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HomeMy WebLinkAboutexhibit 3- pre. psaPROFESSIONAL SERVICES AGREEMENT [General Engineering and Transportation Planning Services] This Agreement entered into this /JT"` day o 2002, by and between the City of Miami, a Municipal Corporation of the State of Florida, (the "City"), and David Plummer & Associates,, Inc., a State of Florida corporation, (the "Principal"). WITNESSETH WHEREAS, the City has scheduled a substantial number of Projects for fiscal years 2001, 2002 and 2003 (the "Projects") that require professional engineering and transportation planning services; and WHEREAS, the. Metropolitan Planning Organization's (MPO) existing contract with the Principal for Technical Studies Program Support authorizes the City, under Clause XXII: "Assignability," to access the Principal to perform transportation planning related studies; and WHEREAS, under City Code Section 18-106, the City may, in lieu of other city competitive bidding procedures, accept a competitive bid which has been secured by any county government, provided, however, that purchases in excess of li $4,500 shall be approved by the City Commission; and No. 02-705 WHEREAS, by Resolution/adopted on ,Tune 13 , 2002 the City Commission approved and authorized the City Manager to execute this agreement with the Principal for the provision of said services; and D2- 705 Whereas, the Princip-1. and the City wish to execute this Agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the City and the Principal agree as follows: TERMS 1. Recitals. The recitals and all statements contained therein are hereby incorporated into and made a part of this Agreement. 2 Term. The term of this Agreement shall be two (2) years, commencing on the date hereof and ending two (2) years thereafter (the "Expiration Date"), subject, however, to the provisions of Section 18 hereof. The City has the right to extend the term hereof for an additional period of one (1) year subject to the approval of the City Manager. 3 Sublect Matter. This Agreement sets forth the terms and conditions pursuant to which the City may request, and Principal shall provide, the Services, as defined in Section 4 and 5 below, for one or more Projects. No specific Project is designated under this Agreement. The Project and the specific details of the Services required to be performed by the Principal shall be described in a Work Order to be issued by the City in accordance with Section 5.8 hereof. 4. Definitions. 4 2 02- 705 A. PROJECT The project means the proposed improvements (new or restoration) to a street, sewer, property, or other City facility as generally designated and programmed by the City or other related professional services requested by the City. B. WORK - means Services to be rendered or provided by the Principal for the PROJECT. C. SERVICES - means the Basic Services and/or the Scope of Work, as described in Section 6 hereof, to be performed by the Principal under this Agreement. D. BUDGET - means the amount allocated by the City for engineering and transportation planning of the PROJECT and all increases authorized by the City. E. PROJECT MANAGER - means the Director of, the Planning and Zoning Department or his/her designee. 5. Services. A. General i. At the CITY's request, made in accordance with Sub - Section B below, PRINCIPAL shall perform the Services described in Section 6 below. The Services include but are not limited to the services outlined in Section 6 herein (the "Work") and services that may be required in connection with a Project. The Work shall be performed in a sound, economical, efficient and professional manner and within the time and the manner required in the Work Order, as mutually agreed upon by the Principal and the City. 3 02- 705 ii. The Principal shall perform the Work under the direction of, and in close coordination with, the Project Manager. The Principal shall provide all 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 or from using the best professional engineering and transportation planning practices. iii. The Principal shall, in the performance of the Work, comply with all Federal, State and Local codes, ordinance and regulations, pertaining to the Project, including, without limiting the generality of the foregoing, the Federal. Wage -Hour Law, Walsh - Healy Act, The Occupational Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation, and requirements imposed as part of the Joint Participation Agreement between the City of Miami and the Florida Department of Transportation dated March 21, 2002. 4 4 02- 705 iv. In tha performance of the Work, the Principal agrees to: a. Strive to complete the Work within the time allowed by maintaining an adequate staff of qualified employees on the Work at all times. b. Be fully responsible for the professional and technical services required to be rendered in the performance of the Work. c. Cooperate fully with the City in order that all phases of the Work may be properly scheduled, coordinated, and executed. d. Report the status of the Project to the Project Manager upon request or as required by this Agreement, and maintain all notes, calculations, and related work open to inspection by the City, at all times during the term hereof. e. Prepare the Project Development & Environmental Study (PD&E) and Transit Improvements/Impact Engineering and all other documents pertaining to the Project in compliance with all applicable federal, state and local laws, codes, ordinances and regulations. f. Promptly deliver to the Project Manager copies of minutes of all relevant meetings relating to the Project at which Principal is present. g. Be available for general consultation and advice at all times during the term of the Project. 