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HomeMy WebLinkAboutR-90-09203 -90- 1006 C, f� 12/6/90 RESOLUTION NO. 90 920 A RESOLUTION APPROVING FIVE AGREEMENTS, IN SUBSTANTIALLY THE FORMS ATTACHED HERETO, BETWEEN THE CITY OF MIAMI AND MANUEL G. VERA & ASSOCIATES, INC., BISCAYNE ENGINEERING COMPANY, FERNANDO Z. GATELL, P.L.S., INC., WEIDENER SURVEYING & MAPPING, AND LANNES & GARCIA, INC.; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE SAID FIVE AGREEMENTS TO PROVIDE PROFESSIONAL SURVEYING SERVICES FOR THE 1991-92 CALENDAR YEARS IN CONJUNCTION WITH CITY OF MIAMI PROJECTS WITH FUNDS THEREFOR ALLOCATED FROM THE PROJECT EXPENSE FOR EACH INDIVIDUAL PROJECT. WHEREAS, the City proposes various sanitary sewer, storm sewer, highway, park and miscellaneous projects in the immediate future; and WHEREAS, it is necessary for the City to engage five land surveying firms to render professional and technical services for the design and construction of said projects; and WHEREAS, the City can allocate funds for land surveying services as a project expense from the individual project expense of each project; and WHEREAS, the City Commission, by Resolution No. 90-761 on October 18, 1990, approved the selection of Manuel G. Vera & Associates, Inc., Biscayne Engineering Company, Fernando Z. Gatell, P.L.S., Inc., Weidener Surveying & Mapping, and Lannes & Garcia, Inc. to provide professional land surveying services for said projects and authorized the City Manager to negotiate the herein attached Agreements with said firms for the professional and technical services required for the said projects and requested that the said negotiated Agreements be presented for formal ratification and approval; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute five agreements,)/in substantially the formsattached hereto, between the City of Miami and Manuel G. Vera & Associates, Inc., Biscayne 1/ The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. ATTACHMENTS' CONTAINED CITY COI mssiox 1Vl MMG or DEC 6 W90 90- 920 Engineering Company, Fernando Z. Gate11, P.L.S., Inc., Weidener Surveying & Mapping, and Lannes & Garcia, Inc., to provide land surveying services for the City of Miami projects for the 1991-92 calendar years with funds therefor hereby allocated as a project expense from each individual project funding. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 6th day o December , 1990. XAVIER L. S AR Z, MAY ATTEST/�r y. MA �!T`HIRAI, CITY CLERK LEGISLATIVE REVIEW: G. MIRI M RANR CHIEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORM & CORRECTNESS: 2 9<0— 920 A G R E E M E N T THIS AGREEMENT made this day of , 1990 by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and WEIDENER SURVEYING & MAPPING, a Florida for profit corporation hereinafter called the PRINCIPAL. R E C I T A L WHEREAS, the CITY proposes various Sanitary Sewer, Storm Sewer, Highway, Park and Structural Projects; and WHEREAS, the CITY can make an allowance in the project expense of each project to finance land survey services; and WHEREAS, the CITY desires to engage five land survey firms to render the necessary professional and technical services, hereinafter called WORK, for the planning, design and construction phases of the PROJECT upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Commission of the City of Miami has by Resolution No. 90-761, dated October 18, 1990 approved the selection of WEIDENER SURVEYING & MAPPING, as one of the five most qualified firms to provide professional land survey services for the PROJECT and has also authorized the CITY MANAGER to negotiate an Agreement with said firm for the professional and technical services required for the PROJECT. NOW, THEREFORE, the CITY and the PRINCIPAL for the considerations hereinafter set forth, agree and covenant, one unto the other as follows: SECTION I - GENERAL CONDITIONS A. The PRINCIPAL shall proceed with all applicable dispatch in a sound, economical, efficient and professional manner and shall comply with the provisions of all applicable Federal, State and Local laws. MEN RLTU �N�i �� DENTIFYjASR BENIEW, P 90 - 920 B. The PRINCIPAL shall perform the professional services as hereinafter set forth and in general accordance with the instructions of the CITY as set forth in SECTION III - PROFESSIONAL SERVICES. C. The PROJECT DIRECTOR shall issue written authorization to proceed to the PRINCIPAL for each section of the WORK to be performed hereunder as outlined in "E" below. In case of emergency, however, the CITY reserves the right to issue oral authorization to the PRINCIPAL with the understanding that written confirmation will follow immediately thereafter. D. No specific projects are designated under this contract. The PRINCIPAL shall be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. E. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI PRINCIPAL Public Works Department Weidener Surveying & Attn: John H. Jackson Mapping 275 N.W. 2 Street 10418 N.W. 31 Terrace Miami, Florida 33128 Miami, Florida 33172 (305)579-6874 (305) 599-6381 F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. H. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. I. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. SECTION II - DEFINITIONS A. CITY - Is hereby defined as The City of Miami, Florida.1/ B. CITY MANAGER - is hereby defined as the City Manager of the CITY. C. PROJECT DIRECTOR - is hereby defined as the director of the PROJECT appointed by the CITY MANAGER. D. PRINCIPAL - is hereby defined as WEIDENER SURVEYING & MAPPING, 10418 N.W. 31 Terrace, Miami, Florida, 33172, phone (305)599-6381. Federal Employer I.D. Number 59-2555653. E. PROJECT - is hereby defined as any construction work contracted by the CITY or any miscellaneous department project for which outside survey services are needed and to which the PRINCIPAL has been assigned. F. WORK - is hereby defined as all the professional and technical services to be rendered or provided by the PRINCIPAL for the PROJECT, as described in SECTION III - PROFESSIONAL SERVICES, hereof. G. COMPENSATION - is hereby defined as the amount of money the CITY agrees to pay and the PRINCIPAL agrees to accept as payment in full for all the professional and technical services rendered pursuant to this agreement, to complete the WORK as defined in SECTION III - PROFESSIONAL SERVICES, hereof. - 3 - SECTION III - PROFESSIONAL SERVICES A. GENERAL 1. The PRINCIPAL shall act under the direction of the PROJECT DIRECTOR and shall, in close coordination with the CITY, perform the following professional and technical services comprising the WORK and shall be fully responsible for all the professional and technical aspects thereof. The CITY`S review and approval of the WORK will relate only to overall compliance with the general requirements of the PROJECT and whenever the term "Approval by the City" or like term is used in this Agreement, the phraseology shall in no way relieve the PRINCIPAL from any duties or responsibilities under the terms of this Agreement and from using the best engineering/survey services and practices. 2. The PRINCIPAL shall, in the performance of the WORK, comply with all Federal, State and Local codes, ordinances and ® regulations, pertaining to the PROJECT. Attention is invited to a the Federal Wage -Hour Law, Walsh -Healy Act, The Occupational Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation. 3. Upon receipt of written authorization to proceed with the PROJECT, the PRINCIPAL shall make arrangements to meet with the PROJECT DIRECTOR to discuss the schedule and method of the WORK. All formats for the WORK are to be as presently used by the City of Miami Pubic Works Department -Survey Section unless otherwise directed by the PROJECT DIRECTOR. This is to include but not limited to the field books, note keeping, cut sheets, staking etc. 4. In the performance of his WORK, the PRINCIPAL shall observe the following: a. Strive to complete his WORK on the PROJECT within the time allowed by maintaining an adequate staff of qualified employees on the WORK at all times. -4. 94- 920 10a b. Prepare necessary documents, if requi red, for County, City, State and Federal agencies. c. Cooperate fully with the CITY in order that all phases of the WORK may be properly scheduled and coordinated. d. Report the status of this PROJECT to the PROJECT DIRECTOR upon request, and hold his notes, calculations, and related WORK open to inspection at any time. e. Submit to the PROJECT DIRECTOR one original set of all survey field notes and any other data developed 1 for the purpose of performing the required surveying work required for this PROJECT. The field notes shall be presented in approved Engineer Field Books. f. Hold himself in readiness for general consultation and advice from the date of this AGREEMENT through the completion of the PROJECT. g. Direct his crew chief to make a daily work report to include information required by the PROJECT DIRECTOR and deliver the reports on a daily basis to the Public Works Department Survey Section. B. SCOPE OF WORK The PRINCIPAL'S WORK shall include but not be limited to the following; 1. HIGHWAY - Perform topographical survey including cross ` sections and related information necessary to accomplish the design and construction phases of the .PROJECT. 2. SEWERS - Perform all layout for construction and provide final measurements and final measurement quantity sheets. The PRINCIPAL will be available on a full time -basis -during -underground construction. go- 920 3. PARKS - Prepare survey of park for design purposes if necessary and perform layout for construction. 4. STRUCTURES - Perform property survey as is necessary. S. PLATS - Follow state and local laws and ordinances necessary to provide tentative and final plats of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. 6. DRAFTING - Upon receipt of written authorization from the PROJECT DIRECTOR, the PRINCIPAL shall perform drafting services as required to supplement his field work. Plan and profile and cross-section sheets shall be of the best quality mylar film or cronaflex and shall be furnished by the PRINCIPAL. Other standard blank sheets with the CITY title block imprinted thereof, will be furnished by the CITY when required. SECTION IV - PROJECT COMPLETION TIME When a project has a deadline date and time is of the essence the PROJECT DIRECTOR shall advise the PRINCIPAL and a completion time shall be agreed upon. The services to be rendered by the PRINCIPAL for each such PROJECT shall commence within twenty-four (24) hours upon receipt of notice from the PROJECT DIRECTOR and shall be completed within the time agreed upon. A reasonable extension of the work time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT as stated herein or because of weather, civil disturbance or other reasons beyond the control of the PRINCIPAL. SECTION V - LENGTH OF AGREEMENT This AGREEMENT shall terminate on January 1, 1993 unless terminated as described in SECTION XIV. In the event the PRINCIPAL is engaged in any PROJECT(S) on the above date, this . AGREEMENT shall remain in effect until completion or termination of said PROJECT(S) or unti l total compensation as ' outlined ' i n _. Section VII is depleted, which ever comes first. No new work orders will be issued after the above dote. 6 90- 920 SECTION VI - CITY'S SERVICES AND RESPONSIBILITIES A. The City shall make available to the PRINCIPAL for his inspection, all plats, maps, surveys, aerials, records and other information that the CITY has at it's disposal. B. The CITY shall furnish the use of a field office for each PROJECT during the construction phase when said field office _ is to be provided under the construction contract. SECTION VII - COMPENSATION FOR SERVICES The CITY agrees to pay and the PRINCIPAL agrees to accept for services rendered pursuant to the PROJECT in accordance with the terms and conditions of this AGREEMENT and all incidental and preliminary work related thereto, fees in accordance with the following schedule: — A. For the time of a Four Man Survey Party $640 per 8 hour day B. For the time of a Three Ilan Survey Party $540 per 8 hour day C. For the time of a Two Man Survey Party $ 450per 8 hour day D. For the time of a Draftsman $32 per hour E. For the time of a Surveyor -Computer $40 per hour F. For the time of a Principal -Surveyor $65 per hour G. For the time of a Survey Clerk $ 22 per hour H. For the time of a Cadd Operator $ 32 per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work and shall also be applicable to any necessary overtime work. Under A, B b C above, a minimum two hours time will be paid for cancellation of the WORK due to inclement weather or other valid reasons after reporting to the site. The CITY retains the right, however, to issue additional work orders as necessary to engage the PRINCIPAL for the remainder of the day. The total compensation by the CITY to the PRINCIPAL for services provided under the terms of this AGREEMENT shall not exceed $175,000 over the period that the AGREEMENT is in effect. w 7 x V O- 920 4 SECTION VIII - PAYMENTS The CITY will make monthly payments to the PRINCIPAL in accordance with the fees computed as outlined in SECTION VII for all work performed during the previous calendar months upon receipt of duly certified invoices in triplicate to the PROJECT DIRECTOR. SECTION IX - SCHEDULE OF WORK The CITY shall have the sole right to determine which PROJECT the PRINCIPAL is assigned and which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, shall cover in detail the scope and intent of the proposed surveying services. On certain sewer projects, when directed by the PROJECT DIRECTOR, the PRINCIPAL shall adjust his survey crews daily working hours to better fit the Contractor's schedule. SECTION X - EXTRA WORK If the PRINCIPAL is caused extra work or expense due to the changes ordered after any portion of the WORK is approved by the CITY, such extra WORK shall be the subject of an additional work order. SECTION XI - APPROVAL OF FIELD NOTES AND DRAWINGS The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes, drawings or other written communications submitted by the PRINCIPAL to the CITY for approval. Such approval, revisions or recommendations by the CITY shall not relieve the PRINCIPAL of his responsibility for his WORK. Any errors noted in the field notes or drawings submitted by the PRINCIPAL will be corrected at no additional cost to the CITY. - - 90-- 920 A11 certified surveys and other final drawings required under this agreement shall be delivered to the CITY in a reproducible form such as an original ink drawing on high quality Vellum or a reverse mylar made from an original ink drawing. In either case, the reproducible of Certified Surveys shall be affixed with the Surveyors embossed Seal b Signature. SECTION XII - CONFLICT OF INTEREST A. PRINCIPAL covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. PRINCIPAL further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of PRINCIPAL or its employees, must be disclosed in writing to CITY. B. PRINCIPAL is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. SECTION XIII - OWNERSHIP OF DOCUMENTS All reports, tracings, plans, field books, survey information maps and other data developed by the PRINCIPAL for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation upon their use and shall be made available by the PRINCIPAL at any time upon request of the CITY. When any work contemplated under this AGREEMENT is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the PROJECT DIRECTOR. Prints of certified surveys that are required for an official submittal such as for building permit or tentative plat shall be provided to the CITY as necessary affixed with the surveyors signature and embossed seal. - 9 - SECTION XIV - TERMINATION AND SUSPENSION OF AGREEMENT A. The CITY retains the right to terminate this Agreement at any time prior to completion of the WORK without penalty to the CITY. In that event termination of this Agreement shall be in writing to the PRINCIPAL and the PRINCIPAL shall be paid for services rendered in each completed calendar month prior to termination in accordance with SECTION VII - COMPENSATION FOR SERVICES and SECTION VIII - PAYMENTS, provided however that the PRINCIPAL is not in default under the terms of this Agreement. If, however, the termination of this Agreement occurs during an incomplete calendar month, then the PRINCIPAL shall be paid for services rendered on a daily basis in such incomplete month provided that the PRINCIPAL is not in default under the terms of 1 this Agreement. B. In the event of termination, all documents, plans, etc., as set forth in SECTION XIII - OWNERSHIP OF DOCUMENTS shall become the property of the CITY, with the same provisions of use as in said SECTION XIII. C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CITY to the PRINCIPAL pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the PRINCIPAL for any other purposes whatsoever without the written consent of the CITY. i SECTION XV - AWARD OF AGREEMENT The PRINCIPAL warrants that he has not employed or retained any company or persons to solicit or secure this Agreement, that he has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other considerations contingent upon or resulting from the award or making of this Agreement.' - 10 - 90-- 920 The PRINCIPAL also warrants that to the best of the knowledge and belief no Commission, Mayor or other officer or employee of the CITY is interested directly or indirectly in the profits or emoluments of this Agreement or the job, work, or services for the CITY in connection with the contract or construction of this PROJECT. SECTION XVI - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the CITY and the PRINCIPAL and supersedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument at the discretion of both the CITY and the PRINCIPAL. SECTION XVII - SUCCESSORS AND ASSIGNS 1 The PRINCIPAL shall make no assignments or transfer of this Agreement, or sublet, assign or transfer any part of the WORK under this Agreement without the written consent of the CITY. This Agreement shall be binding upon the parties hereto, their heirs, executors. legal representatives, successors and assigns. SECTION XVIII - RIGHT TO AUDIT The CITY reserves the right to audit records of the PRINCIPAL pertaining to this Agreement anytime during the prosecution of this Agreement, and for one year after final payment is made under this Agreement. SECTION XIX - INDEMNIFICATION PRINCIPAL shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of PRINCIPAL'S activities under this Agreement, including all other acts or omissions to act on the part of PRINCIPAL, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. - 11 90- 920 SECTION XX - INSURANCE The PRINCIPAL shal l maintain du ri ng the terms of thi s Agreement the following insurance: A. Comprehensive General Liability Insurance in amounts not less than $300,000.00 Combined Single Unit for bodily injury and property damage liability and said insurance shall include contractual liability coverage. The City of Miami shall be named as primary Addi tional Insured. B. Professional Liability Insurance in a minimum amount of $500,000.00 covering all liability arising out of the terms of this Agreement. The CITY will accept a Claims Made Policy with a five year discovery clause. C. Workers Compensation Insurance in the statutory amounts. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida; which are approved according to specifications of the Risk Management Division of the City of Miami. The PRINCIPAL shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the PRINCIPAL has obtained insurance in the type, amount and classification as required for strict compliance with this SECTION and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written notice of the CITY. Compliance with the foregoing requirements shall not relieve the PRINCIPAL of his liability and obligations under this Section or under any portion of this Agreement. SECTION XXI - RIGHT OF DECISIONS All services shall be performed by the PRINCIPAL to the satisfaction of the PROJECT DIRECTOR who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, s = 12 - 90- 920 fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the PROJECT DIRECTOR'S decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the PRINCIPAL does not concur in the Judgement of the PROJECT DIRECTOR as to any decision made by him, the PRINCIPAL shall present his written objections to the DIRECTOR OF PUBLIC WORKS and submit to the CITY COMMISSION for approval. SECTION XXII - NON-DISCRIMINATION The PRINCIPAL shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or handicap. The PRINCIPAL shall take i affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, national origin, or handicap. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The PRINCIPAL agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Personnel Officer setting forth the provisions of this Equal Opportunity Clause. SECTION XXIII - CONSTRUCTION OF AGREEMENT The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. SECTION XXIV - INDEPENDENT CONTRACTOR That the PRINCIPAL and his employees and agents shall be deemed to be an independent contractor, and not an agent or employee of the CITY; and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. w 13' - 90 - 920 SECTION XXV - NON-DELEGABILITY It is understood and agreed that the obligations undertaken by the PRINCIPAL pursuant to this Agreement shall not be delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such services or any part thereof by another person or firm. SECTION XXVI - DEFAULT PROVISION In the event that PRINCIPAL shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PRINCIPAL may cancel and terminate this Agreement, and all payments, advances, 1 or other compensation paid to PRINCIPAL by CITY while PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the i availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack =i of funds or authorization, reduction of funds, and/or change in a! regulations. i` s SECTION XXVIII - MINORITY PROCUREMENT COMPLIANCE The PRINCIPAL acknowledges that he has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. SECTION XXIX - AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. go- 920 IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: Secretary (SEAL) ATTEST: City Clerk APPROVED AS TO CONTENT "100 "1, .-f De rt ent of Public Works APPROVED AS TO FORM & CORRECTNESS City Attorney 44.14 WEIDENER SURVEYING & MAPPING B Y : M tt/�� (Fresident THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: City Manager APPROVED AS TO INSURANCE REQUIREMENTS Risk Management 15 - 90— 920 CORPORATE RESOLUTION WHEREAS, the Board of Directors of WEIDENER SURVEYING & MAPPING has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Surveying Services . WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF WEIDENER SURVEYING & MAPPING, that the president and secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for Professional Surveying Services , in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. 1990. IN WITNESS WHEREOF, this 2nd day of November 1990 9 WITNESS - 16 - CHAIRMAN, Board of Directors ' Me 90- 920 A G R E E M E N T THIS AGREEMENT made this day of , 1990 by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and FERNANDO Z. GATELL, P.L.S., INC., a Florida for profit corporation hereinafter called the PRINCIPAL. R E C I T A L WHEREAS, the CITY proposes various Sanitary Sewer, Storm Sewer, Highway, Park and Structural Projects; and WHEREAS, the CITY can make an allowance in the project expense of each project to finance land survey services; and WHEREAS, the CITY desires to engage five land survey firms to render the necessary professional and technical services, hereinafter called WORK, for the planning, design and construction phases of the PROJECT upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Commission of the City of Miami has by Resolution No. 90-761, dated October 18, 1990 approved the selection of FERNANDO Z. GATELL, P.L.S., INC., as one of the five most qualified firms to provide professional land survey services for the PROJECT and has also authorized the CITY MANAGER to negotiate an Agreement with said firm for the professional and technical services required for the PROJECT. NOW, THEREFORE, the CITY and the PRINCIPAL for the considerations hereinafter set forth, agree and covenant, one unto the other as follows: SECTION I - GENERAL CONDITIONS A. The PRINCIPAL shall proceed with all applicable dispatch in a sound, economical, efficient and professional manner and shall comply with the provisions of all applicable Federal, State and Local laws. c WHEN RETURNING FOR FUHT1 •R REVIEW, PLEASE IDENTIFY AS # L✓� 90- 920 B. The PRINCIPAL shall perform the professional services as hereinafter set forth and in general accordance with the instructions of the CITY as set forth in SECTION III - PROFESSIONAL SERVICES. C. The PROJECT DIRECTOR shall issue written authorization to proceed to the PRINCIPAL for each section of the WORK to be performed hereunder as outlined in "E" below. In case of emergency, however, the CITY reserves the right to issue oral authorization to the PRINCIPAL with the understanding that written confirmation will follow immediately thereafter. D. No specific projects are designated under this contract. The PRINCIPAL shall be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. E. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Public Works Department Attn: John H. Jackson 275 N.W. 2 Street Miami, Florida 33128 (305)579-6874 PRINCIPAL Fernando Z. Gatell, P.L.S. , Inc. 4471 S.W. 75 Avenue Miami, Florida 33155 (305)264-4528 F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached 1. documents', the terms in this Agreement shall rule. H. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. - 2 - 90- 920 I. Should any provisions, paragraphs, sentences, words or phrases contained in thi s Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, Florida.I/ B. CITY MANAGER - is hereby defined as the City Manager of the CITY. C. PROJECT DIRECTOR - is hereby defined as the director of the PROJECT appointed by the CITY MANAGER. D. PRINCIPAL - is nereby defined as FERNANDO Z. GATELL, P.L.S., INC., 4471 S.W. 75 Avenue, Miami, Florida, 33155, phone 264-4528. Federal Employer I.D. Number 59-2400441. E. PROJECT - is hereby defined as any construction work contracted by the CITY or any miscellaneous department project for which outside survey services are needed and to which the PRINCIPAL has been assigned. F. WORK - is hereby defined as all the professional and technical services to be rendered or provided by the PRINCIPAL for the PROJECT, as described in SECTION III - PROFESSIONAL SERVICES, hereof. G. COMPENSATION - is hereby defined as the amount of money the CITY agrees to pay and the PRINCIPAL agrees to accept as payment in full for all the professional and technical services rendered pursuant to this agreement, to complete the WORK as defined in SECTION III - PROFESSIONAL SERVICES, hereof. - 3 - 90- 920 1� In reference to Section 9 of- this" agreement; t-he-0 ty-,sh-a 1,l" -'- mean the City Manager. L1 El SECTION III - PROFESSIONAL SERVICES A. GENERAL 1. The PRINCIPAL shall act under the direction of the PROJECT DIRECTOR and shall, in close coordination with the CITY, perform the following professional and technical services comprising the WORK and shall be fully responsible for all the professional and technical aspects thereof. The CITY'S review and approval of the WORK will relate only to overall compliance with the general requirements of the PROJECT and whenever the term "Approval by the City" or like term is used in this Agreement, the phraseology shall in no way relieve the PRINCIPAL from any duties or responsibilities under the terms of this 1 Agreement and from using the best engineering/survey services and practices. 