to the Engineer by any City employee or agent which is not set out in Change Orders or other written directives issued in accordance with the Contract Documents, if adopted or followed by the Engineer in whole or in part, shall be performed at the sole risk and responsibility of the Engineer.

6.0 SCHEDULE

6.1 Time is of the essence with regard to this Agreement and any Task Authorization hereunder. The Engineer shall perform its services in conformance with the mutually agreed upon schedule set forth in the negotiated Task Authorization. The Engineer shall complete all of said services in a timely manner and will keep the City apprised of the status of work on at least a monthly basis. Should the Engineer fall behind the agreed-upon schedule, it shall employ such resources so as to comply with the agreed upon schedule.

6.2 No extension for completion of services shall be granted to the Engineer without the City’s prior written consent or as specifically set forth in this Agreement.

6.3 In the event of a delay attributed to the acts or inactions of the Engineer, Engineer shall reimburse City for its direct cost as caused by the Engineer’s delay.

7.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF ENGINEER:

7.1 The “Engineer’s Professional Engineering Services Fee Schedule” (the ‘Fee Schedule’)” as set forth in the Appendix “A” shall be used as a basis for payment for services under this Agreement. The hourly billing rates and unit prices for materials, testing, etc., set forth in the Fee Schedule shall include wages, salaries, taxes, insurance, overhead and profit and shall be firm through the initial term of the Agreement ending September 30, 2029. Thereafter, hourly billing rates and unit prices are subject to an equitable annual adjustment that is to be negotiated between the parties and in place prior to the beginning of any renewal term. Any adjustments to the Fee Schedule must be mutually agreed to, in writing, by the City and the Engineer. Failure to reach an agreement on fees and costs shall result in termination of this Agreement.

7.1.1 The “City of Lakeland Consultant Expense Reimbursement Policy”, as may from time to time be amended, set forth in Appendix “B”, shall be used as the basis for payment for actual costs of all Reimbursable Expenses incurred in connection with the services rendered by the Engineer or Engineer’s independent professional associates or Engineers, directly or indirectly in connection with such services. Reimbursable Expenses shall include, without limitation: telephone, printing, subsistence, automobile expenses, obtaining bids or proposals from Contractor(s), providing and maintaining field office facilities, including furnishings and utilities, relocation costs and/or subsistence and transportation of resident project representative and their assistants, which are incurred in connection with the services rendered by the Engineer. All Reimbursable Expenses shall be passed through at a cost factor of 1.0.

7.1.2 Payment for Tests. The Engineer shall furnish the City with its bid prices for performing specific tests as called out for in the Scope of Work which may be required. Payment will be made based on the actual number of tests performed using the unit prices listed in the Fee Schedule. The unit prices shall include everything the Engineer may use, require, or do for the satisfactory performance of the work.

7.1.3 Taxes. For any present or future sales, use, excise, or other similar tax applicable to the furnishing of any service hereunder levied by State and Federal government, the Engineer shall pass through at a cost factor of 1.0.

7.2 The City agrees to compensate the Engineer for the Professional Services properly performed on each Task Authorization in accordance with one of the following methods, unless otherwise provided herein or in the specified Task Authorization:

7.2.1 A not to exceed cost based upon the hourly rates and costs set forth in the Fee Schedule. Unless specified otherwise in the Task Authorization, not to exceed prices shall include, but may not be limited to, reimbursable expenses. At monthly intervals, unless specified otherwise in the Task Authorization, the Engineer shall submit invoices for services, additional services rendered and for reimbursable expenses incurred. The invoices will be based upon the Engineer’s actual expenses incurred and actual work performed per individual and evidenced by certified payroll within the billing period.; or

7.2.2 Lump sum cost shall be based upon the Fee Schedule and may be further defined in the specified Task Authorization. If a lump sum cost method is used, Engineer’s invoice will be based on the percentage of work completed in the previous month. Billing invoices for partial payments shall include a progress statement and a revised schedule.

7.3 The City shall pay the Engineer for additional services as follows:

7.3.1 Professional Associates, Engineers and/or Subcontractors: For services and expenses of independent professional associates, consultants and/or subcontractors employed by the Engineer, the amount invoiced to the Engineer times a factor of 1.0 for invoices to the City.