5 02- 705 v. The City agrees to make available to the Principal any plans and other data in City's possession pertaining to the Work to be performed for the Project. The Principal shall recommend to the City and be responsible for the review and interpretation of appropriate engineering data collection, analysis and reports; environmental analysis and reports; and transit improvements/impacts engineering report that need to be obtained or performed for the proper execution of the Principal's services. B. Requests For Scope For Professional Services. i. Except in emergency situations, all requests for Services shall be made by a written Request For Scope For Professional Services (—Scope") issued by the Project Manager. In case of emergency, the City may issue a verbal Scope to be followed by a written Scope (or, after approval, by a Work Order) and a Notice to Proceed, as soon as practicable thereafter. The Scope shall describe the Project and each section of the Work to be performed by the Principal. ii. Upon the issuance of the Scope, the Principal shall submit to the City a Response to the Scope at no cost to the City. If City and Principal agree on the amount of compensation and the schedule and time for completion of the Work, then the Project Manager shall issue a Work Order and Notice to Proceed. 6 02- 705 iii. The Services to be rendered by the Principal for the Project shall commence within twenty-four (24) hours upon receipt of the Notice to Proceed and shall be completed within the time agreed upon as shown in the Work Order. iv. Principal understands and agrees that failure to comply with the foregoing provisions within the time required herein may result in the Project being awarded to another firm. 6. Scope of Work Scope of Work consist of the attached Scope of Professional Services, March 7, 2002, and the Principal shall perform such services and use the services of consultants who have been designated as "Approved Subconsultants," as the term is defined in section 16 herein. The Principal agrees to coordinate its effort with that of the Subconsultants involved in a Project to assure fully coordinated and complete work. The Principal acknowledges that any agency of the City may purchase services in part or in whole from this contract, provided that written permission is given by the City Manager or his designee. i. PRINCIPAL shall make all required changes or additions and resolve all questions resulting from the CITY's final review. This shall be at no additional charge to the CITY, except for changes requested by the CITY that are in conflict with prior CITY directives or approvals or constitute the 7 02- 705 CITV's modifying the scope or program of the project. All revised documents shall be submitted to the City for approval. After final approval by the City, the Principal shall furnish, at no additional charge, a master set of the reports and provide ten (10) additional reports . 7. Project Completion Time. The Work shall be performed within the time allocated to each phase thereof and shall be completed within the time agreed upon. A reasonable extension of the Work time will be granted in the event of a delay caused by the City's failure to fulfill its part of the Agreement as herein required or by other reasons, such as review period by regulatory agencies, weather beyond the control of the Principal. In the event the delay is attributable to the Principal or any of its employees, agents or subconsultants, at the sole discretion of the Director of the Planning and Zoning Department, the costs associated with the delays will be the sole and complete responsibility of the Principal. 8. Extension of Expiration Date. In the event the Principal is engaged in a Project(s); on the Agreement Expiration Date, then this Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the Expiration Date, 9. City's Services and Responsibilities. The City shall make available to the Principal for its inspection, all 8 02- 705 reports. plans, plats, m=rs, surveys, aerials, records and other information regarding the Project that the City has as its disposal. 10. Compensation. Compensation shall be based on a —Fixed Fee", as described hereunder, based on the nature and scope of the Work. The method of compensation shall be agreed upon prior to issuance of the Work Order. Notwithstanding anything herein to the contrary, the CITY and the PRINCIPAL agree that the total compensation permitted for all work under this Agreement shall not exceed the sum of $446,400. FIXED FEE: The fee for a task or a scope of work based on a fixed fee shall be mutually agreed upon by the CITY and the PRINCIPAL. 11. Payments of Compensation. Compensation shall be paid monthly in accordance with invoices detailing the fees and expenses, for Work performed during the immediate preceding calendar month. Payment shall be made within thirty (30) days following Project Manager's receipt of the invoices, in triplicate. The invoices shall include the following information: A. Total contract amount. B. Percent of Work complete to date. C. Total amount paid to date. D. Amount previously billed. E. Amount of invoice. F. Summary of Work done during the billing period. 9 02-- '705 G. Invoice number and date. 12. Schedule of Work. The CITY shall have the sole right to determine which Project shall be assigned to the PRINCIPAL. The schedule of Work and time for performance will be mutually agreed upon by the CITY and the PRINCIPAL. 