2. The PRINCIPAL shall, in the performance of the WORK, comply with all Federal, State and Local codes, ordinances and regulations, pertaining to the PROJECT. Attention is invited to the Federal Wage -Hour Law, Walsh -Healy Act, The Occupational I Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation. 3. Upon receipt of written authorization to proceed with the PROJECT, the PRINCIPAL shall make arrangements to meet with the PROJECT DIRECTOR to discuss the schedule and method of the WORK. All formats for the WORK are to be as presently used by the City of Miami Pubic Works Department -Survey Section unless otherwise directed by the PROJECT DIRECTOR. This is to include but not limited to the field books, note keeping, cut sheets, ' staking etc. 4. In the performance of his WORK, the PRINCIPAL shall observe the following: a. Strive to complete his WORK on the PROJECT within the time allowed by maintaining an adequate staff of qualified employees on the WORK at all times. - 4 - 90-- 920 A � b. Prepare necessary documents, if required, for County, City, State and Federal agencies. c. Cooperate fully with the CITY in order that all phases of the WORK may be properly scheduled and coordinated. d. Report the status of this PROJECT to the PROJECT DIRECTOR upon request, and hold his notes, calculations, and related WORK open to inspection at any time. e. Submit to the PROJECT DIRECTOR one original set of all survey field notes and any other data developed for the purpose of performing the required surveying work required for this PROJECT. The field notes shall be presented in approved Engineer Field Books. f. Hold himself in readiness for general consultation and advice from the date of this AGREEMENT through the completion of the PROJECT. g. Direct his crew chief to make a daily work report to include information required by the PROJECT DIRECTOR and deliver the reports on a daily basis to the Public Works Department Survey Section. B. SCOPE OF WORK The PRINCIPAL'S WORK shall include but not be limited to the following: 1. HIGHWAY - Perform topographical survey including cross sections and related information necessary to accomplish the design and construction phases of the PROJECT. 2. SEWERS - Perform all layout for construction and provide final measurements and final measurement quantity sheets. The PRINCIPAL will be available on a full time basis during underground construction. - 5 - til S 14 3. PARKS - Prepare survey of park for design purposes if necessary and perform layout for construction. 4. STRUCTURES - Perform property survey as is necessary. 5. PLATS - Follow state and local laws and ordinances necessary to provide tentative and final plats of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. 6. DRAFTING - Upon receipt of written authorization from the PROJECT DIRECTOR, the PRINCIPAL shall perform drafting services as required to supplement his field work. Plan and profile and cross-section sheets shall be of the best quality mylar film or cronaflex and shall be furnished by the PRINCIPAL. Other standard blank sheets with the CITY title block imprinted thereof, will be furnished by the CITY when required. SECTION IV - PROJECT COMPLETION TIME When a project has a deadline date and time is of the essence the PROJECT DIRECTOR shall advise the PRINCIPAL and a completion time shall be agreed upon. The services to be rendered by the PRINCIPAL for each such PROJECT shall commence within twenty-four (24) hours upon receipt of notice from the PROJECT DIRECTOR and shall be completed within the time agreed upon. A reasonable extension of the work time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT as stated herein or because of weather, civil disturbance or other reasons beyond the control of the I PRINCIPAL. SECTION V - LENGTH OF AGREEMENT This AGREEMENT shall terminate on January 1, 1993 unless terminated as described in SECTION XIV. In the event the PRINCIPAL is engaged in any PROJECT(S) on the above date, this AGREEMENT shall remain in effect until completion or termination of said PROJECT(S) or until total compensation as outlined in Section VII is depleted, which ever comes first. No new work orders will be issued after the above date. - 6 - 90- 920 4 1* SECTION VI - CITY'S SERVICES AND RESPONSIBILITIES A. The City shall make available to the PRINCIPAL for his inspection, all plats, maps, surveys, aerials, records and other information that the CITY has at it's disposal. B. The CITY shall furnish the use of a field office for each PROJECT during the construction phase when said field office is to be provided under the construction contract. SECTION VII - COMPENSATION FOR SERVICES The CITY agrees to pay and the PRINCIPAL agrees to accept for services rendered pursuant to the PROJECT in accordance with the terms and conditions of this AGREEMENT and all incidental and preliminary work related thereto, fees in accordance with the following schedule: A. For the time of a Four Man Survey Party $400 per 8 hour day B. For the time of a Three Man Survey Party $5CO'per 8 hour day C. For the time of a Two Man Survey Party $450per 8 hour day D. For the time of a Draftsman $ 3ro*per hour E. For the time of a Surveyor -Computer $4o"per hour F. For the time of a Principal -Surveyor $60'per hour G. For the time of a Survey Clerk $30°'per hour H. For the time of a Cadd Operator $ 34"�="per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work and shall also be applicable to any necessary overtime work. Under A, B b C above, a minimum two hours time will be paid for cancellation of the WORK due to inclement weather or other valid reasons after reporting to the site. The CITY retains the right, however, to issue additional work orders as necessary to engage the PRINC.IPAL for the remainder of the day. The total compensation by the CITY to the PRINCIPAL for services provided under the terms of this AGREEMENT shall not exceed $175,000 over the period that the AGREEMENT is in effect. - 7 - 90- 920 SECTION VIII - PAYMENTS The CITY will make monthly payments to the PRINCIPAL in accordance with the fees computed as outlined in SECTION VII for all work performed during the previous calendar months upon receipt of duly certified invoices in triplicate to the PROJECT DIRECTOR. SECTION IX - SCHEDULE OF WORK The CITY shall have the sole right to determine which PROJECT the PRINCIPAL is assigned and which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, shall cover in detail the scope and intent of the proposed surveying services. On certain sewer projects, when directed by the PROJECT DIRECTOR, the PRINCIPAL shall adjust his survey crews daily working hours to better fit the Contractor's schedule. SECTION X - EXTRA WORK If the PRINCIPAL is caused extra work or expense due to the changes ordered after any portion of the WORK is approved by the CITY, such extra WORK shall be the subject of an additional work order. SECTION XI - APPROVAL OF FIELD NOTES AND DRAWINGS The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes, drawings or other written communications submitted by the PRINCIPAL to the CITY for approval. Such approval, revisions or recommendations by the CITY shall not relieve the PRINCIPAL of his responsibility for his WORK. Any errors noted in the field notes or drawings submitted by the PRINCIPAL will be corrected at no additional cost to the CITY. 90- 920 - 8 - A11 certified surveys and other final drawings required under this agreement shall be delivered to the CITY in a reproducible form such as an original Ink drawing on high quality Vellum or a reverse mylar made from an original ink drawing. In either case, the reproducible of Certified Surveys shall be affixed with the Surveyors embossed Seal A Signature. SECTION XII - CONFLICT OF INTEREST A. PRINCIPAL covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. PRINCIPAL further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such i interests on the part of PRINCIPAL or its employees, must be disclosed in writing to CITY. B. PRINCIPAL is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. SECTION XIII - OWNERSHIP OF DOCUMENTS All reports, tracings, plans, field books, survey information maps and other data developed by the PRINCIPAL for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation upon their use and shall be made available by the PRINCIPAL at any time upon request of the CITY. When any work contemplated under this AGREEMENT is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the PROJECT DIRECTOR. Prints of certified surveys that are required for an official submittal such as for building permit or tentative plat shall be provided to the CITY as necessary affixed with the surveyors signature and embossed seal. - 9 - 90- 920 SECTION XIV - TERMINATION AND SUSPENSION OF AGREEMENT A. The CITY retains the right to terminate this Agreement at any time prior to completion of the WORK without penalty to the CITY. In that event termination of this Agreement shall be in writing to the PRINCIPAL and the PRINCIPAL shall be paid for services rendered in each completed calendar month prior to termination in accordance with SECTION VII - COMPENSATION FOR SERVICES and SECTION VIII - PAYMENTS, provided however that the PRINCIPAL is not in default under the terms of this Agreement. If, however, the termination of this Agreement occurs during an incomplete calendar month, then the PRINCIPAL shall be paid for services rendered on a daily basis in such incomplete month provided that the PRINCIPAL is not in default under the terms of 1 this Agreement. B. In the event of termination, all documents, plans, etc., as set forth in SECTION XIII - OWNERSHIP OF DOCUMENTS shall become the property of the CITY, with the same provisions of use as in said SECTION XIII. C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CITY to the PRINCIPAL pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the PRINCIPAL for any other purposes whatsoever without the written consent of the CITY. SECTION XV - AWARD OF AGREEMENT The PRINCIPAL warrants that he has not employed or retained any company or persons to solicit or secure this Agreement, that he has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other considerations contingent upon or resulting from the award or making of this Agreement. - 10 - 9Q-- 920 4' 4 The PRINCIPAL also warrants that to the best of the knowledge and belief no Commission, Mayor or other officer or employee of the CITY is interested directly or indirectly in the profits or emoluments of this Agreement or the job, work, or services for the CITY in connection with the contract or construction of this PROJECT. SECTION XVI - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the CITY and the PRINCIPAL and supercedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument at the discretion of both the CITY and the PRINCIPAL. SECTION XVII - SUCCESSORS AND ASSIGNS I The PRINCIPAL shall make no assignments or transfer of this Agreement, or sublet, assign or transfer any part of the WORK under this Agreement without the written consent of the CITY. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors and assigns. SECTION XVIII - RIGHT TO AUDIT The CITY reserves the right to audit records of the PRINCIPAL pertaining to this Agreement anytime during the prosecution of this Agreement, and for one year after final payment is made under this Agreement. SECTION XIX - INDEMNIFICATION PRINCIPAL shall indemnify and save CITY harmless from and A and c against any and all claims, liabilities, losses, uses of a a action which may arise out of PRINCIPAL'S activities under this Agreement, including all other acts or omissions to act on the part of PRINCIPAL, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorneys' +{ fees, expenses and liabilities incurred in the defense of any ss such claims, or in the investigation thereof. f 90-- 920 7 110 SECTION XX INSURANCE The PRINCIPAL shall maintain during the terms of this Agreement the following insurance: A. Comprehensive General Liability Insurance in amounts not less than $300,000.00 Combined Single Unit for bodily injury and property damage liability and said insurance shall include contractual liability coverage. The City.of Miami shall be named as primary Additional Insured. B. Professional Liability Insurance in a minimum amount of $500,000.00 covering all liability arising out of the terms of this Agreement. The CITY will accept a Claims Made Policy with a five year discovery clause. C. Workers Compensation Insurance in the statutory amounts. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida; which are approved according to specifications of the RISK Management Division of the City of Miami. The PRINCIPAL shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the PRINCIPAL has obtained insurance in the type, amount and classification as required for strict compliance with this SECTION and that no material change or cancellation of the insurance shall be effective without the tnirty (30) days written notice of the CITY. Compliance with the foregoing requirements shall not relieve the PRINCIPAL of his liability and obligations under this Section or under any portion of this Agreement. SECTION XXI - RIGHT OF DECISIONS All- services shall be performed by the PRINCIPAL to the satisfaction of the PROJECT DIRECTOR who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, - 12 - 90- 920 =a y t ri a fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the PROJECT DIRECTOR'S decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the PRINCIPAL does not concur in the judgement of the PROJECT DIRECTOR as to any decision made by him, the PRINCIPAL shall present his written objections to the DIRECTOR OF PUBLIC WORKS and submit to the CITY COMMISSION for approval. SECTION XXII - NON-DISCRIMINATION The PRINCIPAL shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or handicap. The PRINCIPAL shall take t affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, national origin, or handicap. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The PRINCIPAL agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Personnel Officer setting forth the provisions of this Equal Opportunity Clause. SECTION XXIII - CONSTRUCTION OF AGREEMENT The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. SECTION XXIY - INDEPENDENT CONTRACTOR f _ That the PRINCIPAL and his employees and agents shall be deemed to be an independent contractor, and not an agent or PI a employee of the CITY; and shall not attain any rights or benefits �f under the Civil Service or Pension Ordinance of the CITY, or any tt rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. E - 13 - 90- 920 i 3 V' SECTION XXV - NON-DELEGABILITY It is understood and agreed that the obligations undertaken by the PRINCIPAL pursuant to this Agreement shall not be = delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such services or any part thereof by another person or firm. SECTION XXVI - DEFAULT PROVISION In the event that PRINCIPAL shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PRINCIPAL may cancel and terminate this Agreement, and all payments, advances, 1 or other compensation paid to PRINCIPAL by CITY while PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. SECTION XXVIII - MINORITY PROCUREMENT COMPLIANCE The PRINCIPAL acknowledges that he has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. SECTION XXIX - AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. - 14 - 90- 920 A;o IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: Secreta (SEAL) ATTEST: City Clerk APPROVED AS TO CONTENT D art nt of Public Works APPROVED AS TO FORM & CORRECTNESS City Attorney 0.44. FERNANDO Z. GATELL, P.L.S., INC. B Y : President THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY : City Manager APPROVED AS TO INSURANCE REQUIREMENTS Risk Management CORPORATE RESOLUTION WHEREAS, the Board of Directors of FERNANDO Z. GATELL, P.L.S., INC. has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Surveying Services WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF FERNANDO Z. GATELL, P.L.S., INC., that the president and secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for Professional Surveying Services , in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. 1990. IN WITNESS WHEREOF, this ,"l day of WITNESS CHAIRMAN, Board of Directors - 16 - 90-- 920 1 y A G R E E M E N T THIS AGREEMENT made this day of , 1990 by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and BISCAYNE ENGINEERING COMPANY, a Florida for profit corporation hereinafter called the PRINCIPAL. R E C I T A L WHEREAS, the CITY proposes various Sanitary Sewer, Storm Sewer, highway, Park and Structural Projects; and WHEREAS, the CITY can make an allowance in the project expense of each project to finance land survey services; and WHEREAS, the CITY desires to engage five land survey firms to render the necessary professional and technical services, hereinafter called WORK, for the planning, design and construction phases of the PROJECT upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Commission of the City of Miami has by Resolution No. 90-761, dated October 18, 1990 approved the selection of BISCAYNE ENGINEERING COMPANY, as one of the five most qualified firms to provide professional land survey services for the PROJECT and has also authorized the CITY MANAGER to negotiate an Agreement with said firm for the professional and technical services required for the PROJECT. NOW, THEREFORE, the CITY and the PRINCIPAL for the considerations hereinafter set forth, agree and covenant, one unto the other as follows: SECTION I - GENERAL CONDITIONS A. The PRINCIPAL shall proceed with all applicable dispatch in a sound, economical, efficient and professional manner and shall comply with the provisions of all applicable Federal, State and Local laws. !'TTY nr tT w �-I s J U 5.AV NIX( WHEN Ew YFOR FURj PLEASE IDENTIFY REV AS 90- 920 U, E B. The PRINCIPAL shall perform the professional services as hereinafter set forth and in general accordance with the instructions of the CITY as set forth in SECTION III - PROFESSIONAL SERVICES. C. The PROJECT DIRECTOR shall issue written authorization to proceed to the PRINCIPAL for each section of the WORK to be performed hereunder as outlined in "E" below. In case of emergency, however, the CITY reserves the right to issue oral authorization to the PRINCIPAL with the understanding that written confirmation will follow immediately thereafter. D. No specific projects are designated under this contract. The PRINCIPAL shall be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. E. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI PRINCIPAL Public Works Department Biscayne Engineering Attn: John H. Jackson Company 275 N.W. 2 Street 529 West Flagler St. Miami, Florida 33128 Miami, Florida 33130 (305)579-6874 (305)324-7671 F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. H. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. - 2 - 90- 920 14 it I. Should any provisions, paragraphs, sentences, words or phrases contai ned i n thi s Agreement be determi ned by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City Of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, Florida.11 B. CITY MANAGER - is hereby defined as the City Manager of the CITY. C. PROJECT DIRECTOR - is hereby defined as the director of the PROJECT appointed by the CITY MANAGER. D. PRINCIPAL - is hereby defined as BISCAYNE ENGINEERING COMPANY, 529 West Flagler Street, Miami, Florida, 33130, phone 324-7671. Federal Employer I.D. Number 59-0165220. E. PROJECT - is hereby defined as any construction worK contracted by the CITY or any miscellaneous department project for which outside survey services are needed and to which the PRINCIPAL has been assigned. F. WORK - is hereby defined as all the professional and technical services to be rendered or provided by the PRINCIPAL for the PROJECT, as described in SECTION III - PROFESSIONAL SERVICES, hereof. G. COMPENSATION - is hereby defined as the amount of money the CITY agrees to pay and the PRINCIPAL agrees to accept as payment 'in full for all the professional and technical services rendered pursuant to this agreement, to complete the WORK as defined in SECTION III - PROFESSIONAL SERVICES, hereof. - 3 - 90- 920 1� In reference to Section 9 of this agreement, the City shall mean the City Manager. SECTION III - PROFESSIONAL SERVICES A. GENERAL 1. The PRINCIPAL shall act under the direction of the PROJECT DIRECTOR and shall, in close coordination with the CITY, perform the following professional and technical services comprising the WORK and shall be fully responsible for all the professional and technical aspects thereof. The CITY'S review and approval of the WORK will relate only to overall compliance with the general requirements of the PROJECT and whenever the term "Approval by the City" or like term is used in this Agreement, the phraseology shall in no way relieve the PRINCIPAL from any duties or responsibilities under the terms of this 1 Agreement and from using the best engineering/survey services and practices. 2. The PRINCIPAL shall, in the performance of the WORK, comply with all Federal, State and Local codes, ordinances and regulations, pertaining to the PROJECT. Attention is invited to the Federal Wage -Hour Law, Walsh -Healy Act, The Occupational Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation. 3. Upon receipt of written authorization to proceed with the PROJECT, the PRINCIPAL shall make arrangements to meet with the PROJECT DIRECTOR to discuss the schedule and method of the WORK. All formats for the WORK are to be as presently used by the City of Miami Pubic Works Department -Survey Section unless otherwise directed by the PROJECT DIRECTOR. This is to include but not limited to the field books, note keeping, cut sheets, staking etc. 4. In the performance of his WORK, the PRINCIPAL shall observe the following: a. Strive to complete his WORK on the PROJECT within the time allowed by maintaining an adequate staff of qualified employees on the WORK at all times. - 4 - 90-- 920 b. Prepare necessary documents, if required, for County, City, State and Federal agencies. c. Cooperate fully with the CITY in order that all phases of the WORK may be properly scheduled and coordinated. d. Report the status of this PROJECT to the PROJECT DIRECTOR upon request, and hold his notes, calculations, and related WORK open to inspection at any time. e. Submit to the PROJECT DIRECTOR one original set of all survey field notes and any other data developed 1 for the purpose of performing the required surveying work required for this PROJECT. The field notes shall be presented in approved Engineer Field Books. f. Hold himself in readiness for general consultation and advice from the date of this AGREEMENT through the completion of the PROJECT. g. Direct his crew chief to make a daily work report to include information required by the PROJECT DIRECTOR and deliver the reports on a daily basis to the Public Works Department Survey Section. B. SCOPE OF WORK The PRINCIPAL'S WORK shall include but not be limited to the following: 1. HIGHWAY - Perform topographical survey including cross sections and related information necessary to accomplish the design and construction phases of the .PROJECT. 2. SEWERS - Perform all layout for construction and provide final measurements and final measurement quantity sheets. The PRINCIPAL will be available on a full time basis during underground construction. - 5 - 90- 920 �► a 3. PARKS - Prepare survey of park for design purposes if necessary and perform layout for construction. 4. STRUCTURES - Perform property survey as is necessary. 5. PLATS - Follow state and local laws and ordinances necessary to provide tentative and final plats of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. 6. DRAFTING - Upon receipt of written authorization from the PROJECT DIRECTOR, the PRINCIPAL shall perform drafting services as required to supplement his field work. Plan and profile and cross-section sheets shall be of the best quality mylar film or cronaflex and shall be furnished by the PRINCIPAL. Other standard blank sheets with the CITY title block imprinted thereof, will be furnished by the CITY when required. SECTION IV - PROJECT COMPLETION TIME When a project has a deadline date and time is of the essence the PROJECT DIRECTOR shall advise the PRINCIPAL and a completion time shall be agreed upon. The services to be rendered by the PRINCIPAL for each such PROJECT shall commence within twenty-four (24) hours upon receipt of notice from the PROJECT DIRECTOR and shall be completed within the time agreed upon. A reasonable extension of the work time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT as stated herein or because of weather, civil disturbance or other reasons beyond the control of the + PRINCIPAL. SECTION V - LENGTH OF AGREEMENT This AGREEMENT shall terminate on January 1, 1993 unless terminated as described in SECTION XIV. In the event the PRINCIPAL is engaged in any PROJECT(S) on the above date, this AGREEMENT shall remain in effect until completion or termination of said PROJECT(S) or until total compensation as outlined in Section VII is depleted, which ever comes first. No new work orders will be issued after the above date. - 6 - 90- 920 Ll El SECTION VI - CITY'S SERVICES AND RESPONSIBILITIES A. The City shall make available to the PRINCIPAL for his inspection, all plats, maps, surveys, aerials, records and other information that the CITY has at it's disposal. B. The CITY shall furnish the use of a field office for each PROJECT during the construction phase when said field office is to be provided under the construction contract. SECTION VII - COMPENSATION FOR SERVICES The CITY agrees to pay and the PRINCIPAL agrees to accept for services rendered pursuant to the PROJECT in accordance with the terms and conditions of this AGREEMENT and all incidental and preliminary work related thereto, fees in accordance with the following schedule: A. For the time of a Four Man Survey Party $640.00per 8 hour day B. For the time of a Three Man Survey Party $550.00per 8 hour day C. For the time of a Two Man Survey Party $450.00per 8 hour day D. For the time of a Draftsman $35.00per hour E. For the time of a Surveyor -Computer $40.00per hour F. For the time of a Principal -Surveyor $65.00per hour G. For the time of a Survey Clerk $32.00per hour N. For the time of a Cadd Operator $35.00per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work and shall also be applicable to any necessary overtime work. Under A, B b C above, a minimum two hours time will be paid for cancellation of the WORK due to inclement weather or other valid reasons after reporting to the site. The CITY retains the right, however, to Issue additional work orders as necessary to engage the PRINCIPAL, for the remainder of the day. The total compensation by the CITY to the PRINCIPAL for services provided under the terms of this AGREEMENT shall not exceed $175,000 over the period that the AGREEMENT is in effect. - 7 - 90- 020 SECTION VIII - PAYMENTS The CITY will make monthly payments to the PRINCIPAL