7.3.2 Expert Witness: On an hourly basis for any litigation, arbitration or other legal or administrative proceeding and for time spent in preparation for such litigation as set forth in Section 7.1.

7.4 At monthly intervals, unless specified otherwise in the Task Authorization, the Engineer shall submit invoices for services, additional services rendered and for reimbursable expenses incurred. The invoices will be based upon the Engineer’s actual manpower expended and actual expenses incurred within the billing period.

7.4.1 Original invoices shall be sent to City of Lakeland finance at:

City Hall Finance Accounts Payable, Mail Code: CH-AP 228 S. Massachusetts Avenue Lakeland, FL 33801 or e-mail: cityhallap@lakelandgov.net

With a copy of the invoice sent to the City’s Project Manager

Payments due Engineer under this Agreement shall be made by check and mailed to the address or Post Office Box identified in the remittance instructions on the Engineer’s most recent invoice within forty-five (45) days upon City’s receipt of invoice. If payment is not received within that period, a penalty for late payment of one percent (1%) in accordance with Florida Statute §218.74 et. seq., the Local Government Prompt Payment Act.

7.5 At the end of each billing period, the Engineer shall provide the City with a report showing the actual progress of the consulting work completed compared to the Project schedule for completion of the work to the end of such period.

7.6 A separate invoice must be submitted for each individual Task Authorization. Invoices must show a breakdown of the number of hours worked by each person charging time to the Task Authorization, hourly salary cost and any reimbursable expenses.

7.7 Engineer shall provide City’s designated Project Manager with monthly time sheets or labor-cost statements for services rendered during the preceding month, if applicable. Each time sheet shall state the name and classification of all personnel who performed services during said month under the “Task Authorization” and the number of hours worked by each.

7.8 Records of the Engineer’s salary costs and Reimbursable Expenses pertinent to Engineer’s compensation under this Agreement will be kept in accordance with generally accepted accounting principles. These records will be made available to the City for audit upon request by the City. Copies will be made available to the City on request prior to final payment for the Engineer’s services.

8.0 DELIVERABLES

8.1 The “Deliverables” are defined as reports, findings, specifications or anything else that is the end product of work performed by the Engineer for the City. The Engineer shall, within such time constraints as may be set forth in the Scope of Work/Task Authorization, submit to the City the deliverables identified in the Scope of Work/Task Authorization. The Engineer shall upon completion of all work, submit to the City all information developed in the course of the consulting services. The Engineer shall, upon request by the City and upon completion or termination of this Agreement, deliver to the City all material furnished to the Engineer, provided the City identifies those materials in writing.

9.0 RIGHT TO INSPECTION

9.1 City or its affiliates shall at all times have the right to review or observe the services performed by Engineer.

9.2 City, or its designated representative, shall have the right to review and inspect all of the accounting records, for salaries and expenses, kept by the Engineer for the work performed for the City. Such inspection shall be at the City’s expense, and shall occur during normal business hours;

9.3 No inspection, review, or observation shall relieve Engineer of its responsibility under this Agreement.

10.0 PROGRESS MEETING

10.1 City’s designated Project Manager may hold periodic progress meetings on a monthly basis, or more frequently if required, during the term of any Task Authorization entered into under this Agreement. Engineer’s Project Manager and all other appropriate personnel shall attend such meetings as designated by City’s Project Manager, and Engineer shall be compensated at the billing rates set forth in Section 7.0.

11.0 REASONABLE ACCESS

11.1 During the term of this Agreement, City shall grant Engineer reasonable access to the City’s premises for purposes of fulfilling its obligations under this Agreement.

12.0 INSURANCE

12.1 Consultant shall maintain in force during the term of this Agreement, at its own expense, insurance as set forth in the RFQ, which is hereby made a part of this Agreement.

12.2 The insurance requirements set forth in the RFQ are solely for the purpose of services performed pursuant to this Agreement. In the event there is a change in scope of work, the City reserves the right to amend the insurance requirements accordingly. If applicable, amendments to insurance requirements will be reflected in an individual Task Authorization.

