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HomeMy WebLinkAboutR-84-0265J-84- 147 RESOLUTION NO. 84-265 A RENOLUTION AUTHORIZING THE CITY MANAGER TO EXEC E THREE AGREEMENTS, IN SUBSTANTIALLY THE FORMS ATTACHED HERETO, BETWEEN THE CITY OF MIAMI ND BISCAYNE ENGINEERING CO., SCHWEBKE- SHISK_J AND ASSOCIATES, INC., AND CAMPANILE AND AS C IATES, INC. TO PROVIDE PROFESSIONAL SURVEY_N G SERVICES ON A ROTATING BASIS IN CONJUNCT ON WITH CITY CONTRACTED CONSTRUCTION PROJECTS ITH FUNDS THEREFOR ALLOCATED FROM THE PROJECT EVPENSE FOR EACH INDIVIDUAL PROJECT. A WHEREAS, the City proposes to constru Sewer, Storm Sewer, Hi hway, Park and Structura immediate future; and I WHEREAS, it is ecessary for Engineering Land Su .)n firms tar nical services on a rotat of said projects; and WHEREAS, the Cit services as a projec contract funding; d basis f gag 'T three nal and tech - and construction Ncate funds for land surveying om k om individual construction WHEREAS, e City C i sion, by Resolution No. 84-63 on January98 ro the selection of Biscayne Engineering Co., Sch ke- �n WnACsociat s, Inc., and Campanile and Ass to C., a he three most qualified firms to provide essi nal rveying services for said projects and author- d City Manager to negotiate th herein attached Agreements wi aid ms for the professional a technical services required �for t id projects and requested that the said negotiated "Wents be presented for formal ratifi ation and approval; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is her by authorized to execute three agreements, in substantially th forms attached hereto, between the City of Miami and Biscayne ngineering Co., Schwebke-Shiskin and Associates, Inc., and Camp ile and Associates, Inc. to provide Land Surveying services on a rota ing basis for Resclr%jea by M CITY COMMISSION MEETING OF Rescinded by M-84-296 MAR s 1984 lKSOWTIOrt NO. 84-26-L r 0 the design and construction of various City contracted construction projects with funds therefor hereby allocated as a Project expense from each individual project funding. PASSED AND ADOPTED this 8th day of starch 0 1984. PREPARED AND APPROVED BY: CITY ATTORNEY Rescinded by M-84-296 54-26" A G R E E M E N T THIS AGREEMENT made this day of , by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and BISCAYNE ENGINEERING CO., INC., hereinafter called the PRINCIPAL. W I T N E S S E T H WHEREAS, the CITY proposes to construct 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 engineering survey services; and WHEREAS, the CITY desires to engage an engineering/survey firm 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. 84-63, dated January 19, 1984, approved the selection of BISCAYNE ENGINEERING CO. INC., as one of the three most qualified firms to provide professional engineering/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 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. 84-2 74 s f t 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 will issue written authorization to proceed to the PRINCIPAL for each section of the work to be performed hereunder. In case of emergency, 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 will be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, Florida. 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 CO. INC., 529 West Flagler Street, Miami, Florida, 33130, phone 324-7671. E. PROJECT - is hereby defined as any construction work contracted by the CITY 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. - 2 - 84-265 e 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 Public 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. b. Prepare necessary documents, if required, for County, City, State and Federal agencies. 3- 0 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. 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. The PRINCIPAL will be available on a full time basis during underground construction. 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 a final plat of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. - 4 - 84-265 e 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. SECTION IV - PROJECT COMPLETION TIME The services to be rendered by the PRINCIPAL for each PROJECT shall commence within twenty-four (24) hours upon receipt of written notice from the PROJECT DIRECTOR subsequent to the execution of this AGREEMENT and shall be completed within the time stated in the Work Order. 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 remain in effect for one year after the date of this AGREEMENT 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). No new work orders will be issued after the one year period. 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. - 5 - V4-264 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 $460. per 8 hour day B. For the time of a Three Man Survey Party $400. per 8 hour day C. For the time of a Two Man Survey Party $360. per 8 hour day D. For the time of a Draftsman $ 25 per hour E. For the time of a Surveyor -Computer $ 33 per hour F. For the time of a Principal -Surveyor $ 45 per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work except as noted in SECTION XXVII. Under A, B & C above, a minimum four 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 $75,000. over the period that the AGREEMENT is in effect. 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 on which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, in writing, shall cover in detail the scope and intent of the proposed surveying services. - 6 - 84-26E 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 The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes 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. SECTION XII- NOTICES Any notices, or other written communications from the PRINCIPAL to the CITY shall be considered delivered when posted by certified mail or delivered in person to the PROJECT DIRECTOR. Any notice, drawings, or other communication from the CITY to the PRINCIPAL shall be considered delivered when posted by certified mail to the PRINCIPAL at the last address left on file with the CITY, or delivered in person to said PRINCIPAL or his authorized representative. 