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HomeMy WebLinkAboutexhibit2B• PROFESSIONAL SERVICES AGREEMENT [General Engineering Services] This Agreement entered into this I3 44'- day . of rl , 2002, by and between the CITY of Miami, a Municipal Corporation of the State of Florida, (the "CITY"), and. Metric Engineering, Inc., a State of Florida Corporation, (the "PRINCIPAL"). WITNESSETH WHEREAS, the CITY has scheduled a substantial number of Projects for fiscal years 2002, 2003 and 2004 (the "Projects") that require professional engineering 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) Engineering firms to provide engineering 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 general engineering services and the PRINCIPAL and the CITY wish to execute thi. Agreement tc 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 19 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. 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..E hereof. 4. Definitions. A. PROJECT - means the proposed improvements (new or restoration) tc a street., sewer, property c_- other CITY cn:GenEwServMetr cEnc.. • 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 orprovided 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. CONSTRUCTION BUDGET - means the amount allocated by the CITY for construction of the PROJECT and all increases authorized by the CITY. E. PROJECT MANAGER - means the Director of the Department of Public Works or his/her designee. S. 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 E herein 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 cm GenEncServ-etricEnc. • • • the Work Order, as mutually agreed upon by the PRINCIPAL and the CITY. 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 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 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, includinc, 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. crn:Gen6ngServKetricEnc • • • iv. In the 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 that 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 plans, specifications 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. cm;Ger,crServISetri cr.nc . g. Be available for general consultation and advice at all times during the term of the Project. 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 investigations, surveys, tests, analysis and reports that need to be obtained or performed for the proper execution of the PRINCIPAL's services. The PRINCIPAL shall be responsible of contacting utility companies and obtaining as -built of existing utilities within the project area, and to make his/her own site investigations. 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 cm :GenEngServMecri cEnc • • 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 of the RFS, to discuss the Construction Budget, estimated amount of compensation, Project schedule and deadline, and the schedule and scope of the Work. All formats 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 4 cm: GenEna$ervMearicEnc,!c. • • • 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. 6. Scope of Work - Scope of Work consists of complete professional services for any or all of the six (6) Phases described in Sections A through F below. To the extent that the provision of Services for a Project require any engineering. services, including but not limited to, civil, soils, water and sanitary sewer, structural, construction management or transportation, the PRINCIPAL shall perform such services and use the services of Engineers who have been designated as "Approved Sub -consultants," as the term is defined in section 16 herein. The PRINCIPAL agrees to coordinate its effort with that of the Sub -consultants involved in a Project to assure fully coordinated and complete Work.. The PRINCIPAL shall prepare the final bid package including. bid documents and specifications to be prepared by the Sub -consultants or to be provided by the CITY. The PRINCIPAL may also be required to provide consulting services to the CITY on various matters which do not result in drawings or specifications. The CITY acknowledges that any agency of the CITY may purchase services in part or in whole from this contract, provided crtt.GerEnCServNecr;cEnc.. • that written permission is given by the CITY Manager or his designee. A. Phase I - Programming and Schematic Design: i. The PRINCIPAL shall confer with the Project Manager and other designated representatives of the CITY, including the Department in charge of the Project, to determine the general requirements for the completion of the Project all within the Construction Budget. ii. The PRINCIPAL shall use proper and adequate design control to assure the CITY that the Project will be constructed within the Construction Budget. iii. The PRINCIPAL shall prepare a Design Concept and Schematic Report for presentation to the CITY This presentation shall include the proposed Project Schedule, a Planning Summary (if applicable), and Schematic Design Studies (as described below), and an estimate of probable Construction Costs. iv. The proposed Project Schedule shall include a timetable indicating the proposed completion date for each Phase o.f the Project through Design, Bidding and Construction, and the projected date of completion. v. The Planning Summary (if applicable), shall consist of vicinity plan and a site plan indicating the Prc`fect cri.entaticn, and G brief summary of all em:GenEngServl+eLricEnc c. WO, • • pertinent planning criteria being considered or to be considered in the Project. vi. The Schematic Design Studies shall consist of all drawings (i.e. plans, sections, etc.) as may be required, to show the scale and relationship of the parts and the overall design concept. vii. If necessary, as determined by the .CITY, the PRINCIPAL