13.0 INDEMNIFICATION

13.1 Consultant shall indemnify and hold harmless the City, its agents, and employees in accordance the terms and conditions set forth in the RFQ, attached hereto and incorporated herein by reference.

13.2 Notwithstanding any other provision of this Agreement, the provision of this Section shall survive the termination or expiration of this Agreement.

13.3 PURSUANT TO FLORIDA STATUTE §558.0035, AS MAY BE AMENDED, AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDIALLY LIABLE FOR NEGLIGENCE PROVIDED THAT THE PROVISIONS OF §558.0035 ARE SATISFIED.

14.0 SAFETY

14.1 Engineer shall comply with City’s safety standards while on the property of the City, The terms and conditions set forth in the RFQ, attached hereto and incorporated herein by reference.

14.2 Engineer shall be responsible and assume all liability for the safety and supervision of its employees while performing services hereunder.

15.0 COMPLIANCE WITH LAWS AND REGULATIONS

15.1 Engineer shall comply with all requirements of federal, state, and local laws, rules, regulations, standards, and/or ordinances applicable to the performance of this Agreement.

15.2 Scrutinized Companies or Other Entities. Pursuant to Florida Statute §287.135(3)(b)2., City may terminate this Agreement with Engineer if Engineer is found to have been placed on the Scrutinized Companies or other Entities that Boycott Israel or is engaged in a boycott of Israel.

15.3 Affidavit Regarding the Use of Coercion for Labor and Services.

Florida Statute §787.06(14), requires all nongovernmental entities executing, renewing, or extending a contract with a governmental entity to provide an Affidavit, attached hereto as Appendix “C”, signed by an officer or representative of the nongovernmental entity under penalty of perjury that the nongovernmental entity does not use coercion for labor or services as defined in that statute.

15.4 Engineer shall comply with all applicable required Federal Procurement Supplemental Terms and Conditions, attached hereto as Appendix “D”, for those services and/or goods that are funded, in whole or part, by Federal assistance in the form of a grant, subgrant, loan or reimbursement, either directly to the City as a recipient or as a subrecipient of funding from the Federal government to any agency of the State of Florida or another pass-through agency.

16.0 WARRANTIES

16.1 Engineer warrants that the services provided hereunder shall conform to all requirements of this Agreement; shall be consistent with recognized and sound engineering practices and procedures; and shall conform to the customary standards of care, skill, and diligence appropriate to the nature of the services rendered.

16.2 Should any Work done during the warranty period require correction because of faulty workmanship or materials; or should the materials as supplied or as installed by Engineer require corrective work the City shall notify the Engineer and proceed as follows:

16.2.1 If the City's time schedule permits, the Engineer will be allowed to perform the corrective work and shall be responsible for all such costs;

16.2.2 If the City's time schedule does not permit or if the Engineer refuses or neglects to take immediate action, the City shall have the right to perform the corrective work, exercising due care to ensure the lowest possible expense, and the Engineer shall reimburse the City for the cost of the corrective work.

16.3 Engineer warrants that the personnel furnishing such services shall be fully qualified and competent to perform the services assigned to them and that such guidance given by and the recommendations and performance of such personnel shall reflect their best personal knowledge and judgment.

16.4 Subject to the provisions of this Section, should Engineer breach the warranties set forth herein, City shall have such remedies as may be provided at law or equity. Without limiting the generality of the foregoing, if prior to the expiration of one (1) year from the date Engineer completes its services under any Task Authorization entered into hereunder, Engineer’s services are noncomplying, defective, or otherwise improperly performed and City notifies Engineer in writing that a defect, error, omission or noncompliance has been discovered in Engineer’s services, Engineer shall, at the option of City: (a) correctly re-perform such noncomplying, defective, or otherwise improperly performed services at no additional cost to City; (b) refund the amount paid by City attributable to such noncomplying, defective, or otherwise improperly performed services.

17.0 GUARANTEE AGAINST INFRINGEMENT

17.1 Engineer guarantees that all services provided under this Agreement shall be free from claims of patent, copyright, and trademark infringement. Notwithstanding any other provision of this Agreement, Engineer shall indemnify, hold harmless, and defend City, its officers, directors, employees, agents, assigns, and servants from and against any and all liability, including expenses, legal or otherwise, for actual or alleged infringement of any patent, copyright, or trademark resulting from the use of any goods, services, or other item delivered under this Agreement.