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 all 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. 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 - 7 - s4--2s4- 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. 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. - 8 - 84-264 The PRINCIPAL shall not engage during the period of this Agreement the services of any professional or technical person who has been at any time during the period of this Agreement in the employ of the CITY. The PRINCIPAL is aware of the conflict of interest law of both the City of Miami and Dade County, Florida, and agrees that he shall fully comply in all respects with the terms of said laws. 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 The PRINCIPAL shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of action arising out of error, omission or negligent act of the PRINCIPAL, its agents, servants, or employees in the performance of services under this Agreement. 9 - 84-265 The Principal shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the CITY when applicable, and shall pay all costs including attorneys's fees and judgements which may issue thereon. 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 $3009000.00 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 Additional Insured. B. Professional Liability Insurance in a minimum amount of $3009000.00 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 certificate 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. - 10 - 84- 26SE 0 01. 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, 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, or national origin. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, or national origin. 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. 84-265 0 011 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 he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. 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 - WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver be in writing signed by the City. The failure of the City of Miami to insist upon the strict performance of any of the provisions or conditions of this Contract, shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. SECTION XXVII - CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subje2t to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. SECTION XXVIII - PAYMENT FOR ADDITIONAL SUPPLIES Payment for the purchase of supplies and/or rental of equipment not usually associated with general survey work will be made by the City on a direct cost reimbursement basis, providing that written approval is first obtained from the City. The City will furnish wooden stakes as necessary. - 12 - 84-265 Li t IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: (SEAL) ATTEST: City Clerk APPROVED AS TO CONTENT Department of Public or s BISCAYNE ENGINEERING CO., INC. v� BY: FF e s i d en THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: City Manager APPROVED AS TO FORM & CORRECTNESS City Attorney APPROVED AS TO INSURANCE REQUIREMENTS Risk anage ent 13 84-265 W t CORPORATE RESOLUTION WHEREAS, the Board of Directors of BISCAYNE ENGINEERING --COMPANY. INC_ has examined terms, conditions, and obligations of the proposed contract with the City of Miami f o r ENGINEERING AND SURVEYING SERVICES WHEREAS, the Board of Directors at a duly held cor— porate 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, 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 ENGINEERING AND 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 con- tract submitted by the City of Miami. IN WITNESS WHEREOF, this 24th, day Of FEBRUARY , 1984 CHAIRMAN bard of Directors GEORAE C. BOLTON 84-265 r A G R E E M E N T THIS AGREEMENT made this day of , by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and SCHWEBKE-SHISKIN & ASSOCIATES, INC. hereinafter called the PRINCIPAL. W I T N E S S E T H WHEREAS, the CITY proposes to construct 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 engineering survey services; and WHEREAS, the CITY desires to engage an engineering/survey firm 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. 84-63, dated January 19, 1984, approved the selection of SCHWEBKE-SHISKIN & ASSOCIATES, INC. as one of the three most qualified firms to provide professional engineering/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 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. - 1 - 84--265 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 will issue written authorization to proceed to the PRINCIPAL for each section of the work to be performed hereunder. In case of emergency, 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 will be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, Florida. 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 SCHWEBKE-SHISKIN & ASSOCIATES, INC., 18800 N.W. 2 Avenue, Miami, Florida, 33169, phone 652-7010. E. PROJECT - is hereby defined as any construction work contracted by the CITY 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. - 2- $4-zsr 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 Public Works Department -Survey Section unless otherwise directed by the PROJECT DIRECTOR. This is to include but not limited to the field books, note keeping, out 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. b. Prepare necessary documents, if required, for County, City, State and Federal agencies. - 3 - 84--265 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 PROJFCT 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. 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. The PRINCIPAL will be available on a full time basis during underground construction. 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 a final plat of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. - 4 - 84- 26�' D b. 