shall present the Schematic Design Studies to the appropriate CITY Boards (such as Historic Preservation Board, Planning and Zoning Boards, etc.) for their approval of the proposed plans. viii. The estimate of probable Construction Cost shall include the estimated cost of the Project including governmental permit fees, new utilities, .proposed CITY purchased equipment, contingencies (if any), and escalation factors adjusted to the estimated bid date, (if applicable) . ix. The PRINCIPAL shall submit to the CITY two (2) copies of all documents required under this Phase, at no additional charge, for approval by the CITY. The PRINCIPAL shall not proceed with the next Phase until directed by the Project Manager. B. Phase II - Design Development: cm : GenEngServMiet ricEnc . a. C • i. From the approved Schematic Design documents, the PRINCIPAL shall prepare Design Development Documents, including the drawings, outline specifications and other documents to describe the size and character of the entire Project as to construction, finish materials, and other items incidental to the Project as may be appropriate and applicable. ii. The Design Development Documents shall include the updated Proposed Project Schedule, Outline Specifications of Proposed Materials and Equipment, Updated Estimate of Probable Construction Cost, and the Design Development Drawings, as required to clearly delineate the Project. If the probable Construction Costs exceed the Construction Budget, then, appropriate reductions in costs or Scope of Project shall be included for CITY's evaluation. iii. The PRINCIPAL shall submit to the CITY, two (2) sets of all documents required under this Phase, at no additional charge, for CITY's approval. The PRINCIPAL shall not proceed with the next phase until directed by the Project Manager. C. Phase III - Construction Documents: i. From the approved Design Development Documents, the PRINCIPAL shal] prepare Fine] Construction Documents cm:6enErcSerWMezricEr,c . setting forth in detail the requirements for the construction of the Project. The Final Construction Documents shall include complete Drawings and Specifications, the Proposal (Bid) form, Special or Supplemental General Conditions, and other necessary information for bidders. PRINCIPAL shall use the CITY of Miami Public Works Department Standard forms for the preparation of the Proposal (Bid) forms, Instructions to Bidders, Conditions of Contract, and other CITY required documents. In the preparation of the -Construction Documents, the PRINCIPAL shall use Construction Specifications Institute (CSI) Standards, including the 16 Division and the 3 part Section format developed and recommended by the C.S.I. for construction specifications. ii. The Construction Documents shall be prepared in a manner that will assure clarity of lineWork, notes, and dimensions, when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" size first quality drawing paper or Mylar using CITY's standard format, unless otherwise approved. iii. Whenever possible, the Construction Drawings shall be created by computer using AutoCad. Where AutoCad is used, the PRINCIPAL will also submit E copy of the cm:GenEnc5ervMec:icErc. • • • drawings on a compact disk. When possible, the PRINCIPAL's specifications shall be produced on a word processor using Microsoft "Word" format. Another format may be used only if approved by the CITY. iv. When the development of Construction Drawings has progressed to at least 50% completion, the PRINCIPAL shall submit to the CITY, at no additional charge, two (2) copies thereof together with an updated set of Specifications and an updated Estimate of Probable Construction Costs. v. The PRINCIPAL shall not proceed with the further development of the Construction Documents until it has received CITY's approval of the 50% Check Set. The PRINCIPAL shall make all reasonable changes required by the CITY. In the event the latest estimated Probable Construction Costs reveal that the cost of the Project will exceed the Construction Budget, then, at the Project Manager's request, all Work shall be stopped until the PRINCIPAL and the CITY agree on methods of cost reductions or changes in scope sufficient to enable construction of the Project within the Construction Budget. vi. Upon completion of the Construction Documents, the PRINCIPAL. shall submit tc the CITY, at nc additiona] cm:GenEnoServMe[ricEnc 12 • • charge, a final Estimate of Probable Construction Costs along with two (2) sets of final construction drawings and specifications, for final review, and approval. vii. The PRINCIPAL shall make all the necessary presentations of the final plans to the appropriate CITY Boards for• their approval, as outlined and identified within the Work order and corresponding scope of Work. viii. 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 CITY'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 ofreproducible drawings and specifications and provide twc• (2) sets of prints of the final drawings and specifications to the CITY. If. additional sets of prints are authorized for bidding purposeE, the CITE' shai] reimbursE the PRINCIPAL fo:- cm:GenEngSerVMeCricEn. J • • • the cost of printing a•'ditional drawings and specifications. ix. The PRINCIPAL shall conduct "dry runs" of the final construction plans to the .uilding Department and other appropriate governm=ntal authorities, as necessary to ascertain that t e construction documents meet all the requirements f•r construction permits. The PRINCIPAL shall make all necessary corrections, modifications, and addition-. to the construction documents (plans, specificati ns, etc.) necessary for permitting. The PRINCIPAL shall assist the CITY in filing the necessary docume is and obtaining the approval for utilities (such a. water, sewer, etc.) as well