18.0 DOCUMENTS

18.1 Upon City’s or its designated Project Leader’s request, at any time during the term of this Agreement or upon completion or termination of this Agreement, Engineer shall provide City or its designated Project Leader with a copy of all documents prepared by Engineer under this Agreement or any Task Authorization hereunder.

18.2 The parties acknowledge that the City is a Florida municipal corporation and subject to the Florida Public Records Act pursuant to Florida Statute Chapter 119.

19.0 ASSIGNMENT

19.1 Engineer shall not assign or subcontract this Agreement or any rights or any monies due or to become due hereunder without the prior, written consent of City.

19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by Engineer, Engineer shall be fully responsible to City for all acts and/or omissions performed by the subcontractor as if no subcontract had been made.

19.3 If City determines that any subcontractor is not performing in accordance with this Agreement, City shall so notify Engineer who shall take immediate steps to remedy the situation.

19.4 If any part of this Agreement is subcontracted by Engineer, prior to commencement of any work by the subcontractor, Engineer shall require the subcontractor to provide City and its affiliates with insurance coverage as set forth by the City’s Risk Manager.

20.0 INDEPENDENT CONTRACTOR

20.1 At all times during the term of this Agreement, Engineer shall be considered an independent contractor. As such, Engineer is responsible for reporting any taxable income they receive from the City, as required by the IRS.

21.0 DEFAULT

21.1 Each of the following shall constitute a default under this Agreement: (a) Engineer is adjudged to be bankrupt; (b) Engineer makes a general assignment for the benefit of its creditors; (c) Engineer fails to comply with any of the material terms, conditions or provisions of this Agreement; or (d) Engineer’s experiencing a labor dispute which threatens to have a substantial, adverse impact upon performance of this Agreement.

21.2 If, during the term of this Agreement, Engineer is in default of any of the material provisions of this Agreement, City may suspend its performance hereunder until such delinquency or default has been corrected; provided, however, that no suspension shall be effective unless and until City gives written notice of the default to Engineer with at least ten (10) days to cure such default. If Engineer fails to correct such delinquency or default within thirty (30) days of suspension by City, City may terminate this Agreement and pursue such remedies that may be available to the City at law or in equity.

21.3 Engineer shall be paid compensation for Services satisfactorily performed and completed as of the date of termination. City shall not be liable for partially completed Work. In addition to the remedies available hereunder, the City shall have the right of offset from sums or payments otherwise due the Engineer, any sums or amounts which the Engineer may owe to the City pursuant to the provisions of this Agreement and seek such remedy as may be available, including, but not limited to satisfaction of the performance bond. It is not the intention of this paragraph to limit or prevent delay damages or other damages that may occur.

22.0 PROFESSIONAL QUALIFICATION

22.1 The Engineer shall submit the name or names of the individuals who will be responsible for supplying the required design parameters. Background data shall be furnished for these individuals indicating their training and experience.

23.0 TERMINATION FOR CONVENIENCE

23.1 City may, by giving thirty (30) days prior written notice to the other, terminate this Agreement in whole or in part, at any time, with or without cause. Upon receipt of such notice, the Engineer shall immediately discontinue all services affected (unless the notice directs otherwise).

23.2 Upon termination of this Agreement for convenience, the Engineer shall be paid its compensation for services satisfactorily performed as the date of termination based on the percentage of work satisfactorily completed plus reasonable termination expenses. The City shall not be obligated to pay for any services performed by the Engineer after notice of termination has been given. In addition to other remedies available under this Agreement, the City shall have the right to deduct, offset against, or withhold from sums or payments otherwise due the Engineer any sums or amounts which the Engineer may owe to the City pursuant to provisions of this Agreement, or otherwise.

24.0 FORCE MAJEURE

24.1 Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by: acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strikes; pandemics; extraordinary breakdown of or damage to City’s affiliates’ generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty (60) days, either party may terminate this Agreement.

