HomeMy WebLinkAboutpre psaPROFESSIONAL SERVICES AGREEMENT
[Surveying and Mapping Services]
This Agreement entered into this 16 day of May, 2002, by
and between the CITY of Miami, a Municipal Corporation of the
State of Florida, (the "CITY"), and PBS&J, a State of Florida
Corporation, (the "PRINCIPAL").
WITNESSETH
WHEREAS, the CITY has scheduled a substantial number of
Projects for fiscal years for fiscal years 2002, 2003 and 2004
(the "Projects") that require Professional Surveying and
Mapping Services (the "Services"); and
WHEREAS, the Commission of the CITY of Miami, by
Resolution No. 02-144 adopted on February 14, 2002 approved
the selection of six (6) Mapping
and Surveying firms to
provide Services for the Projects during the planning, design
and construction phases thereof and authorized the CITY
Manager to negotiate the terms of and execute agreements with
said firms for the provision of the Services; and
WHEREAS, the PRINCIPAL is one of the firms selected to
provide Services and the PRINCIPAL and the CITY wish to
execute this Agreement to set forth the terms and conditions
of the engagement.
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 three (3)
years, commencing on the date hereof and ending three (3)
years thereafter (the "Expiration Date"), subject, however,
to the provisions of Section 16 hereof. The CITY has the
right to extend the term hereof for an additional period of
one (1) year subject to approval and at the sole discretion
of the CITY Manager.
3. Subject 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.B hereof.
4. Definitions.
A. PROJECT - means the proposed improvements (new or
restoration) to a building, property, or other CITY
facility as generally designated and programmed by the
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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 any other
services, as described in Section 5 hereof, to be
performed by the PRINCIPAL under this Agreement.
D. PROJECT MANAGER - means the Director of the Department
of Public Works 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 "Basic
Services" and/or any additional services as described
herein below. The Services may include reviewing Work
performed by other professionals or consultants or
other miscellaneous surveying and mapping services
that may be required in connection with a Project. The
Work shall be performed with all applicable dispatch,
in a sound, economical, efficient and professional
manner and within the time and the manner required in
the Work Order.
ix. 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
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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 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 Americans
With Disabilities Act, The National Environmental
Policy Act and Equal Employment Opportunity
Legislation.
iv. In the performance of the Work, the PRINCIPAL agrees
to:
a. Strive to complete the Work within the time agreed
upon by maintaining an adequate staff of qualified
employees and/or sub -consultants on the Work at all
times.
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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 Work to the Project
Manager upon request or as required by this
Agreement, and maintain all notes, calculations,
e.
and related Work open to inspection by the CITY,
all times during the term hereof.
Submit to the Project Manager one (1) original set
of all field survey field notes and any other data
developed for the purpose of performing the
required surveying Work required for the Project.
The field notes shall be presented in an approved
field book. When using data collectors, a report
and digital submission shall be provided along with
all necessary field survey information.
f. Promptly deliver to the Project Manager copies of
minutes of all relevant meetings relating to the
Project at which PRINCIPAL is present.
Be available for general consultation and advice at
all times during the term of the Project.
h. Direct his/her crew chief to make a daily Work
report to include information required by the
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Project Manager and deliver the reports on a daily
basis to the CITY's Public Works Department Survey
Section.
v. The CITY agrees to make available to the PRINCIPAL
any site surveys, plans and other data in CITY's
possession pertaining to the Work to be performed for
the Project. The PRINCIPAL shall be responsible to
make his/her own site investigations including
locations of existing utilities.
B. Requests For Services.
i. Except in emergency situations, all requests for
Services shall be made by a written Request For
Services ("RFS") issued by the Project Manager. In
case of emergency, the CITY may issue a verbal RFS to
be followed by a written RFS (or, after approval, by a
Work Order) and a Notice to Proceed, as soon as
practicable thereafter. The RFS shall describe the
Project and each section of the Work to be performed
by the PRINCIPAL and the time schedule in which the
Work must be completed.
ii. Upon receipt of the RFS, the PRINCIPAL shall make
arrangements to meet with the Project Manager and a
meeting shall be held within ten (10) days following
receipt ❑f the RFS, to discuss the Budget, estimated
amount of compensation, Project schedule and deadline,
and the schedule and scope of the Work. All formats
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for the Work are to be as presently used by the CITY
of Miami Public Works Department, unless otherwise
directed by the Project Manager. This is to include
but not be limited to plans, specifications and
contract documents.
iii. Subsequent to the meeting, the PRINCIPAL shall
submit to the CITY a proposal 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.
iv. 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.
v. 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.