in accordance with the fees computed as outlined in SECTION VII for all work performed during the previous calendar months upon receipt of duly certified invoices in triplicate to the PROJECT DIRECTOR. SECTION IX - SCHEDULE OF WORK The CITY shall have the sole right to determine which PROJECT the PRINCIPAL is assigned and which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, shall cover in detail the scope and intent of the proposed surveying services. On certain sewer projects, when directed by the PROJECT DIRECTOR, the PRINCIPAL shall adjust his survey crews daily working hours to better fit the Contractor's schedule. SECTION X - EXTRA WORK If the PRINCIPAL is caused extra work or expense due to the changes ordered after any portion of the WORK is approved by the CITY, such extra WORK shall be the subject of an additional work order. SECTION XI - APPROVAL OF FIELD NOTES AND DRAWINGS The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes, drawings or other written communications submitted by the PRINCIPAL to the CITY for approval. Such approval, revisions or recommendations by the CITY shall not relieve the PRINCIPAL of his responsibility for his WORK. Any errors noted in the field notes or drawings submitted by the PRINCIPAL will be corrected at no additional cost to the CITY. 90- 920 - 8 - a A11 certified surveys and other final drawings required under this agreement shall be delivered to the CITY in a reproducible form such as an original ink drawing on high quality Vellum or a reverse mylar made from an original ink drawing. In either case, the reproducible of Certified Surveys shall be affixed with the Surveyors embossed Seal b Signature. SECTION XII - CONFLICT OF INTEREST A. PRINCIPAL covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. PRINCIPAL further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such 1 interests on the part of PRINCIPAL or its employees, must be disclosed in writing to CITY. B. PRINCIPAL is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. SECTION XIII - OWNERSHIP OF DOCUMENTS All reports, tracings, plans, field books, survey information maps and other data developed by the PRINCIPAL for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation upon their use and shall be made available by the PRINCIPAL at any time upon request of the CITY. When any work contemplated under this AGREEMENT is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the PROJECT DIRECTOR. Prints of certified surveys that are required for an official submittal such as for building permit or tentative plat shall be provided to the CITY as necessary affixed with the surveyors signature and embossed seal. - 9 - 90-- 920 SECTION XIV - TERMINATION AND SUSPENSION OF AGREEMENT A. The CITY retains the right to terminate this Agreement at any time prior to completion of the WORK without penalty to the CITY. In that event termination of this Agreement shall be in writing to the PRINCIPAL and the PRINCIPAL shall be paid for services rendered in each completed calendar month prior to termination in accordance with SECTION VII - COMPENSATION FOR SERVICES and SECTION VIII - PAYMENTS, provided however that the PRINCIPAL is not in default under the terms of this Agreement. If, however, the termination of this Agreement occurs during an incomplete calendar month, then the PRINCIPAL shall be paid for services rendered on a daily basis in such incomplete month provided that the PRINCIPAL is not in default under the terms of 1 this Agreement. B. In the event of termination, all documents, plans, etc., as set forth in SECTION XIII - OWNERSHIP OF DOCUMENTS shall become the property of the CITY, with the same provisions of use as in said SECTION XIII. C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CITY to the PRINCIPAL pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the PRINCIPAL for any other purposes whatsoever without the written consent of the CITY. SECTION XV - AWARD OF AGREEMENT The PRINCIPAL warrants that he has not employed or retained any company or persons to solicit or secure this Agreement, that he has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other considerations contingent upon or resulting from the award or making of this Agreement. - 10 - 90- 920 a The PRINCIPAL also warrants that to the best of the knowledge and belief no Commission, Mayor or other officer or employee of the CITY is interested directly or indirectly in the profits or emoluments of this Agreement or the job, work, or services for the CITY in connection with the contract or construction of this PROJECT. SECTION XVI - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the CITY and the PRINCIPAL and supercedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument at the discretion of both the CITY and the PRINCIPAL. SECTION XVII - SUCCESSORS AND ASSIGNS 1 The PRINCIPAL shall make no assignments or transfer of this Agreement, or sublet, assign or transfer any part of the WORK under this Agreement without the written consent of the CITY. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors and assigns. SECTION XVIII - RIGHT TO AUDIT The CITY reserves the right to audit records of the PRINCIPAL pertaining to this Agreement anytime during the prosecution of this Agreement, and for one year after final payment is made under this Agreement. SECTION XIX - INDEMNIFICATION PRINCIPAL shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of PRINCIPAL'S activities under this Agreement, including all other acts or omissions to act on the part of PRINCIPAL, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. 90-- 920 SECTION XX - INSURANCE The PRINCIPAL shall maintain during the terms of this Agreement the following insurance: A. Comprehensive General Liability Insurance in amounts not less than $300,000.00 Combined Single Unit for bodily injury and property damage liability and said insurance shall include contractual liability coverage. The City of Miami shall be named as primary Additional Insured. B. Professional Liability Insurance in a minimum amount of $500,000.00 covering all liability arising out of the terms of this Agreement. The CITY will accept a Claims Made Policy with a five year discovery clause. C. WorKers Compensation Insurance in the statutory amounts. A11 insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida; which are approved according to specifications of the RisK Management Division of the City of Miami. The PRINCIPAL shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the PRINCIPAL has obtained insurance in the type, amount and classification as required for strict compliance with this SECTION and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written notice of the CITY. Compliance with the foregoing requirements shall not relieve the PRINCIPAL of his liability and obligations under this Section or under any portion of this Agreement. SECTION XXI - RIGHT OF DECISIONS All' services shall be performed by the PRINCIPAL to the satisfaction of the PROJECT DIRECTOR who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, - 12 - 90- 920 fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the PROJECT DIRECTOR'S decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the PRINCIPAL does not concur in the judgement of the PROJECT DIRECTOR as to any decision made' by him, the PRINCIPAL shall present his written objections to the DIRECTOR OF PUBLIC WORKS and submit to the CITY COMMISSION for approval. SECTION XXII - NON-DISCRIMINATION The PRINCIPAL shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or handicap. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, national origin, or handicap. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The PRINCIPAL agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Personnel Officer setting forth the provisions of this Equal Opportunity Clause. SECTION XXIII - CONSTRUCTION OF AGREEMENT The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. SECTION XXIV - INDEPENDENT CONTRACTOR That the PRINCIPAL and his employees and agents shall be deemed to be an independent contractor, and not an agent or employee of the CITY; and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. • 13 - 90- 920 3 ^; SECTION XXV - NON-DELEGABILITY It is understood and agreed that the obligations undertaken by the PRINCIPAL pursuant to this Agreement shall not be delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such services or any part thereof by another person or firm. SECTION XXVI - DEFAULT PROVISION In the event that PRINCIPAL shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PRINCIPAL may cancel and terminate this Agreement, and all payments, advances, i or other compensation paid to PRINCIPAL by CITY while PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. SECTION XXVIII - MINORITY PROCUREMENT COMPLIANCE The PRINCIPAL acknowledges that he has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. i SECTION XXIX - AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 46 4w IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: BISCAYNE ENGINEERING COMPANY Secret ry President (SEAL) ATTEST: City Clerk APPROVED AS CONTENT 1 De.pa'r-LSelnt of Public Works APPROVED AS TO FORM & CORRECTNESS City Attorney Id THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY : City Manager APPROVED AS TO INSURANCE REQUIREMENTS Risk Management — 15 — 90-- 920 CORPORATE RESOLUTION WHEREAS, the Board of Directors of BISCAYNE ENGINEERING COMPANY has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Surveying Services WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF BISCAYNE ENGINEERING COMPANY, that the president and secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for Professional Surveying Services , in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this ,2 day of 1Vfde Zf1 - , 1990. CHAIRMAN, Board of Directors 0 L 61- __:: I /r C� - 16 - 90-- 920 A G R E E M E N T THIS AGREEMENT made this day of , 1990 by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and MANUEL G. VERA & ASSOCIATES, INC., a Florida for profit corporation hereinafter called the PRINCIPAL. R E C I T A L WHEREAS, the CITY proposes various Sanitary Sewer, Storm Sewer, Highway, Park and Structural Projects; and WHEREAS, the CITY can make an allowance in the project expense of each project to finance land survey services; and WHEREAS, the CITY desires to engage five land survey firms to render the necessary professional and technical services, hereinafter called WORK, for the planning, design and construction phases of the PROJECT upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Commission of the City of Miami has by Resolution No. 90-761, dated October 18, 1990 approved the selection of MANUEL G. VERA & ASSOCIATES, INC., as one of the five most qualified firms to provide professional land survey services for the PROJECT and has also authorized the CITY MANAGER to negotiate an Agreement with said firm for the professional and technical services required for the PROJECT. NOW, THEREFORE, the CITY and the PRINCIPAL for the considerations hereinafter set forth, agree and covenant, one unto the other as follows: SECTION I - GENERAL CONDITIONS A. The PRINCIPAL shall proceed with all applicable dispatch in a sound, economical, efficient and professional manner and shall comply with the provisions of all applicable Federal, State and Local laws. WHEN RET PRNING FOR TR REVIEW SE IDENTIFY AS Ak qo- 90- 920 B. The PRINCIPAL shall perform the professional services as hereinafter set forth and in general accordance with the instructions of the CITY as set forth in SECTION III - PROFESSIONAL SERVICES. C. The PROJECT DIRECTOR shall issue written authorization to proceed to the PRINCIPAL for each section of the WORK to be performed hereunder as outlined in "E" below. In case of emergency, however, the CITY reserves the right to issue oral authorization to the PRINCIPAL with the understanding that written confirmation will follow immediately thereafter. D. No specific projects are designated under this contract. The PRINCIPAL shall be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. E. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI PRINCIPAL Public or s Department Manuel G". Vera & Attn: John H. Jackson Associates, Inc. i 275 N.W. 2 Street 5201 N.W. 74 Avenue Miami, Florida 33128 Miami, Florida 33166 (305)579-6874 (305)591-3364 F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. In the event of conflict between the terms of this Agreement and any terms or conditions contained In any attached documents, the terms in this Agreement shall rule. H. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. - 2 - 90- 920 I. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent Jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City Of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, Florida.l1 B. CITY MANAGER - is hereby defined as the City Manager of the CITY. C. PROJECT DIRECTOR - is hereby defined as the director of the PROJECT appointed by the CITY MANAGER. D. PRINCIPAL - is hereby defined as MANUEL G. VERA & ASSOCIATES, INC., 5201 N.W. 74 Avenue, Miami, Florida 33166, phone 591-3364. Federal Employer I.D. Number 59-1741639. E. PROJECT - is hereby defined as any construction worK contracted by the CITY or any miscellaneous department project for which outside survey services are needed and to which the PRINCIPAL has been assigned. F. WORK - is hereby defined as all the professional and technical services to be rendered or provided by the PRINCIPAL for the PROJECT, as described in SECTION III - PROFESSIONAL SERVICES, hereof. G. COMPENSATION - is hereby defined as the amount of money the CITY agrees to pay and the PRINCIPAL agrees to accept as payment. in full for all the professional and technical services rendered pursuant to this agreement, to complete the WORK as defined in SECTION III - PROFESSIONAL SERVICES, hereof. - 3 - 90- 920 In reference to section, 9 of this agreement; the -city- s•h,e141,- mean the City Manager. SECTION III - PROFESSIONAL SERVICES A. GENERAL 1. The PRINCIPAL shall act under the direction of the PROJECT DIRECTOR and shall, in close coordination with the CITY, perform the following professional and technical services comprising the WORK and shall be fully responsible for all the professional and technical aspects thereof. The CITY'S review and approval of the WORK will relate only to overall compliance with the general requirements of the PROJECT and whenever the term "Approval by the City" or like term is used in this Agreement, the phraseology shall in no way relieve the PRINCIPAL from any duties or responsibilities under the terms of this Agreement and from using the best engineering/survey services and practices. 