25.0 NOTICE

25.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid, to:

For Engineer:

For City:

City of Lakeland

26.0 DISPUTE RESOLUTION

26.1 In the event of any dispute or claim arising from or relating to this Agreement or breach thereof, the parties hereto shall use their best effort and negotiate in good faith to settle such dispute or claim by referring the matter to the appropriate designated City personnel and Engineer as described below:

26.1.1 Either Party may give the other Party written notice of any dispute not resolved in the normal course of business. Both Parties who have not previously been involved in the dispute shall meet at a mutually acceptable time and place within ten (10) days after delivery of such notice and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute or claim. If the matter has not been resolved by these persons within thirty (30) days of the disputing Party’s notice or if the Parties fail to meet within ten (10) days unless the aforementioned time periods are otherwise extended as mutually agreed to in writing, the Parties agree to initiate mediation as provided herein.

26.2 If the dispute has not been resolved by negotiation as provided herein, the Parties shall endeavor to settle the dispute by mediation as a condition precedent to pursuing any other available legal or equitable remedy. Either Party may initiate mediation proceedings by a request in writing to the other Party. Thereupon, both Parties will be obligated to engage in mediation. The proceeding will be conducted by a certified Mediator mutually agreeable to both Parties in Polk County, Florida in accordance with the then current Center for Public Resources (“CPR”) Model Procedure for Mediation of Business Disputes. The Parties agree to share equally the costs and expenses of mediation, which shall not include the expenses incurred by each Party for its own legal representation in connection with the mediation.

26.3 If the dispute has not been resolved by negotiation or mediation as provided herein within one hundred twenty (120) days of the initiation of such mediation procedure, either Party may avail itself of any legal or equitable remedy, including litigation upon ten (10) days’ written notice to the other Party; provided, however, that if one Party has requested the other to participate in a non-binding procedure, as provided for under this Article, and the other has failed to participate, the requesting Party may initiate litigation before expiration of the above-specified period.

27.0 GOVERNING LAW & VENUE

27.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida, without regard to such state’s choice of law provisions which may dictate that the law of another jurisdiction shall apply. Venue shall be Polk County, Florida, or the United States District Court in and for the Middle District of Florida, Tampa Division.

28.0 HEADINGS

28.1 Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement.

29.0 SEVERABILITY

29.1 In the event any portion or part of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining parts thereof shall otherwise be fully enforceable.

30.0 WAIVER AND ELECTION OF REMEDIES

30.1 Waiver by either party of any term, condition, or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future.

30.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party hereto.

31.0 ENTIRE AGREEMENT

31.1 This Agreement, including Schedules, Attachments, Appendices and Exhibits attached hereto, constitutes the entire agreement between City and Engineer with respect to the services specified and all previous representations relative thereto, either written or oral, are hereby annulled and superseded.

32.0 PROHIBITION AGAINST CONTINGENT FEES

32.1 Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

33.0 PUBLIC RECORDS

34.0 IF THE ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ENGINEER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: KELLY S. KOOS - CITY CLERK AT: PHONE: 863-834-6210, E-MAIL:CITYCLERK@LAKELANDGOV.NET, ADDRESS: ATTN: CITY CLERK, 228 S. MASSACHUSETTS AVE., LAKELAND, FLORIDA 33801.

34.1 In accordance with Florida Statute §119.0701, the Engineer shall keep and maintain public records required by the City in performance of services pursuant to the contract. Upon request from the City’s custodian of public records, Engineer shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided pursuant to Florida Statute Chapter 119 or as otherwise provided by law. Engineer shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Engineer does not transfer the records to the City. Engineer shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Engineer or keep and maintain public records required by the City to perform services pursuant to the contract. If the Engineer transfers all public records to the City upon completion of the contract, the Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Engineer keeps and maintains public records upon completion of the contract, the Engineer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

35.0 THIRD PARTY RIGHTS

35.1 Except as otherwise expressly contained in this Agreement, there are no other third party intended beneficiaries.

36.0 TRUTH-IN-NEGOTIATION CERTIFICATION

36.1 By execution of this Agreement, Engineer certifies that wage rates and other factual unit costs supporting the compensation of this Agreement are accurate, complete, and current at the time of contracting. The original contract price (or task authorization amount) and any additions hereto shall be adjusted to exclude any significant sums by which the City determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of this Agreement.