C. Scope of Services: PRINCIPAL shall provide surveying
and mapping services to include, but not limited to:
i. Photogrammetric control;
ii. The monumentation and remonumentation of property
boundaries and subdivisions;
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iii. The measurement and preparation of plans showing
existing improvements after construction;
iv. The layout of proposed improvements;
v. The preparation of descriptions for use in legal
instruments of conveyance of real property and
property rights;
vi. The preparation of subdivision planning maps and
record plats;
vii. The determination of, but not the design of, grades
and elevations of roads and land in connection with
subdivisions or divisions of land;
viii. The creation and perpetuation of alignments
related to maps, record plats, field note records,
reports, property descriptions and plans and drawings
that represent them;
ix. Regarding highways, the PRINCIPAL shall perform
topographical surveys including cross sections and
related information necessary to accomplish the design
and construction phases of the PROJECT;
x. Regarding sewers, the PRINCIPAL shall perform all
layout for construction and provide final measurements
and final measurement quantity sheets and the
PRINCIPAL shall be available on a full time basis
during underground construction;
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xi. Regarding parks, PRINCIPAL shall prepare surveys of
the parks for design purposes if necessary and perform
layout for construction;
xii. Regarding structures, the PRINCIPAL shall perform
property surveys as necessary;
xiii. Regarding plats, PRINCIPAL shall follow state and
local laws and ordinances necessary to provide
tentative and final plats of CITY properties with
additional requirements when directed by the Project
Director;
xiv. Regarding drafting, PRINCIPAL shall upon receipt of
written authorization from the Project Director,
perform drafting services as required to supplement
the field Work; plan and profile and cross-section
sheets shall be of the best quality mylar film or
cronaflex and shall be furnished by the PRINCIPAL;
other standard blank sheets with the CITY title block
imprinted thereof will be furnished by the CITY when
required.
6 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 weather, beyond the control of the PRINCIPAL.
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---7. Extension of Expiration Date. In the event the
PRINCIPAL is engaged in any 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
unless extra Work is required as described in Section 12
below.
4 —8. CITY's Services and Responsibilities. The CITY shall
make available to the PRINCIPAL for its inspection, all
plats, maps, surveys, aerials, records and other
information regarding the Project that the CITY has as its
disposal. 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.
4-:--9. Compensation. Compensation shall be based on a "Fixed
Fee" or a "Not to Exceed 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 $200,000.
A. 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.
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B. NOT TO EXCEED FEE: If a "Not to Exceed" fixed fee is
mutually agreed upon, the amount of compensation shall
be based on an hourly rate fee. The hourly rate fee
shall be computed based on the hours worked by
individuals in the following categories. The Hourly Rate
for each category, as shown below, includes all
equipment, supplies, materials, tools, labor, wages,
taxes, insurance, benefits, overhead and profit and
shall be applicable to any necessary overtime Work.
With regard to four and three man survey parties, a
minimum of two (2) hours time will be paid for
cancellation of the Work due to inclement weather or
other valid reasons after reporting to the sites.
Category Rates
Four Man Survey Party
Three Man Survey Party
G.P.S. Four Man Survey Party w/
G.P.S. Equipment
G.P.S. Three Man Survey Party w/
G.P.S. Equipment
$123..12
$101.75
$148.12
$126.75
Draftsperson $56.00
Surveyor -Computer $65.00
Principal -Surveyor $97.50
Cadd Operator $60.00
Administrative (Billing/Reports) $50.00
Clerical (Filing/Word Processing) $40.00
10. 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,
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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.
G. Invoice number and date.
11. Schedule of Work. The CITY shall have the sole right to
determine which Project shall be assigned to the PRINCIPAL
and the schedule of Work and time for performance.
---12. 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 due to 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 and the cost of the
extra Work shall be sole responsibility of the PRINCIPAL.
-13. Approval by CITY. Whenever the CITY is required to
approve, give its comments to, or reject any document or
drawing submitted to it by PRINCIPAL, the CITY agrees to do
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so within thirty (30) days following its receipt of such
document or drawing. Such approval, revisions or
recommendations by the CITY shall not relieve the PRINCIPAL
of its responsibility for the Work. The PRINCIPAL shall
correct any errors noted in the or drawings at no
additional cost to the CITY.
4--14. Conflict of Interest.
A. PRINCIPAL covenants that no person under its employ who
presently exercises any functions or responsibilities in
connection with this Agreement has any personal
financial 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.
15.Ownership of Documents. All reports, tracings, drawings,
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
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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.
16.Termination and Suspension of Agreement.
A. The CITY retains the right to terminate this Agreement
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. isnot in default under the terms of this
Agreement and as set forth in Section 27 hereof.
B. In the event of termination, all documents, developed by
PRINCIPAL under this Agreement shall become the property
of the CITY, with the same provisions of use as set
forth in Section 14 hereof.
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.