13. Extra Work Expenses. If the PRINCIPAL has incurred extra work or expense due to changes ordered by CITY after any portion of the Work is approved by the CITY, then the payment for such extra work shall be the subject of a Change Order, and shall be approved, in writing, by the CITY if, in the CITY's reasonable opinion, such Change Order is warranted. If the PRINCIPAL caused extra work or expense without previous approval by the CITY, such extra Work shall be the subject of an additional work order and the cost of the extra work shall be sole responsibility of the PRINCIPAL. 14. Reimbursable Expenses: Reimbursable expenses are to be paid in addition to compensation for Basic Scope Services and include expenses incurred by the PRINCIPAL, its employees and other consultants in the interest of each Project, as identified as follows and if authorized in writing, by the CITY's Project Manager and proper documentation is provided to the CITY's Project Manager. A. Providing the services of specialists, in addition to those that are required to provide the basic scope of services. Unless otherwise agreed, the extra expense 10 02-- 705 of specialists, when authorized, shall be the amo-0- paid to the specialist. The compensation for these services shall be made as reimbursable expenses. This Section does not apply to Professional Services of those individuals and specialists employed by the PRINCIPAL. B. Changes in the Project initiated by the CITY. 15.Approval of Calculations, Reports and Drawings. The City agrees within thirty (30) days after delivery, it will, approve, reject, or return with indicated suggested revisions or recommendations, all field notes, drawings, calculations, reports 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 its responsibility for the Work. Any errors noted in the calculations or drawings submitted by the Principal will be corrected at no additional cost to the City. All certified plans and other final drawings required under this agreement shall be delivered to the City in a reproducible form. 16.Subconsultants. A. Selection of the Principal by the Interview/Evaluation Committee was based, in part, on the qualifications and expertise of the subconsultants listed in response to the DuPont Plaza Project - Metromover Realignment in Downtown Miami, Project Development & Environmental (PD&E) Study, Transit Improvement/Impact Engineering 11 02- 705 Report, Scope of Professional Services (the "Approved Subconsultants"). The Principal shall employ the Approved Subconsultants where their specialties are required to perform the Work for an assigned Project. B. The Principal may choose additional Subconsultants provided it first obtains the prior written approva). of the City. The Principal may not exclude Approved Subconsultants from a Project without the City's prior written consent. The reasons for hiring additional Subconsultants or for the replacement of the Approved Subconsultants shall be detailed in the Principal's written request for City's consent. C. The Principal shall be responsible for all the work of its organization, employees and its subconsultants. Nothing contained in this Agreement shall create any contractual relationship between any of the subconsultants working for the Principal and the City. The Principal agrees and understands that it is in no way relieved of any responsibility under the terms of this Agreement by virtue of any other professional who may associate with it in performing the Work. D. Subconsultants that must be used are: Parsons Brinckerhoff Quade & Douglas, Inc. Consulting Engineering & Science , Inc. Precision Engineering & Surveying, Inc. 17.Conflict of Interest. 112 02-- 705 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 interest, direct or indirect, with City. Principal further covenants that, in the performance of this Agreement, no person having such conflicting interests 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), Miami -Dade County, Florida (Miami -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. 17.0wnership of Documents. All reports, tracings, drawings, plans, specifications, survey information maps, computer media, 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 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 Manager. 18.Termination and Suspension of Agreement. 13 02- 705 A. The City retains the right to terminate this Agre_.:ient at any time prior to the completion of the Work without penalty to the City. In such event, the City shall give written notice of termination to the Principal and the Principal shall be paid for services rendered up to the date of the notice, provided, however, that`'the Principal is not in default under the terms of this Agreement and as set forth in Section 29 hereof. B. In the event of termination, all documents, plans, and other documents developed by Principal under this Agreement shall become the property of the City, with the same provisions of use as set forth herein. 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. 19.Award of Agreement. A. The Principal warrants that it has not employed or retained any company or person to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other consideration 14 02- 705 contingent upon or resulting from the award or making of this Agreement. B. The Principal also warrants that to the best of its knowledge and belief no Commissioner, Mayor or other officer or employee of the City is interested directly of indirectly in the profits or emoluments of this Agreement or the Work. 20.Entire 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 executed by City and Principal. 21.Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. 22.Right to Audit. The City reserves the right to audit records of the Principal pertaining to this Agreement anytime during the term hereof, and for a period of three (3) years after final payment is made under this Agreement. 