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. SECTION IV - PROJECT COMPLETION TIME The services to be rendered by the PRINCIPAL for each PROJECT shall commence within twenty-four (24) hours upon receipt of written notice from the PROJECT DIRECTOR subsequent to the execution of this AGREEMENT and shall be completed within the time stated in the Work Order. 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 remain in effect for one year after the date of this AGREEMENT 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). No new work orders will be issued after the one year period. 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. -5- 84-265 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 $424. per 8 hour day C. For the time of a Two Man Survey Party $340. per 8 hour day D. For the time of a Draftsman $ 24 per hour E. For the time of a Surveyor -Computer $ 30 per hour F. For the time of a Principal -Surveyor $ 55 per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work except as noted in SECTION XXVIII. Under A, B & C above, a minimum four 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 $75,000. over the period that the AGREEMENT is in effect. 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 on which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, in writing, shall cover in detail the scope and intent of the proposed surveying services. - 6 - 84•-266 0 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 The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes 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. SECTION XII- NOTICES Any notices, or other written communications from the PRINCIPAL to the CITY shall be considered delivered when posted by certified mail or delivered in person to the PROJECT DIRECTOR. Any notice, drawings, or other communication from the CITY to the PRINCIPAL shall be considered delivered when posted by certified mail to the PRINCIPAL at the last address left on file with the CITY, or delivered in person to said PRINCIPAL or his authorized representative. 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 all 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. 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 64--26w, -7- 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. 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. - 8 - 84-265 The PRINCIPAL shall not engage during the period of this Agreement the services of any professional or technical person who has been at any time during the period of this Agreement in the employ of the CITY. The PRINCIPAL is aware of the conflict of interest law of both the City of Miami and Dade County, Florida, and agrees that he shall fully comply in all respects with the terms of said laws. 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 The PRINCIPAL shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of action arising out of error, omission or negligent act of the PRINCIPAL, its agents, servants, or employees in the performance of services under this Agreement. - 9 - 84-265. The Principal shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the CITY when applicable, and shall pay all costs including attorneys's fees and judgements which may issue thereon. 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 Additional Insured. B. Professional Liability Insurance in a minimum amount of $300,000.00 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 certificate 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. - 10 - 0 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, 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, or national origin. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, or national origin. 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 palaces, available to employees and applicants for employment, notices to be provided by the Personnel Officer setting forth the provisions of this Equal Opportunity Clause. ,SiECTION XXIII - CONSTRUCTION OF AGREEMENT The parties hereto agree that this Agreement shall be c.anstrued and enforced according to the laws, statutes and case Law of the State of Florida. 84-265 0 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 he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. 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 - WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver be in writing signed by the City. The failure of the City of Miami to insist upon the strict performance of any of the provisions or conditions of this Contract, shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 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 - PAYMENT FOR ADDITIONAL SUPPLIES Payment for the purchase of supplies and/or rental of equipment not usually associated with general survey work will be made by the City on a direct cost reimbursement basis, providing that written approval is first obtained from the City. The City will furnish wooden stakes as necessary. 12 - 84-'265 r 0 2 IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: ecretary (SEAL) ATTEST: City Clerk APPROVED AS TO CONTENT Department of Public -Works SCHWEBKE-SHISKIN & ASSOCIATES, INC. BY: x_:' lc President THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: City anager APPROVED AS TO FORM & CORRECTNESS city orney y APPROVED AS TO INSURANCE REQUIREMENTS hisk Managemtnt 13 - 84--265 U P CORPORATE RESOLUTION WHEREAS, the Board of Directors of SCHWEBKE-SHISKIN & ASSOCIATES, INC, has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Engineering/Survey Services WHEREAS, the Board of Directors at a duly held cor- porate 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 SCHWEBKE-SHISKIN & 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 Engineering/ Survey 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 con- tract submitted by the City of Miami. IN WITNESS WHEREOF, this 27th day of February 19 84 r J( (( Z c L IcL ITNESS CHAI$MAN, Board of Directors �--- Richard P. Shiskin 84--265 A G R E E M E N T THIS AGREEMENT made this day of , by and between THE CITY OF MIAMI, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and CAMPANILE & ASSOCIATES, INC., hereinafter called the PRINCIPAL. W I T N E S S E T H WHEREAS, the CITY proposes to construct 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 engineering survey services; and WHEREAS, the CITY desires to engage an engineering/survey firm 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. 