as the approval from all other applicable governmental authorities (s ch as environmental, health, building, zoning, etc. D. Phase IV - Biddin• and Ne•otiatin Phase: i. The Bidding and Negotiation +hase shall be conducted in accordance with the .CITY's established or approved process. The PRINCIPAL sha 1 assist the CITY in obtaining and awarding bids any* preparing Construction Contracts. After receipt of b ds, the PRINCIPAL shall evaluate the bids and assist the CITY in making a recommendation tc the CITY Corn issicr:. cm:CenEncServMeLricEnc. ;i • ii. During the advertisement and bidding period the PRINCIPAL shall prepare any necessary Addenda, with accompanying drawings or other materials, as may be required. An original copy of each Addendum shall be submitted to the Project Manager for approval and a copy of the same shall be furnished to each of the Bidders that have picked up a set of Contract Documents for purposes of bidding. iii. The PRINCIPAL shall attend pre -bid conferences when they are deemed necessary by the CITY. iv. During the bidding period, the PRINCIPAL shall interpret Construction Documents in writing, and prepare any supplementary drawings or specifications necessary for the clarification of the documents. The PRINCIPAL shall also assist the CITY in preparing responses to inquiries from prospective bidders. v. If the lowest responsible bid received exceeds the Construction Budget the CITY may: a. approve the increase and award the Construction Contract to such bidder, or b. reject all bids and rebid the Project within a reasonable time with no change in the Project Bid Documents, or cm:GenEncServMecricEnc_ le • • • c. direct the PRINCIPAL to revise the Scope of the Project only if the bid exceeds the construction budget by more than ten (10) percent. In such event the PRINCIPAL shall modify the Construction Documents as necessary to bring the Estimated Probable Construction Cost within the Construction Budget. Such modifications shall be at no additional charge to the CITY unless the excess in Construction Costs is due to a change in scope requested by the CITY or due to unforeseen circumstances such as force majeur or undue delay on the part of the CITY in bidding the Project, or d. suspend or abandon the Project. E. Phase V - Administration of the Construction Contract: i. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's .final payment is approved by the CITY. ii. Unless otherwise provided, the CITY's Public Works Department will administer the Construction Contract and will assign an inspector to the Project. The PRINCIPAL shall advise and consult with the Project Manager or the CITY Inspector when appropriate. The PRINCIPAL shall have only limited authority to act on behalf of the CITY and only tc the extent provided in cm;GenEneServMetricEnc. the General Conditions or in the supplementary Conditions of the Construction Contract. CITY shall have final approval of all changes in the Construction Work and Costs. iii. The PRINCIPAL shall attend pre -construction meetings and job meetings where its presence is required to resolve problems or disputes with the construction runs. iv. The PRINCIPAL shall at all times have access to the Project during the construction phase, so it may adequately perform as intended under this Agreement. v. The PRINCIPAL shall visit the construction site at regular intervals appropriate to the project and during all key construction events, as defined in the Work order or otherwise agreed by the PRINCIPAL and Project Manager to evaluate the progress of the Project and to determine, in general, if the Project is proceeding in accordance with the Contract Documents. The PRINCIPAL will not be required to provide continuous daily on -site inspections to check the .quality or quantity of the Work unless otherwise authorized or directed in writing by the CITY, and compensated accordingly for his services. cm:GenEncServMe[r :; cEnq . : E • vi. The PRINCIPAL shall have no responsibility to supervise and control those actions of any parties not directly employed or retained by the PRINCIPAL. .On the basis of the on -site observations, the PRINCIPAL will advise the CITY as to the progress of the Work and any observed defects and deficiencies. The PRINCIPAL shall not be responsible for construction means, methods, techniques, sequences, procedures or for safety precautions and programs developed by the Contractor during the construction of the project, since these are the Contractor's responsibilities. vii. The PRINCIPAL shall furnish to the CITY a written report describing its observations of the. Work, during each visit to the site, and the general status and progress of same. All reports shall be submitted in a timely manner. The PRINCIPAL shall ascertain, at least monthly, that the Contractor is making timely, accurate, and complete notations on record drawings. viii. Based on observations at the site and on its review of the Contractor's Payment Certificate, the PRINCIPAL shall assist the CITY in determining the amount due the Contractor and shall recommend approval or rejection of the Certificate of Payment and the amounts cf each. cm:GenEngServMetricEn5. 1 C • ix. The PRINCIPAL'S recommendation for approval of a Payment Certificate shall constitute the PRINCIPAL's representation and certification to the CITY that the Work has progressed to the point indicated, and that it has been performed in accordance with the Contract Documents subject to: a. an evaluation of the Work for conformance with the contract documents upon substantial completion. b. the results of any subsequent tests required by the Contract Documents, and c. minor deviations from the Contract Documents correctable prior to completion and acceptance of the Project. x. The PRINCIPAL shall have an affirmative duty to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the PRINCIPAL considers it necessary or advisable to insure compliance with the Contract Documents, the PRINCIPAL will have authority,• after approval from the Project Manager, to recommend special inspections or testing of any Work deemed not to be in accordance with the Contract Documents whether or not such Work has been fabricated and deliverer tc the Project, cr installed and completed. cm:GenEngServMetricEn. 