Fort Walton Beach Council agenda — 06-26-2007 regular agenda — reading text

ATTEST J ce Shanahan y anager ity of Fort Walton Beach P.O. Box 4009 . Fort Walton Beach, FL 32549 1Iff:(~ Attachments: wttsonMiller, Inc. Business Terms and Conditions  WILSON MILLER, INC. BUSINESS TERMS AND CONDITIONS These Business Terms and Conditions are attached to, and made a part of; Proposals and Agreements for services by WILSONMILLER, INC., referred to herein as the Design Professional." 1. InfDrmation from Client endeavor to work within those limitations. However, the Design Professional The Client shall provide all information reasonably requested by the Design does not guarantee that any opinions it may render regarding the probable cost Professional including, but not necessarily limited to, supporting information, of construction or of any aspect of the Project will not differ materially from extraordinary project considerations, special services required, deeds, quoted fees, submitted bids, negotiated prices or actual costs ultimately incurred. easemenls, rights of way, and all other information requested by the Design If Client wishes greater assurance as to probable construction costs, or if formal Professional in order for it to provide the services described in this Agreement. estimates are othelWise desired, the Client must employ the services of an The Design Professional, shall be entitled to rely upon such information, and shall independent cost estimator: have no liability as a result of any inaccuracy or incompleteness of any such information. 9. Excluded Services The Design Professional will provide only those services described in the Scope of Services that is a part of this Agreement. The Design Professional shall have 2. Billings and Payments Fixed fees shall be billed monthly for that portion of the Design Professional' s no responsibility or liability whatsoever for any services beyond those specifically services rendered through the billing date, plus reimbursable expenses. described in the Scope of Services, and any and all other services are Time/ Material (" T/M") fees shall be billed monthly based on the time and specifically excluded. materials incurred to the billing date, plus reimbursable expenses. Client agrees to carefully read all billing invoices/ statements and promptly notify WilsonMiller, 10. Construction Phase in writing, of any claimed errors or discrepancies, within fifteen ( 15) days from the During any site visits or when the Design Professional othelWise observes the date of the invoice/ statement. If WilsonMiller does not hear from Client in writing, contractor' s( s') work in progress, the Design Professional shall not supervise, it is' presumed that Client agrees with correctness, accuracy, and fairness of the direct or have control over the contractor' s( s') work, nor shall the Design billing invoice/ statement. Should the scope of the work be increased, Client Professional have any authority over, or responsibility for, the means, methods, agrees to an increase in the fee based on the increased responsibility assumed, techniques, sequences or procedures of construction selected by the time to be expended, and liability to be incurred. A TIM estimate, if provided, is a contractor( s), or for' any safety precautions or programs incident to the work of good faith estimate for information purposes only, and under no circumstances the contractor( s), or for any failure of the contractor( s) in furnishing or performing shall Design Professional be limited in the amount to which it is entitled to be its( their) work. The Qesign Professional neither guarantees the performance of compensated by any such estimate. In any and all instances in which a TIM any construction contracts by contractor( s), nor assumes responsibility or liabiiily estimate is given, the Client acknowledges that the actual fee and amount of for the contractor' s( s') failure to furnish or perform its( their) work in accordance reimbursable expenses may be more or less based upon the actual time, with the applicable contract documents. materials and expenses incurred ( with the amount of the fee to be paid to be determined based on the Design Professional' s rate code schedule, in effect at 11. Delays the time the services are rendered). Additional Services provided shall be billed The Design Professional shall take reasonable steps to perform its services in a 1thly. The continuous progress of the Design Professional' s services requires timely fashion, but the Client recognizes and agrees that factors both within and t payment. Payment is due upon receipt of the Design Professional' s outside the Design Professional's control may delay the Design Professional' s es. The Design Professional shall be' entitled to recover interest at the rate services, as well as the work performance, permitting, license issuance and Dr , 2% per annum on invoices which are notpaid within 30 days and, in addition, overall construction of the Project. While the Design Professional shall take such the Design Professional may, after seven days' notice to the Client, suspend or steps as it reasonably can to meet the Client's reasonable scheduling demands, terminate (in the Design' Professional' s sole discretion) its services under this under no circumstances shall the Design Professional be responsible for any Agreement until all outstanding amounts ( for both services and reimbursable damages for delay, whether the same are caused in whole or in part by any expenses) have been paid in full, including applicable interest. The foregoing circumstances within the Design Professional' s control. provisions of this Agreement to the contrary notwithstanding, in the event that any of the Design Professional' s statements are not paid within 60 days from the 12. Legal Interpretations Not Provided' receipt thereof by the Client, and even if the Design Professional has not given a The services and work propos'ed to be performed pursuant to this Agreement are seven- day notice to the Client regarding the same, the Design Professional based upon the services of a professional engineer, professional land surveyor, may suspend further services under this Agreement until any and all such outstanding professional land planner and/ or professional landscape architect, and do not statements have been paid in full, including applicable interest. Any prepayment and will not under any circumstances constitute the rendering of legal advice, made at or about the execution 6f the Agreement shall be credited to the Client's legal opinions or legal services. Any interpretalion of laws, rules, regulations or account at the lime of final payment. ordinances are based solely upon the professional opinions of the Design Professional as a design professional. The Client understands that the same are 3. Reimbursable Expenses not intended as legal opinions, and the Client shall in any and all such instances Project related expenses such as travel; lodging; subsistence; long distance secure adequate legal counsel as may be needed for the Client' s needs related communication; postage; shipping; reports, drawing and/ or specification to the Project. reproduction; and Client authorized overtime, are all reimbursable expenses. Unit billings wiil be charged per the Design Professional' s current rate code 13. Cooperation with Other Consultants or Client's Attorney schedule. Out~of-pocket expenses will be billed at cost plus 15%. A number of issues may arise relaling to this Project for which legal advice and services may be required. Any and all legal advice or services are beyond the 4. Taxes scope of this Agreement, and the Client agrees that the C'lient shall retain such In the event that any taxes or fees on the Design Professional' s services or attorneys as may be necessary in order to render legal advice and services as reimbursable expenses are imposed by any governmental authority, the same needed for the Project. Such attorneys shall participate as professional team shall be added to the Design Professional invoices under this Agreement, and members, and the Client will serve as project coordinator between the Design shall be the responsibility of the Client. ' Professional and such attorneys and any and all other consultants or professionals who may be necessary for the success of the Project, and the 5. Subconsultant Contract Administration Client shall ensure the cooperation with the Design Professional of such Charges for subconsultants to the Design Professional 'will be billed to the Client attorneys and other consultants who have contracted directly with the Client at cost plus 15%. The fees and costs billed by such attorneys and other consultants shall be the sole responsibility of the Client, and the Design Professional shall have no 6. Adjustment of Hourly Rates and Renegotiation of Fees responsibility or liability therefore whatsoever. Hourly rates and all rates In the Design 'Professional's current rate code schedule are subject to periodic review and adjustment. Moreover, the Design 14. Ownership of Instruments of Services Professional reserves the right to renegotiate fixed fees to reflect changes in All reports, plans, specifications, field data, notes and other documents, including 1 indices and pay scales applicable to the period when services are electronic media, prepared by the Design Professional as instruments of service, ered. The Design Professional and the Client agree to exercise good faith in shall remain the property of the Design Professional. f such renegotiation. 15. Agreement Not to Hire Employees 7. Permit and Application Fees In