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17.Award of Agreement. 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
contingent upon or resulting from the award or making of
this Agreement. 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 or indirectly in the profits or emoluments of this
Agreement or the Work.
18.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.
—19. Successors and Assigns. This Agreement shall be binding
upon the parties hereto and their respective heirs,
executors, legal representatives, successors and assigns.
---20. 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.
3--21. Insurance. PRINCIPAL shall maintain during the terms
of this Agreement the following insurance:
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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 insurance
shall include contractual liability coverage. The CITY
of Miami shall be named as primary Additional Insured.
S. 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
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that no material change or cancellation of the insurance
shall be effective 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.
22.Right of Decisions. 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.
In the event that the PRINCIPAL does not concur in the
judgment of the Project Manager as to any decision made by
him, the PRINCIPAL shall present his written objections to
the CITY Manager.
23.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 affirmative
action to ensure that applicants are employed, without
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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.
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.
29. 25. Independent Contractor. The PRINCIPAL and its
employees and agents and any sub -consultants 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.
3-26. Non-Delegability. It is understood and agreed that
the obligations undertaken by the PRINCIPAL pursuant to
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this Agreement shall not be delegated or assigned to any
other person or firm without the CITY's prior written
consent, which may be withheld at CITY's sole discretion.
4---27. 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.
S-7-28. 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.
6. 29. 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.
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4---30. Indemnification. The PRINCIPAL covenants and agrees
that it will indemnify and hold harmless the CITY, its
officers, and employees from any and all claims, losses,
damages, costs, charges or expenses arising out of or in
connection with the negligent acts, actions, or omissions
of the PRINCIPAL or any of its officers, agents, employees
or sub -consultants, whether direct or indirect, provided,
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.
-831. 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
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day after being posted or
whichever is earlier.
CITY OF MIAMI:
City Manager
444 S.W. 2nd Avenue
Miami, Florida 33130
Public Works Department
Attn: John H. Jackson
444 S.W. 2nd Avenue
Miami, Florida 33130
(305) 416-1223
City Attorney
444 S.W. 2nd Avenue
Suite 945
Miami, Florida 33130
the date of actual receipt,
PRINCIPAL:
PBS&J
Attn: Carlos del Valle
2001 N.W. 107th Avenue,
Miami, FL 33172
(305) 592-7275
32.Amendments. No amendments to this Agreement shall be
binding on either party unless in writing and signed by both
parties.
33.Miscellaneous Provisions.
A. Title and paragraph, headings are for convenient
reference and are not a part of this Agreement.
B. 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.
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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
such laws, then same shall be deemed severable, and in
either event, the remaining terms and provisions of this
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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.
PBS&J,
a Florida Corporation
ATTEST:
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Corporate Sedretary
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EST:
PRISCILLA A.
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dolln b. cumwalt, l�l
W. SCOTT DeLOACH
EIsICC;TIVL VICE 1'i; KS] ;3E T
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
A. GIN.
,City Clerk City Manager
APpfiJJVED AS . T D ANTENT :
7Q7IIV H. JAC
Director
Department of Public Works
APPROVED AS TO FDRM
CORRECTNESS:
ALEJANDRq' PI'1,ARELLO
CITY'orney
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APPROVED AS TO INSURANCE r'"\
REQUIREMENTS:
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R. SUE WELLER. Act' g UirecC�
Risk Management
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CORPORATE RESOLUTION
OF
POST, BUCKLEY, SCHUH & JERNIGAN, INC.
RESOLVED, that the below named officers are authorized to execute documents on
behalf of Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J:
Richard A. Wickett
John B. Zumwalt,
Robert J. Paulsen
W. Scott DeLoach
Thomas D. Pellarin
John S. Shearer
Randy L. Larson
Chairman of the Board/Chief Financial Officer
President/Chief Executive Officer
Senior Executive Vice President/Chief Operating Officer
Executive Vice President/Treasurer/Assistant Secretary_
Executive Vice President
Executive Vice President
Executive Vice President
FURTHER RESOLVED, that the following named officers are authorized to attest to
the •signatures of officers executing documents on behalf of Post, Buckley, Schuh & Jernigan,
inc., d/b/a PBS&J:
Richard M. Grubel
W. Scott DeLoach
Becky S. Schaffer
Charles D. Nostra
Senior Vice President/Secretary
Executive Vice President/Treasurer/Assistant Secretary
Assistant Secretary
Assistant Secretary
This resolution is adopted on January 18, 2002, and remains in effect until a succeeding
resolution is adopted.
Richard M. Grubel
Secretary
Corporate Seal
I certify that this is a true copy of the Resolution.
Signed:
Deborah Lynn ShimeI; Nary Public
Date:
•' .� NS AR L
DEBORAH LYNN SHIMEL
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. PD0687S7
MY COM • EVP. OVAAS S
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