2C • • • However, neither this authority of the PRINCIPAL nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the PRINCIPAL to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or any other persons or entities performing portions of the Work. xi. The PRINCIPAL shall promptly review and approve shop drawings, samples, and other submissions of the contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence by the Project Manager. xii. The PRINCIPAL shall provide the CITY with copy of all shop drawings, duly reviewed by the PRINCIPAL, for the CITY's permanent records. xiii. The PRINCIPAL shall review all test reports required by the Contract Documents and notify the CITY of any noncompliance with the Contract Documents. xiv. The PRINCIPAL shall witness all tests that it is required to witness by Code or by the Contract Documents and shall provide to the CITY written reports cf all such tests. cro:Ger,Ene.ervMecricEnc. xv. The PRINCIPAL shall receive all samples required to be furnished by the contractor and shall record the date of receipt and its source, examine said samples, notify the CITY of the approval or rejection of said samples, and maintain custody of approved samples. xvi. As part of the Project Scope, the PRINCIPAL shall, if necessary, assist the CITY in the preparation of bids for the purchases of equipment, fixtures, and furnishings for the Project. Upon receipt of these bids, the PRINCIPAL shall assist the CITY in its evaluation and make recommendations related to the procurement and the installation of said equipment, fixtures, and furnishings. xvii. The PRINCIPAL shall review and recommend action on proposed Change Orders within the scope of the Project. This includes Change Orders initiated by others or any proposed Change Orders recommended by the PRINCIPAL based on his observations. xviii. The PRINCIPAL shall examine the Work upon receipt of the Contractor's Certificate of Substantial Completion for the Project and shall prepare a punch list of any defects and discrepancies in conjunction with the Project Manager. After the punch list items have beer, satisfactorily cornple'ted and approved by the cm:GenEngServMetricEnc. LL vT • • PRINCIPAL, the PRINCIPAL shall recommend execution of Certificate of Final Acceptance and Final Payment to the contractor. PRINCIPAL shall also obtain from the contractor all warranties, guarantees, operation and maintenance manuals, releases of lien, extra materials required by the contract, and certificates as may be required by the specifications or applicable laws, and deliver them to the CITY. xix. The PRINCIPAL shall provide assistance in obtaining contractor's compliance with the Contract Documents relative to, a) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, b) initial start-up and testing, adjusting and balancing of any equipment or systems, and c) final clean-up of the Project. F. Phase VI - Post Construction Administration: i. The PRINCIPAL shall furnish to the CITY reproducible "as -built" record drawings based on signed and sealed information provided by a Florida registered Surveyor retained by the CITY or the Contractor. These drawings shall become the property of the CITY. ii. The PRINCIPAL shall assist the CITY in the observation of the Work one month before the expirat:cn of any guarantee period and shall report tc cm:GenEncServMetricErc. the CITY any defective Work in the Project which is under guarantee/warranty. The PRINCIPAL shall also assist the CITY with the administration of guarantee/ warranties for correction of any defective Work that may be discovered during the guarantee/warranty period. 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 sub -consultants, at the sole discretion of the Director of the Department of Public Works, 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. cm:GenEncServMetricEnc. 2c 9. 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. 10. 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 $700,00❑. 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. 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. cm: GenEngservMetricEnc. 2E Category Hourly Rates Principal in Charge $140.00 Principal Engineer $135.00 Project Manager $120.00 Professional Engineer $100.00 Engineer $85.00 Draftsperson $55.00 Engineering Technician $60.00 Administrative (Billing, Reports Preparer) $50.00 Clerical (Filing, Light Word Processing) $40.00 Construction Manager (supervisor) $90.00 Construction Inspector $65.00 Cadd Operator $60.00 1.1. 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 o: invoice. T.:GenEncServMetricEns 26 • F. Summary of Work done during the billing period. 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. cm:EenEngServMetricEnc. • • • A. Providing the services of special specialists, in addition to those that are required to provide the basic scope of services. Unless otherwise agreed, the extra expense of specialists, when authorized, shall be the amount paid to the specialist. The compensation for these services shall be done as reimbursable expenses. This Section does not apply to Professional Services of those individuals and specialists employed by the PRINCIPAL. B. Expenses of surveys of existing sites and buildings if paid by the PRINCIPAL. C. Fees paid by the PRINCIPAL for securing approval of authorities having jurisdiction over the projects. D. Costs of testing, strength of materials, soils, chemical, mechanical or other tests, connected with construction projects, if paid by the PRINCIPAL. E. Traveling outside of Miami -Dade County when authorized in advance by the CITY's Project Manager. Transportation and living expenses of PRINCIPALS or employees shall be paid not to exceed limitations established by law. F. If required by the CITY',s Project Manager, providing site personnel, threshold inspector, etc. cm:GenEnGServMecrcEnc. G. Changes in the Project initiated by the CITY or Contractor. 