2. The PRINCIPAL shall, in the performance of the WORK, comply with all Federal, State and Local codes, ordinances and regulations, pertaining to the PROJECT. Attention is invited to the Federal Wage -Hour Law, Walsh -Healy Act, The Occupational Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation. 3. Upon receipt of written authorization to proceed with the PROJECT, the PRINCIPAL shall make arrangements to meet with the PROJECT DIRECTOR to discuss the schedule and method of the WORK. All formats for the WORK are to be as presently used by the City of Miami Pubic Works Department -Survey Section unless otherwise directed by the PROJECT DIRECTOR. This is to include but not limited to the field books, note keeping, cut sheets, staking etc. 4. In the performance of his WORK, the PRINCIPAL shall observe the following: a. Strive to complete his WORK on the PROJECT within the time allowed by maintaining an adequate staff of qualified employees on the WORK at all times. - 4 - 90- 920 b. Prepare necessary documents, if required, for County, City, State and Federal agencies. c. Cooperate fully with the CITY in order that all phases of the WORK may be properly scheduled and coordinated. d. Report the status of this PROJECT to the PROJECT DIRECTOR upon request, and hold his notes, calculations, and related WORK open to inspection at any time. e. Submit to the PROJECT DIRECTOR one original set of all survey field notes and any other data developed for the purpose of performing the required surveying work required for this PROJECT. The field notes shall be presented in approved Engineer Field Books. f. Hold himself in readiness for general consultation and advice from the date of this AGREEMENT through the completion of the PROJECT. g. Direct his crew chief to make a daily work report to include information required by the PROJECT DIRECTOR and deliver the reports on a daily basis to the Public Works Department Survey Section. B. SCOPE OF WORK The PRINCIPAL'S WORK shall include but not be limited to the following: 1. HIGHWAY - Perform topographical survey including cross sections and related information necessary to accomplish the design and construction phases of the PROJECT. 2. SEWERS - Perform all layout for construction and provide final measurements and final measurement quantity sheets. The PRINCIPAL will be available on a full time basis during underground construction. 90- 920 ;S 7 0 3. PARKS - Prepare survey of park for design purposes if necessary and perform layout for construction. 4. STRUCTURES - Perform property survey as is necessary. S. PLATS - Follow state and local laws and ordinances necessary to provide tentative and final plats of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. 6. DRAFTING - Upon receipt of written authorization from the PROJECT DIRECTOR, the PRINCIPAL shall perform drafting services as required to supplement his field work. Plan and profile and cross-section sheets shall be of the best quality mylar film or cronaflex and shall be furnished by the PRINCIPAL. Other standard blank sheets with the CITY title block imprinted thereof, will be furnished by the CITY when required. SECTION IV - PROJECT COMPLETION TIME When a project has a deadline date and time is of the essence the PROJECT DIRECTOR shall advise the PRINCIPAL and a completion time shall be agreed upon. The services to be rendered by the PRINCIPAL for each such PROJECT shall commence within twenty-four (24) hours upon receipt of notice from the PROJECT DIRECTOR and shall be completed within the time agreed upon. A reasonable extension of the work time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT as stated herein or because of weather, civil disturbance or other reasons beyond the control of the PRINCIPAL. SECTION V - LENGTH OF AGREEMENT This AGREEMENT shall terminate on January 1, 1993 unless terminated as described in SECTION XIV. In the event the PRINCIPAL is engaged in any PROJECT(S) on the above date, this AGREEMENT shall remain in effect until completion or termination of said PROJECT(S) or until total compensation as outlined in Section VII is depleted, which ever comes first. No new work orders will be issued after the above date. - 6 - 90- 920 SECTION VI - CITY'S SERVICES AND RESPONSIBILITIES A. The City shall make available to the PRINCIPAL for his inspection, all plats, maps, surveys, aerials, records and other Information that the CITY has at it's disposal. B. The CITY shall furnish the use of a field office for each PROJECT during the construction phase when said field office is to be provided under the construction contract. SECTION VII - COMPENSATION FOR SERVICES The CITY agrees to pay and the PRINCIPAL agrees to accept for services rendered pursuant to the PROJECT in accordance with 1 the terms and conditions of this AGREEMENT and all incidental and preliminary work related thereto, fees in accordance with the following schedule: A. For the time of a Four Man Survey Party $620 per 8 hour day B. For the time of a Three Man Survey Party $520 per 8 hour day C. For the time of a Two Man Survey Party $ 440 per 'B hour day D. For the time of a Draftsman $25 per hour E. For the time of a Surveyor -Computer $ 35 per hour F. For the time of a Principal -Surveyor $55 per hour ` G. For the time of a Survey Clerk $25 per hour �i H. For the time of a Cadd Operator $ 30 per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work and shall also be applicable to any necessary overtime work. Under A, B & C above, a minimum two hours time will be paid for cancellation of the WORK due to inclement weather or other valid reasons after reporting to the site. The CITY retains the right, however, to issue additional work orders as necessary to engage the PRINCIPAL for the remainder of the day. The total compensation by the CITY to the PRINCIPAL for services provided under the terms of this AGREEMENT shall not exceed $175,000 over the period that the AGREEMENT is in effect. 90- 920 SECTION VIII - PAYMENTS The CITY will make monthly payments to the PRINCIPAL in accordance with the fees computed as outlined in SECTION VII for all work performed during the previous calendar months upon receipt of duly certified invoices in triplicate to the PROJECT DIRECTOR. SECTION IX - SCHEDULE OF WORK The CITY shall have the sole right to determine which PROJECT the PRINCIPAL is assigned and which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, shall cover in detail the scope and intent of the proposed surveying services. On certain sewer projects, when directed by the PROJECT DIRECTOR, the PRINCIPAL shall adjust his survey crews daily working hours to better fit the Contractor's schedule. SECTION X - EXTRA WORK i If the PRINCIPAL is caused extra work or expense due to the changes ordered after any portion of the WORK is approved by the CITY, such extra WORK shall be the subject of an additional work order. SECTION XI - APPROVAL OF FIELD NOTES AND DRAWINGS The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes, drawings or other written communications submitted by the PRINCIPAL to the CITY for approval. Such approval, revisions or recommendations by the CITY shall not relieve the PRINCIPAL of his responsibility for his WORK. Any errors noted in the field notes or drawings submitted by the PRINCIPAL will be corrected at no additional cost to the CITY. i :9 yy A 90- 920 - 8 - i A 9 A11 certified surveys and other final drawings required under this agreement shall be delivered to the CITY in a reproducible form such as an original ink drawing on high quality Vellum or a reverse mylar made from an original ink drawing. In either case, the reproducible of Certified Surveys shall be affixed with the Surveyors embossed Seal & Signature. SECTION XII - CONFLICT OF INTEREST A. PRINCIPAL covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. PRINCIPAL further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such Interests on the part of PRINCIPAL or its employees, must be disclosed in writing to CITY. B. PRINCIPAL is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. SECTION XIII - OWNERSHIP OF DOCUMENTS All reports, tracings, plans, field books, survey information maps and other data developed by the PRINCIPAL for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation upon their use and shall be made available by the PRINCIPAL at any time upon request of the CITY. When any work contemplated under this AGREEMENT is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the PROJECT DIRECTOR. Prints of certified surveys that are required for an official submittal such as for building permit or tentative plat shall be provided to the CITY as necessary affixed with the surveyors signature and embossed seal. - 9 - 90--- 920 1 �f SECTION XIV - TERMINATION AND SUSPENSION OF AGREEMENT A. The CITY retains the right to terminate this Agreement at any time prior to completion of the WORK without penalty to the CITY. In that event termination of this Agreement shall be in writing to the PRINCIPAL and the PRINCIPAL shall be paid for services rendered in each completed calendar month prior to termination in accordance with SECTION VII - COMPENSATION FOR SERVICES and SECTION VIII - PAYMENTS, provided however that the PRINCIPAL is not in default under the terms of this Agreement. If, however, the termination of this Agreement occurs during an incomplete calendar month, then the PRINCIPAL shall be paid for services rendered on a daily basis in such incomplete month provided that the PRINCIPAL is not in default under the terms of this Agreement. B. In the event of termination, all documents, plans, etc., as set forth in SECTION XIII - OWNERSHIP OF DOCUMENTS shall become the property of the CITY, with the same provisions of use as in said SECTION XIII. C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CITY to the PRINCIPAL pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the PRINCIPAL for any other purposes whatsoever without the written consent of the CITY. SECTION XV - AWARD OF AGREEMENT The PRINCIPAL warrants that he has not employed or retained any company or persons to solicit or secure this Agreement, that he has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other considerations contingent upon or resulting from the award or making of this Agreement. - 10 - 9o- 920 The PRINCIPAL also warrants that to the best of the knowledge and belief no Commission, Mayor or other officer or employee of the CITY is interested directly or indirectly in the profits or emoluments of this Agreement or the job, work, or services for the CITY in connection with the contract or construction of this PROJECT. SECTION XVI - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the CITY and the PRINCIPAL and supercedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument at the discretion of both the CITY and the PRINCIPAL. SECTION XYII - SUCCESSORS AND ASSIGNS The PRINCIPAL shall make no assignments or transfer of this Agreement, or sublet, assign or transfer any part of the WORK under this Agreement without the written consent of the CITY. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors and assigns. SECTION XVIII - RIGHT TO AUDIT The CITY reserves the right to audit records of the PRINCIPAL pertaining to this Agreement anytime during the i prosecution of this Agreement, and for one year after final payment is made under this Agreement. SECTION XIX - INDEMNIFICATION PRINCIPAL shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of PRINCIPAL'S activities under this Agreement, including all other acts or omissions to act on the part of PRINCIPAL, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. 90- 920 SECTION XX - INSURANCE The PRINCIPAL shaii maintain during the terms of this Agreement the following insurance: A. Comprehensive General Liability Insurance in amounts not less than $300,000.00 Combined Single Unit for bodily injury and property damage liability and said insurance shall include contractual liability coverage. The City of Miami shall be named as primary Additional Insured. B. Professional Liability Insurance in a minimum amount of $500,000.00 covering all liability arising out of the terms of this Agreement. The CITY will accept a Claims Made Policy with a five year discovery clause. C. WorKers Compensation Insurance in the statutory amounts. A11 insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida; which are approved according to specifications of the RisK Management Division of the City of Miami. The PRINCIPAL shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the PRINCIPAL has ' obtained insurance in the type, amount and classification as required for strict compliance witn this SECTION and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written notice of the CITY. Compliance with the foregoing requirements shall not relieve the PRINCIPAL of his liability and obligations under this Section or under any portion of this Agreement. SECTION XXI - RIGHT OF DECISIONS All services shall be performed by the PRINCIPAL to the satisfaction of the PROJECT DIRECTOR who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, - 12 - 90- 920 lb fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the PROJECT DIRECTOR'S decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the PRINCIPAL does not concur in the judgement of the PROJECT DIRECTOR as to any decision made by him, the PRINCIPAL shall present his written objections to the DIRECTOR OF PUBLIC WORKS and submit to the CITY COMMISSION for approval. SECTION XXII - NON-DISCRIMINATION The PRINCIPAL shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or handicap. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, national origin, or handicap. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The PRINCIPAL agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Personnel Officer setting forth the provisions of this Equal Opportunity Clause. SECTION XXIII - CONSTRUCTION OF AGREEMENT The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. SECTION XXIY - INDEPENDENT CONTRACTOR That the PRINCIPAL and his employees and agents shall be deemed to be an independent contractor, and not an agent or employee of the CITY; and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. - 13 - 90-- 920 a �s SECTION XXV - NON-DELEGABILITY It is understood and agreed that the obligations undertaken by the PRINCIPAL pursuant to this Agreement shall not be delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such services or any part thereof by another person or firm. SECTION XXVI - DEFAULT PROVISION In the event that PRINCIPAL shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PRINCIPAL may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to PRINCIPAL by CITY while PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. SECTION XXVIII - MINORITY PROCUREMENT COMPLIANCE The PRINCIPAL acknowledges that he has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. SECTION XXIX - AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. - 14 - 90- 920 IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: e CT eta ry (SEAL) ATTEST: City er APPROVEDLAS TO CONTENT p�wtmerrt oT Nu o 1 1 c WO APPROVED AS TO FORM & CORRECTNESS City Attorney - MANUEL G. VERA & ASSOCIATES, INC. /' W.;W,4m THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: city manager APPROVED AS TO INSURANCE REQUIREMENTS RISK Management - is - 50- 920 E CORPORATE RESOLUTION WHEREAS, the Board of Directors of MANUEL G. VERA & ASSOCIATES, INC. has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Surveying Services . WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF MANUEL G. VERA & ASSOCIATES, INC. , that the president and secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for Professional Surveying Services , in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. 1990. IN WITNESS WHEREOF, this _day of A!2aA4 A , - 16 - CHAIRMAN, Board of Directors 9Q-- 920 A G R E E M E N T THIS AGREEMENT made this day of , 1990 by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and LANNES & GARCIA, INC., a Florida for profit corporation hereinafter called the PRINCIPAL. R E C I T A L WHEREAS, the CITY proposes various Sanitary Sewer, Storm Sewer, Highway, Park and Structural Projects; and WHEREAS, the CITY can make an allowance in the project expense of each project to finance land survey services; and WHEREAS, the CITY desires to engage five land survey firms to render the necessary professional and technical services, hereinafter called WORK, for the planning, design and construction phases of the PROJECT upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Commission of the City of Miami has by Resolution No. 90-761, dated October 18, 1990 approved the j selection of LANNES & GARCIA, INC., as one of the five most qualified firms to provide professional land survey services for ■ the PROJECT and has also authorized the CITY MANAGER to negotiate an Agreement with said firm for the professional and technical services required for the PROJECT. NOW, THEREFORE, the CITY and the PRINCIPAL for the considerations hereinafter set forth, agree and covenant, one unto the other as follows: SECTION I - GENERAL CONDITIONS A. The PRINCIPAL shall proceed with all applicable dispatch in a sound, economical, efficient and professional manner and shall comply with the provisions of all applicable Federal, State and Local laws. R VrIjt% RETURHING FOR FURTi .R CJT /-)V ,•. , Ti REVIEVVI PLEASE IDENTIFY AS c10 - Ll #Vww� so-- 920 B. The PRINCIPAL shall perform the professional services as hereinafter set forth and in general accordance with the instructions of the CITY as set forth in SECTION III - PROFESSIONAL SERVICES. C. The PROJECT DIRECTOR shall issue written authorization to proceed to the PRINCIPAL for each section of the WORK to be performed hereunder as outlined in "E" below. In case of emergency, however, the CITY reserves the right to issue oral authorization to the PRINCIPAL with the understanding that written confirmation will follow immediately thereafter. D. No specific projects are designated under this contract. The PRINCIPAL shall be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. E. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Public Works Department Attn: John H. Jackson 275 N.W. 2 Street Miami, Florida 33128 (305)579-6874 PRINCIPAL Lannes & Garcia, Inc. 359 Alcazar Avenue Coral Gables, FL 33134 (305)666-7909 F. Title and paragraph headings are •for convenient reference and are not a part of this Agreement. G. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents; the terms in this Agreement shall rule. H. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. - 2 - 94- 920 I. Should any provisions, paragraphs, sentences, words or phrases contained In this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, F1orida.1/ B. CITY MANAGER - is hereby defined as the City Manager of the CITY. C. PROJECT DIRECTOR - is hereby defined as the director of the PROJECT appointed by the CITY MANAGER. D. PRINCIPAL - is hereby defined as LANNES & GARCIA, INC., 359 Alcazar Avenue, Coral Gables, Florida 33134, phone 666-7909. Federal Employer I.D. Number WC-99640221. E. PROJECT - is hereby defined as any construction worK contracted by the CITY or any miscellaneous department project for which outside survey services are needed and to which the PRINCIPAL has been assigned. F. WORK - is hereby defined as all the professional and technical services to be rendered or provided by the PRINCIPAL for the PROJECT, as described in SECTION III - PROFESSIONAL SERVICES, hereof. G. COMPENSATION - is hereby defined as the amount of money the CITY agrees to pay and the PRINCIPAL agrees to accept as payment in full for all the professional and technical services rendered pursuant to this agreement, to complete the WORK as defined in SECTION III - PROFESSIONAL SERVICES, hereof. - 3 - 90— 920 In reference to Section 9' of this* agreement; the, Ct-ty-, shatt- mean the City Manager. SECTION III - PROFESSIONAL SERVICES A. GENERAL 1. The PRINCIPAL shall act under the direction of the PROJECT DIRECTOR and shall, in close coordination with the CITY, perform the following professional and technical services comprising the WORK and shall be fully responsible for all the professional and technical aspects thereof. The CITY'S review and approval of the WORK will relate only to overall compliance with the general requirements of the PROJECT and whenever the term "Approval by the City" or like term is used in this Agreement, the phraseology shall in no way relieve the PRINCIPAL from any duties or responsibilities under the terms of this f Agreement and from using the best engineering/survey services and practices. 2. The PRINCIPAL shall, in the performance of the WORK, comply with all Federal, State and Local codes, ordinances and regulations, pertaining to the PROJECT. Attention is invited to the Federal Wage -Hour Law, Walsh -Healy Act, The Occupational Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation. 3. Upon receipt of written authorization to proceed with the PROJECT, the PRINCIPAL shall make arrangements to meet with the PROJECT DIRECTOR to discuss the schedule and method of the WORK. All formats for the WORK are to be as presently used by the City of Miami Pubic Works Department -Survey Section unless otherwise directed by the PROJECT DIRECTOR. This is to include but not limited to the field books, note keeping, cut sheets, staking etc. 4. In the performance of his WORK, the PRINCIPAL shall observe the following: a. Strive to complete his WORK on the PROJECT within the time allowed by maintaining an adequate staff of qualified employees on the WORK at all times. -4- 90- 920 b. Prepare necessary documents, if required, for County, City, State and Federal agencies. c. Cooperate fully with the CITY in order that all phases of the WORK may be properly scheduled and coordinated. d. Report the status of this PROJECT to the PROJECT DIRECTOR upon request, and hold his notes, calculations, and related WORK open to inspection at any time. e. Submit to the PROJECT DIRECTOR one original set of all survey field notes and any other data developed for the purpose of performing the required surveying work required for this PROJECT. The field notes shall be presented in approved Engineer Field Books. f. Hold himself in readiness for general consultation and advice from the date of this AGREEMENT through the completion of the PROJECT. g. Direct his crew chief to make a daily work report to include information required by the PROJECT DIRECTOR and deliver the reports on a daily basis to the Public Works Department Survey Section. B. SCOPE OF WORK The PRINCIPAL'S WORK shall include but not be limited to the following: 1. HIGHWAY - Perform topographical survey including cross sections and related information necessary to accomplish the design and construction phases of the .PROJECT. 2. SEWERS - Perform all layout for construction and provide final measurements and final measurement quantity sheets. The PRINCIPAL will be available on a full time basis during underground construction. 5 . 90- 920 0 3. PARKS - Prepare survey of park for design purposes if necessary and perform layout for construction. 4. STRUCTURES - Perform property survey as is necessary. 5. PLATS - Follow state and local laws and ordinances necessary to provide tentative and final plats of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. 6. DRAFTING - Upon receipt of written authorization from the PROJECT DIRECTOR, the PRINCIPAL shall perform drafting services as required to supplement his field work. Plan and profile and cross-section sheets shall be of the best quality mylar film or cronaflex and shall be furnished by the PRINCIPAL. Other standard blank sheets with the CITY title block imprinted thereof, will be furnished by the CITY when required. SECTION IV - PROJECT COMPLETION TIME When a project has a deadline date and time is of the essence the PROJECT DIRECTOR shall advise the PRINCIPAL and a completion time shall be agreed upon. The services to be rendered by the PRINCIPAL for each such PROJECT shall commence within twenty-four (24) hours upon receipt of notice from the PROJECT DIRECTOR and shall be completed within the time agreed upon. A reasonable extension of the work time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT as stated herein or because of weather, civil disturbance or other reasons beyond the control of the + PRINCIPAL. SECTION V - LENGTH OF AGREEMENT This AGREEMENT shall terminate on January 1, 1993 unless terminated as described in SECTION XIV. In the event the PRINCIPAL is engaged in any PROJECT(S) on the above date, this AGREEMENT shall remain in effect until completion or termination of said PROJECT(S) or until total compensation as outlined in Section VII is depleted, which ever comes first. No new work orders will be issued after the above date. 90-- 920 " 1 4 SECTION VI - CITY'S SERVICES AND RESPONSIBILITIES A. The City shall make available to the PRINCIPAL for his inspection, all plats, maps, surveys, aerials, records and other information that the CITY has at it's disposal. B. The CITY shall furnish the use of a field office for each PROJECT during the construction phase when said field office is to be provided under the construction contract. SECTION VII - COMPENSATION FOR SERVICES The CITY agrees to pay and the PRINCIPAL agrees to accept for services rendered pursuant to the PROJECT in accordance with the terms and conditions of this AGREEMENT and all incidental and preliminary work related thereto, fees in accordance with the following schedule: A. For the time of a Four Man Survey Party $520.per 8 hour day B. For the time of a Three Man Survey Party $460.per 8 hour day C. For the time of a Two Man Survey Party $400.per 8 hour day D. For the time of a Draftsman $20.per hour E. For the time of a Surveyor -Computer $25.per hour F. For the time of a Principal -Surveyor $30.per hour G. For the time of a Survey Clerk $15.per hour N. For the time of a Cadd Operator $20. per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work and shall also be applicable to any necessary overtime work. Under A, B b C above, a minimum two hours time will be paid for cancellation of the WORK due to inclement weather or other valid + reasons after reporting to the site. The CITY retains the right, however, to issue additional work orders as necessary to engage the PRINCIPAL for the remainder of the day. The total compensation by the CITY to the PRINCIPAL for services provided under the terms of this AGREEMENT shall not exceed $175,000 over the period that the AGREEMENT is in effect. *^s 1. 