37.0 LIMITATIONS

37.1 Neither party shall be liable to the other party for loss of profits or revenue; loss of use; loss of opportunity; loss of goodwill; cost of substitute facilities, goods or services; cost of capital; cost of replacement power; governmental and regulatory sanctions; and claims of customers for such damages; or for any special, consequential, incidental, indirect or exemplary damages.

37.2 The limitations established by this Agreement or by specific Task Authorization shall withstand claims based in contract, tort, strict liability, or otherwise.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

CITY OF LAKELAND, FLORIDA ENGINEER

Approved as to form and correctness:

Palmer C. Davis, City Attorney

Rev 6/2020 Page 24 of 31

PROFESSIONAL ENGINEERING SERVICES

FEE SCHEDULE

(To be inserted by Engineer)

Appendix A

City of Lakeland Consultant Expense Reimbursement Policy Revised 6/18/2018 General This policy governs all eligible reimbursement expenses paid to consultants hired by City Departments under professional service contracts. All reimbursable expenses must adhere to the following provisions and be verified and approved by the appropriate department head, or their designated representative administering the professional contract. An exhibit to each contract or agreement must be accepted by each professional services consultant prior to the agreement being considered fully executed. All proposed reimbursable consultant expenses must be submitted to the managing designee with matching receipts and specific documentation outlining the nature of the business conducted in association with the expenditure prior to approval by the City.

Consultant Contract Provisions

1. Reasonable expenses will be reimbursed for customary business activities deemed integral to the completion of the consulting assignment (i.e. phone calls, copies, printing, facsimile services, etc.)

2. Reasonable travel expenses will be reimbursed at a rate not-to-exceed the following:

· Car Rental – Limited to mid-size vehicles or smaller.

· Airline Travel – Limited to tourist or coach class fare, all efforts will be made to identify the most economical flight options available at time of scheduling.

· Use of private automobile for administration of project related requirements may be reimbursed at the current IRS mileage reimbursement rate. (www.irs.gov)

· Local hotel accommodations will be reimbursed at a rate not-to-exceed the GSA lodging rate for Tampa, Florida per night plus sales tax. (www.gsa.gov) Incidentals related to the hotel stay will not be reimbursed.

· Meal expenses will be reimbursed at a rate not-to-exceed the GSA M&IE rate for Tampa, Florida. A maximum of 15% gratuity on meals will be allowed.

· No entertainment expenses will be reimbursed, including, but not limited to, alcoholic beverages, in-room entertainment, registrations, tickets to sporting events or entertainment events, banquet and or client entertainment.

· No reimbursement will be provided for personal expenses of any nature.

· When representing the interest of the City outside of the Lakeland area, reimbursement of reasonable hotel accommodation costs will be provided as determined by the responsible Department Head.

Collection of Back-up Documentation All consultant expenditures submitted for reimbursement shall be properly documented and approved by the appropriate department head or designated representative managing the agreement. Original receipts must be provided for payment, along with documentation on purpose. The department head or designated representative will be responsible for the collection of this documentation and for communicating with the consultant on issues related to reimbursable costs or back-up documentation. It will be the responsibility of the department head or designated representative to obtain the necessary approvals from the City Managers’ Office for variances to the policy.

Prior to payment of invoices, the following will be required:

1. Verification that invoice references the correct professional service contract.

2. Verification that the specific contract deliverables have been met and scope of work has been satisfactorily completed.

3. Verification that all consultant reimbursable expenses were incurred in conjunction with specified services rendered and billed at cost.

4. All reimbursable expenses must be submitted with receipts documenting expenses.

5. Verify all expense calculations are correct.

Variance Approval All variances or modifications to the provisions in this policy must be approved by the City Manager or authorized designee.

Appendix B

Exhibit “A”

SCOPE OF SERVICES

ENGINEERING SERVICES AGREEMENT

(To be inserted by Project Manager)

Appendix “C”

HUMAN TRAFFICKING AFFIDAVIT

In compliance with Section 787.06(13), Florida Statutes, this Affidavit must be completed by an officer or representative of a nongovernmental entity that is executing, renewing, or extending a contract with the City of Lakeland, Florida (the “Governmental Entity”).