84-63, dated January 19, 1984, approved the selection of CAMPANILE & ASSOCIATES, INC, as one of the three most qualified firms to provide professional engineering/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 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. 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 will issue written authorization to proceed to the PRINCIPAL for each section of the work to be performed hereunder. In case of emergency, 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 will be issued work orders as necessary which shall cover in detail the project and the work to be accomplished. SECTION II - DEFINITIONS A. CITY - is hereby defined as The City of Miami, Florida. 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 CAMPANILE & ASSOCIATES, INC., 16201 S.W. 95 Avenue, Suite 101, Miami, Florida, 33157, phone 251-1711. E. PROJECT - is hereby defined as any construction work contracted by the CITY 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. 2 - 84-26S 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 Public 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. b. Prepare necessary documents, if required, for County, City, State and Federal agencies. 3 - 8, 4o-26 3 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. 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. The PRINCIPAL will be available on a full time basis during underground construction. 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 a final plat of CITY properties with additional requirements when directed by the PROJECT DIRECTOR. - 4 - 84w- 65 W, Es 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. SECTION IV - PROJECT COMPLETION TIME The services to be rendered by the PRINCIPAL for each PROJECT shall commence within twenty-four (24) hours upon receipt of written notice from the PROJECT DIRECTOR subsequent to the execution of this AGREEMENT and shall be completed within the time stated in the Work Order. 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 remain in effect for one year after the date of this AGREEMENT 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). No new work orders will be issued after the one year period. 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. - 5 - 84-265 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 $490. per 8 hour day B. For the time of a Three Man Survey Party $410. per 8 hour day C. For the time of a Two Man Survey Party $330. per 8 hour day D. For the time of a Draftsman $ 30 per hour E. For the time of a Surveyor -Computer $ 40 per hour F. For the time of a Principal -Surveyor $ 55 per hour The above fee schedule shall include all equipment, supplies, materials, tools and labor necessary to complete the work except as noted in SECTION XXVIII. Under A, B & C above, a minimum four 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 $75,000. over the period that the AGREEMENT is in effect. 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 on which units or sections of the PROJECT the PRINCIPAL shall proceed and in what order. Authorization by the CITY, through the PROJECT DIRECTOR, in writing, shall cover in detail the scope and intent of the proposed surveying services. - 6 - 84-265 r11 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 The CITY agrees that within thirty (30) days after delivery to approve, reject, or return with indicated suggested revisions or recommendations, all field notes 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. SECTION XII- NOTICES Any notices, or other written communications from the PRINCIPAL to the CITY shall be considered delivered when posted by certified mail or delivered in person to the PROJECT DIRECTOR. Any notice, drawings, or other communication from the CITY to the PRINCIPAL shall be considered delivered when posted by certified mail to the PRINCIPAL at the last address left on file with the CITY, or delivered in person to said PRINCIPAL or his authorized representative. 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 all 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. 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 $4—z64 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. 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. -8 84-265 The PRINCIPAL shall not engage during the period of this Agreement the services of any professional or technical person who has been at any time during the period of this Agreement in the employ of the CITY. The PRINCIPAL is aware of the conflict of interest law of both the City of Miami and Dade County, Florida, and agrees that he shall fully comply in all respects with the terms of said laws. 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 The PRINCIPAL shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of action arising out of error, omission or negligent act of the PRINCIPAL, its agents, servants, or employees in the performance of services under this Agreement. - 9 - 84--26$ The Principal shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the CITY when applicable, and shall pay all costs including attorneys's fees and judgements which may issue thereon. 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 Additional Insured. B. Professional Liability Insurance in a minimum amount of $300,000.00 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 certificate 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. - 10 - 84--2r6 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, quality, amount, and value thereof, and the PROJECT DIRECTORS 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, or national origin. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, or national origin. 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. 84-2 i 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 he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. 