7 90-- 920 SECTION VIII - PAYMENTS The CITY will make monthly payments to the PRINCIPAL in accordance with the fees computed as outlined in SECTION VII for all work performed during the previous calendar months upon receipt of duly certified invoices in triplicate to the PROJECT DIRECTOR. SECTION IX - SCHEDULE OF WORK The CITY shall have the sole right to determine which PROJECT the PRINCIPAL is assigned and which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, shall cover in detail the scope and intent of the proposed surveying services. On certain sewer projects, when directed by the PROJECT DIRECTOR, the PRINCIPAL shall adjust his survey crews daily working hours to better fit the Contractor's schedule. SECTION X - EXTRA WORK If the PRINCIPAL is caused extra work or expense due to the changes ordered after any portion of the WORK is approved by the CITY, such extra WORK shall be the subject of an additional work order. SECTION XI - APPROVAL OF FIELD NOTES AND DRAWINGS The CITY agrees that within thirty (30) days after delivery .t to approve, reject, or return with indicated suggested revisions 4j or recommendations, all field notes, drawings or other written communications submitted by the PRINCIPAL to the CITY for r approval. Such approval, revisions or recommendations by the CITY shall not relieve the PRINCIPAL of his responsibility for i his WORK. Any errors noted in the field notes or drawings <; submitted by the PRINCIPAL will be corrected at no additional cost to the CITY. 90- 920 -8 k 4 A11 certified surveys and other final drawings required under this agreement shall be delivered to the CITY in a reproducible form such as an original ink drawing on high quality Vellum or a reverse mylar made from an original ink drawing. In either case, the reproducible of Certified Surveys shall be affixed with the Surveyors embossed Seal A Signature. SECTION XII - CONFLICT OF INTEREST A. PRINCIPAL covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. PRINCIPAL further covenants that, in the performance of this Agreement, no person 1 having such conflicting interest shall be employed. Any such Interests on the part of PRINCIPAL or its employees, must be disclosed in writing to CITY. B. PRINCIPAL is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. SECTION XIII - OWNERSHIP OF DOCUMENTS All reports, tracings, plans, field books, survey information maps and other data developed by the PRINCIPAL for `. the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation upon their use and shall be made available by the PRINCIPAL at any time upon request of the CITY. When any work contemplated under this AGREEMENT is j completed or for any reason terminated prior to completion, all 1 � of the above data shall be delivered to the PROJECT DIRECTOR. Prints of certified surveys that are required for an q -<f official submittal such as for building permit or tentative plat shall be provided to the CITY as necessary affixed with the surveyors signature and embossed seal. �T! 90- 920 �SS Y SECTION XIV - TERMINATION AND SUSPENSION OF AGREEMENT A. The CITY retains the right to terminate this Agreement at any time prior to completion of the WORK without penalty to the CITY. In that event termination of this Agreement shall be in writing to the PRINCIPAL and the PRINCIPAL shall be paid for services rendered in each completed calendar month prior to termination in accordance with SECTION VII - COMPENSATION FOR SERVICES and SECTION VIII - PAYMENTS, provided however that the PRINCIPAL is not in default under the terms of this Agreement. If, however, the termination of this Agreement occurs during an incomplete calendar month, then the PRINCIPAL shall be paid for services rendered on a daily basis in such incomplete month provided that the PRINCIPAL is not in default under the terms of 1 this Agreement. B. In the event of termination, all documents, plans, etc., as set forth in SECTION XIII - OWNERSHIP OF DOCUMENTS shall become the property of the CITY, with the same provisions of use as in said SECTION XIII. C. It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CITY to the PRINCIPAL pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the PRINCIPAL for any other purposes whatsoever without the written consent of the CITY. SECTION XV - AWARD OF AGREEMENT The PRINCIPAL warrants that he has not employed or retained any company or persons to solicit or secure this Agreement, that he has not pai d or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other considerations contingent upon or resulting from the award or making of this Agreement. The PRINCIPAL also warrants that to the best of the knowledge and belief no Commission, Mayor or other officer or employee of the CITY is interested directly or indirectly in the profits or emoluments of this Agreement or the job, work, or services for the CITY in connection with the contract or construction of this PROJECT. SECTION XVI - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the CITY and the PRINCIPAL and supercedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument at the discretion of both the CITY and the PRINCIPAL. SECTION XVII - SUCCESSORS AND ASSIGNS The PRINCIPAL shall make no assignments or transfer of this Agreement, or sublet, assign or transfer any part of the WORK under this Agreement without the written consent of the CITY. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors and assigns. SECTION XVIII - RIGHT TO AUDIT The CITY reserves the right to audit records of the PRINCIPAL pertaining to this Agreement anytime during the prosecution of this Agreement, and for one year after final payment is made under this Agreement. SECTION XIX - INDEMNIFICATION PRINCIPAL shall indemnify and save CITY harmless from and 3 ¢� against any and all claims, liabilities, losses, and causes of action which may arise out of PRINCIPAL'S activities under this Agreement, including all other acts or omissions to act on the part of PRINCIPAL, including any person acting for or on its behalf, and, from and against any orders, judgments, or decrees i which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. 1 i ry' 90 920 =e a SECTION XX - INSURANCE The PRINCIPAL shall maintain during the terms of this Agreement the following insurance: A. Comprehensive General Liability Insurance in amounts not less than $300,000.00 Combined Single Unit for bodily injury and property damage liability and said insurance shall include contractual liability coverage. The City of Miami shall be named as primary Additional Insured. B. Professional Liability Insurance in a minimum amount of $500,000.00 covering all liability arising out of the terms of this Agreement. The CITY will accept a Claims Made Policy with a five year discovery clause. C. WorKers Compensation Insurance in the statutory amounts. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida; which are approved according to specifications of the RisK Management Division of the City of Miami. The PRINCIPAL shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the PRINCIPAL has obtained insurance in the type, amount and classification as required for strict compliance with this SECTION and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written notice of the CITY. Compliance with the foregoing requirements shall not relieve the PRINCIPAL of his liability and obligations under this Section or under any portion of this Agreement. SECTION XXI - RIGHT OF DECISIONS All services shall be performed by the PRINCIPAL to the satisfaction of the PROJECT DIRECTOR who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, 12 - 'f 4-- 920 fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the PROJECT DIRECTOR'S decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the PRINCIPAL does not concur in the judgement of the PROJECT DIRECTOR as to any decision made by him, the PRINCIPAL shall present his written objections to the DIRECTOR OF PUBLIC WORKS and submit to the CITY COMMISSION for approval. SECTION XXII - NON-DISCRIMINATION The PRINCIPAL shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or handicap. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, national origin, or handicap. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The PRINCIPAL agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the a Personnel Officer setting forth the provisions of this Equal L Opportunity Clause. SECTION XXIII - CONSTRUCTION OF AGREEMENT 1 The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. SECTION XXIV - INDEPENDENT CONTRACTOR That the PRINCIPAL and his employees and agents shall be deemed to be an independent contractor, and not an agent or employee of the CITY; and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the CITY, or any rights generally afforded classified or unclassified employees; further they shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. - 13 - 90- 920 -# V SECTION XXV - NON-DELEGABILITY It is understood and agreed that the obligations undertaken by the PRINCIPAL pursuant to this Agreement shall not be delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such services or any part thereof by another person or firm. SECTION XXVI - DEFAULT PROVISION In the event that PRINCIPAL shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PRINCIPAL may cancel and terminate this Agreement, and all payments, advances, I or other compensation paid to PRINCIPAL by CITY while PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. SECTION XXVIII - MINORITY PROCUREMENT COMPLIANCE The PRINCIPAL acknowledges that he has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. SECTION XXIX - AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. - 14 - 90- 920 SECTION XXV - NON-DELEGABILITY It is understood and agreed that the obligations undertaken by the PRINCIPAL pursuant to this Agreement shall not be delegated to any other person or firm unless the CITY shall first consent in writing to the performance of such services or any part thereof by another person or firm. SECTION XXVI - DEFAULT PROVISION In the event that PRINCIPAL shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PRINCIPAL may cancel and terminate this Agreement, and all payments, advances, I or other compensation paid to PRINCIPAL by CITY while PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. SECTION XXVIII - MINORITY PROCUREMENT COMPLIANCE The PRINCIPAL acknowledges that he has been furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. SECTION XXIX - AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. - 14 - 90-- 920 IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: / 1V-r'1"tXT4 Se retary (SEAL) ATTEST: City Clerk APPROVED A TO CONTENT part ent of Public Works APPROVED AS TO FORM & CORRECTNESS City Attorney #+.#J. LANNES & GARCIA, INC. BY 41'r dent THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: City Manager APPROVED AS TO INSURANCE REQUIREMENTS Risk Management - 15 - 90-- 920 0 4 s CORPORATE RESOLUTION WHEREAS, the Board of Directors of LANNES & GARCIA, INC. has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Surveying Services WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF LANNES & GARCIA, INC., that the president and secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for Professional Surveying Services , in accordance with the contract documents furnished by the City of Miami, and for the price and upon the terms and payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, thislV day of �IX, 1990. - 16 - CHAIRMAN, Board of Directors r ; 90- 920 5A ry�1 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO . Honorable Mayor and Members of the City Commission FROM Cesar H. Odio City Manager RECOMMENDATION: CA-6 DATE AI (1 S� � 7 1990 FILE SUBJECT:"L'ay(nd Survey Services for City of Miami Projects - 1991-92" Resolution - Approving Five REFERENC6:reements and Authorizing Execution ENCLOSURES It is respectfully recommended that a resolution be adopted approving five Agreements in substantially the form attached hereto, with Manuel G. Vera & Associates, Inc., Biscayne Engineering Company, Fernando Z. Gatell, P.L.S., Inc., Weidener Surveying & Mapping, and Lannes & Garcia, Inc., for land survey services in connection with City Projects during the 1991-92 calendar years and further authorizing the City Manager to execute those five Agreements. The costs of the services to be paid from the project expenses allocated for each project. BACKGROUND: The City is proposing to contract for a substantial amount of Highway, Sewer and Park construction projects in the immediate future. The Public Works Department is insufficiently staffed to accomplish the survey work required for these projects and.other miscellaneous projects initiated by various departments. The agreements with the five private survey firms negotiated in 1988 expire in January, 1991. It is necessary, therefore, to again engage private firms to provide land survey services for the 1991-92 calendar years. In accordance with City of Miami Ordinance No. 8965 and as authorized by Resolution No. 90-365, dated May 24, 1990, a Competitive Selection Committee interviewed the most qualified firms who responded to its inquiry for survey services and presented them in rank order for consideration. The City Commission by Resolution No. 90-761 dated October 18, 1990 approved the selection of Manuel G. Vera & Associates, Inc., Biscayne Engineering Company, Fernando Z. Gatell, P.L.S., Inc., Weidener Surveying & Mapping, and Lannes & Garcia, Inc., to provide- land survey services for City of Miami projects and directed the City Manager to negotiate a contract with each firm. The proposed resolution will approve the attached five Agreements and authorize the City Manager to execute them. Attachments: Proposed Resolution 90-- 920 Five Agreements