The undersigned, on behalf of the entity listed below (the “Nongovernmental Entity”), hereby attests under penalty of perjury as follows:

1. I am over the age of 18 and I have personal knowledge of the matters set forth herein.

2. I am an officer or representative of_________________________, a Nongovernmental entity and I am authorized to provide this affidavit on behalf of Nongovernmental Entity.

3. Nongovernmental Entity, and any of its subsidiaries or affiliates, do not use coercion for labor or services, as those terms are defined in Section 787.06, Florida Statutes, as may be amended from time to time.

4. If, at any time in the future, Nongovernmental Entity does use coercion for labor or services, Nongovernmental Entity will immediately notify Governmental Entity and no contracts may be executed, renewed, or extended between the parties.

5. I have read the foregoing affidavit and confirm that the facts stated in it are true, and are made for the benefit of, and reliance by Governmental Entity.

Company: _______________________________________________ Authorized Signature: _____________________________________ Printed Name:____________________________________________ Date:______________________ Title: ____________________________________________________

STATE OF _________________

COUNTY OF _______________

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this ____ day of ________________, 20____, by _________________________________, as _________________________ on behalf of the company/corporation. They ☐ are personally known to me or ☐ have produced _________________ as identification.

Notary Public Signature (Affix Notary Stamp or Seal) Print, Type or Stamp Name of Notary:__________ My commission expires:______________________

Appendix “D”

Required Federal Procurement Supplemental Terms and Conditions

(Contract Provisions for City Contracts Under Federal Awards Pursuant to 2 C.F.R., Part 200, Appendix II)

The following provisions apply to the purchase of goods, services, construction or repairs for any contract award to a Vendor, Contractor or Consultant pursuant to a City of Lakeland (“City”) procurement solicitation when funded, in whole or in part, by Federal assistance in the form of a grant, subgrant, loan or reimbursement, either directly to the City as a recipient or as a subrecipient of funding from the Federal government to an agency of the State of Florida or another pass-through agency.

In addition to other provisions required by the Federal agency or the City, all contracts made by the City under a Federal award must contain contract provisions covering the following, as applicable. For purposes of the provisions provided herein, the term “Contractor” shall also refer to “Vendor” or “Consultant” as may be applicable.

It is the intent of the City and the Vendor, Contractor or Consultant that these supplemental terms and conditions include and incorporate all requirements under all applicable State or Federal law, rules, regulations or standards as may be needed such that any procurement of goods, services, construction or repairs shall be eligible for State or Federal reimbursement. All such laws, rules, regulations, or standards, to the extent not expressly included herein, are deemed incorporated as part of these supplemental terms and conditions and the Vendor, Contractor or Consultant shall comply with the same as if expressly included herein.

A. DEFAULT

Each of the following shall constitute a default under this Agreement: (a) Contractor is adjudged to be bankrupt; (b) Contractor makes a general assignment for the benefit of its creditors; or (c) Contractor fails to comply with any of the terms, conditions or provisions of this Agreement. If, during the term of this Agreement, Contractor shall be in default of this Agreement, City may suspend its performance hereunder until such delinquency or default has been corrected; provided, however that no suspension shall be effective unless and until City give written notice of default to Contractor with at least ten (10) days to cure such default. If Contractor fails to correct such delinquency or default, City may terminate this Agreement and pursue such remedies as may be available at law or in equity. Contractor shall be paid compensation for services satisfactorily performed and completed as of the date of termination. City shall not be liable for partially completed work. In addition to the remedies available hereunder, the City shall have the right of offset from sums or payments otherwise due the Contractor, any sums or amounts which the Contractor may owe to the City pursuant to the provisions of this Agreement, or otherwise.

B. TERMINATION FOR CAUSE AND CONVENIENCE (Applicable to all contracts in excess of $10,000) City may, by giving thirty (30) days prior written notice to the other, terminate this Agreement in whole or in part, at any time, with or without cause. Upon receipt of such notice, the Contractor shall immediately discontinue all services affected (unless the notice directs otherwise).

Upon termination of this Agreement for convenience, the Contractor shall be paid its compensation for services satisfactorily performed as the date of termination based on the percentage of work satisfactorily completed plus reasonable termination expenses.