23.Insurance. Principal shall maintain during the terms of this Agreement the following insurance: A. Comprehensive General Liability Insurance in amounts not less than $1,000,000.00 Combined Single Unit for bodily injury and property damage liability and said 15 02- 705 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 $1,000,000.00 covering all liability arising out of the terms of this Agreement. C. Workers' Compensation Insurance in the statutory amounts. D. Automobile Liability Insurance covering all owned, non -owned, and hired vehicles used by Principal in connection with work arising out of this Agreement. Coverage shall be written with at least statutory amounts for Bodily Injury and Property Damage. E. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and which are approved according to specifications of the Risk Management Division of the City of Miami. All policies required hereunder shall name the City as "Additional Insured". F. The Principal shall furnish certificates of insurance to the City prior to the commencement of any Work, which 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 16 02- 705 without the thirty (30) days written notice of the City. G. Compliance with the foregoing requirements shall not relieve the Principal of its liability and obligations under this Section or under any portion of this Agreement. 24.Right of Decisions. A. All services shall be performed by the Principal to the satisfaction of the Project Manager 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 Manager'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. B. In the event that the Principal does not concur in the judgment of the Project Manager as to any decision made by him/her , the Principal shall present his written objections to the City Manager who shall then submit to the City Commission for determination. 25. Non -Discrimination. The Principal shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, handicap or marital status. The Principal shall take 1+7 02- 705 affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, age, national origin, handicap or marital status. 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. 26. Construction of Agreement. The parties hereto agree that this Agreement shall be construed and enforced according to the laws of the State of Florida. 27. Independent Contractor. The Principal and its employees and agents, shall be deemed to be Independent Contractors and not agents or employees of the City; and shall not attain any rights or benefits under the Civil Service or Pension Ordinance of the City, or any right generally afforded classified or unclassified employees; further they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the City. 28. Non-Delegability. It is understood and agreed that the obligations undertaken by the Principal pursuant to this Agreement shall not be delegated or assigned to any other 18 02-- 705 person or firm without the City's prior written consent, which may be withheld at City's sole discretion. 29. 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 the City, in addition to all other remedies available by law, 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. 30. 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. 31. Minority Procurement Compliance. The Principal acknowledges that it 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. 32. Indemnification. The Principal covenants and agrees that it will indemnify, defend, and hold harmless the City, its officers, agents and employees from any and all 19 4 02- 705 claims, losses, damages, costs, charges or expense arising out of or in connection with the negligent acts, actions, officers, provided, or omissions of the Principal or any of its agents, employees, whether direct or indirect, however, that Principal shall not be liable under this Section for damages or injury arising out of or directly caused by or resulting from the sole negligence of the City or any of its agents, officers or employees. The indemnity provided herein is not limited by reason of any particular insurance coverage in this Agreement. 33. Notice. 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: City Manager 444 S.W. 2nd Avenue Miami, Florida 33130 Planning and Zoning Attn: Ana Gelabert, Director 444 S.W. 2nd Avenue PRINCIPAL: David Plummer & Associates,Inc., Attn: Timothy J. Plummer, PE, President 1750 Ponce de Leon Boulevard 20 02- 705 Miami, Florida 33130 Coral Gables, Florida 33134 (3U5) 416-1400 (305) 447-0900 City Attorney 444 S.W. 2nd Avenue Suite 945 Miami, Florida 33130 33. Amendments. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 34. Miscellaneous Provisions. A. Title and paragraph headings are for convenient reference and are not a part of this Agreement. S. 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. C. 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. D. Should any provision, paragraph, sentence, word or phrase 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 provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with 21 02- 705 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. IN WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed this Agreement, the day and year first above set forth. DAVID PLUMMER & ASSOCIATES, INC., a Florida corporatio ATT Corporate Secret ATTEST : PRISCILLA A. THOMPSON City Clerk ANA Debtor Planning and Zoning Department APPRO CORR FORM 40557 • 'tt-'ney By: TIMO President , PE CITY OF MIAMI, a unicipal Corporation of the State of Florida APPROVED A TO INSURANCE REQUIREj1E -R sk' ROBERT J. NACHLINGER Assistant City Manager 22 02- 705