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 - WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver be in writing signed by the City. The failure of the City of Miami to insist upon the strict performance of any of the provisions or conditions of this Contract, shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 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 - PAYMENT FOR ADDITIONAL SUPPLIES Payment for the purchase of supplies and/or rental of equipment not usually associated with general survey work will be made by the City on a direct cost reimbursement basis, providing that written approval is first obtained from the City. The City will furnish wooden stakes as necessary, 12 - 84-'26s 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 he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. 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 - WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver be in writing signed by the City. The failure of the City of Miami to insist upon the strict performance of any of the provisions or conditions of this Contract, shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 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 - PAYMENT FOR ADDITIONAL SUPPLIES Payment for the purchase of supplies and/or rental of equipment not usually associated with general survey work will be made by the City on a direct cost reimbursement basis, providing that written approval is first obtained from the City. The City will furnish wooden stakes as necessary. - 12 - 84-26s 12 IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: CAMPANILE & ASSOCIATES, INC. B YC-.—� -) x-,1_112wo Secretary Presi en . (SEAL) ATTEST: City Clerk APPROVED AS TO CONTENT epar men of'Public Work9 THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: City Manager APPROVED AS TO FORM & CORRECTNESS City AttornFy y.- - 13 - APPROVED AS TO INSURANCE REQUIREMENTS Risk anage n 84-265, R i� IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this AGREEMENT, the day and year first above set forth. ATTEST: CAMPANILE & ASSOCIATES, INC. " ecretary rest en Y (SEAL) ATTEST: City Clerk APPROVED AS TO CONTENT • r epar men of'Public Works THE CITY OF MIAMI (a municipal corporation of the State of Florida) BY: City Manager APPROVED AS TO FORM & CORRECTNESS Ay. City orney Li - 13 - APPROVED AS TO INSURANCE REQUIREMENTS r Risk anage n 84-265 CORPORATE RESOLUTION WHEREAS, the Board of Directors of CAMPANILE AND ASSOCIATES. INC. has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Land Survey Services WHEREAS, the Board of Directors at a duly held cor- porate 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 CAMPANILE AND 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 Land Survey 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 con- tract submitted by the City of Miami. IN WITNESS WHEREOF, this 27th 19 84 . ITNESS day of February , CHAIRMAN, Board of Directors s4-2W CORPORATE RESOLUTION WHEREAS, the Board of Directors of CAMPANILE AND ASSOCIATES.INC. has examined terms, conditions, and obligations of the proposed contract with the City of Miami for Professional Land Survey Services WHEREAS, the Board of Directors at a duly held cor- porate 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 CAMPANILE AND 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 Land �rvey 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 con- tract submitted by the City of Miami. IN WITNESS WHEREOF, this 27th day of February , 19 84 ITNESS CHAIRMAN, Board of Directors 84-zs� 0 Ilk CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM TO Howard V. Gary City Manager FROM Donald W. Cather Director of Publl�' Works M DATE: February 10, 1984 FILE: SUBJECT RESOLUTION - APPROVING THREE AGREEMENTS FOR LAND SURVEY SERVICES ON CONSTRUCTION PROJECTS REFERENCES: ENCLOSURES: (City Commission Meeting Agenda - March 8, 1984) It is recommended that the proposed resolution be adopted by the City Commission at its meeting scheduled for March 8, 1984 whereby the City Commission will approve three Agreements in substantially the forms attached hereto, nego- tiated by the City Manager with BISCAYNE ENGINEERING CO., SCHWEBKE-SHISKIN AND ASSOCIATES, INC., AND CAMPANILE AND ASSOCIATES, INC. for land survey services in connection with City Contracted Construction Projects. The costs of the services to be paid from the project expenses allocated for each project. The City is proposing to contract for a substantial amount of Highway, Sewer and Parks Construction projects in the immediate future. The Public Works Department is insufficiently staffed at this time to accomplish all the survey work required for these projects. It is necessary, therefore, to engage three private survey firms to provide their services on a rotating basis. In accordance with City of Miami Ordinance #8965 a Com- petitive Selection Committee evaluated the qualifications of those firms who responded to its inquiry for survey services and presented the top five rated firms for consideration. The City Commission by Resolution # 84-63, dated January 19, 1984 approved the selection of Biscayne Engineering Co., Schwebke-Shiskin and Associates, Inc., and Campanile and Associates, Inc. as the three most qualified firms to provide land survey services for the design and construction phases of various City Contracted Construction Projects. 84-265 0 - 2 - Under the same Resolution, the City Commission directed the City Manager to present to the City Commission the negotiated contracts at the earliest scheduled meeting following the negotia- tion of said contract, for approval by the City Commission prior to execution. The proposed resolution provides for the City Commission to approve three Agreements, in substantially the forms attached hereto, with Biscayne Engineering Co., Schwebke-Shiskin and Associates, Inc., and Campanile and Associates, Inc., and authorizes the City Manager to execute them with funds therefore allocated as a project expense of each Contract. RECOMMENDED BY:',. - Adrienne M. MacBeth Special Assistant to City Manager 84-265