3.5.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 tot he CITY in a reproducible form such as an original ink drawing on high quality Vellum or a reverse Mylar made from an original ink drawing. In either case, the reproducible of registered plans shall be affixed with the engineers' embossed Seal and signature. 16.Sub-consultants. A. Selection of the PRINCIPAL by the Competitive Selection Committee was based, in part, on the qualifications and expertise of the Sub -consultants listed in response to the "Request for Proposals" (RFP) if Sub -consultants cm:GenEncServMetr c Enc 2c • • • were listed (the "Approved Sub -consultants"). The PRINCIPAL shall employ Approved Sub -consultants where their specialties are required to perform the Work for an assigned Project. B. The PRINCIPAL may choose additional Sub -consultants provided it first obtains the prior written approval of the CITY. The PRINCIPAL may not exclude Approved Sub - consultants from a Project without the CITY's prior written consent. The reasons for hiring additional Sub - consultants or for the replacement of the Approved Sub - consultants 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 sub -consultants. Nothing contained in this Agreement shall create any contractual relationship between any of the sub - consultants 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. Sub -consultants that must be used are: HR Engineering Servicew, inc. BCC Engineerinc, Inc. cm: GerEncServMe[ricEnc, 17.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 the 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. 18.Ownership 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 contempiatec under this cm:GenEncEervMetricEnc. • Agreement is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the Project Manager. 19.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 is not in default under the terms of this Agreement and as set forth in Section 30 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. 20.Award of Agreement. cm:GenEnaServMetricEnc. • • 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 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 or indirectly in the profits or emoluments of this Agreement or the Work. 21.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. 22.Successors and Assigns. •This Agreement shall be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. 23.Right to Audit. The CITY reserves the right to audit records of the PRINCIPAL pertaining tc this Agreement anytime during the term hereof, and for a period of three cm:GenEncServMetricEnc. • • (3) years after final payment is made under this Agreement. 24.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 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 cro:GenEnc5ervMetr;cEnc. ;.[, • 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 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. 25.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, cm:GenEn4ServMe[ricEnc. 3 c 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, the PRINCIPAL shall present his written objections to the CITY Manager. 26.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 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. 27.Construction of Agreement. The parties hereto agree that this Agreement shall be construed and enforced accordinc cm:GenEngServMetricEnc. • • • to the laws, statutes and case law of the State of Florida. 28.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. 29.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 person or firm without the CITY's prior written consent, which may be withheld at CITY's sole discretion. 30.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. cm:GenEngServMecricEnc. • PRINCIPAL was in default of the provisions herein contained, shall be forthwith returned to CITY. 31.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. 32.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. 33.Indemnification. The PRINCIPAL covenants and agrees that it will indemnify and hold harmless the CITY, its officers, agents 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, 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 cm:GenEncEervMetricErc 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. 34.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: PRINCIPAL: City Manager 444 S.W. 2"d 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. 2" Avenue Suite 945 Miami, Florida 33130 Metric Engineering, Inc. Attn: Victor M. Benitez 13940 S.W. 136c° Street, Suite 200, Miami, FL 33186 (305) 235-5098 35.Amendments. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. cm:GenEnaServMetricEnc, 3 c • • 36.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 waiveror 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 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. cm:GenEr,cServMetricEnc. • • IN WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed this Agreement, the day and year first above set forth. ATTEST: By: Metric Engineering, a Florida Corporatip Corporate ecretary ATTEST: By /. PRISCILLA A. THOMPSON City Clerk OVED ASLij TO�QNTENT: JiN H. JACKS irector Department of Public Works ictor Presi CITY OF MIAMI, a municipal Corporation of the State of Florida ez APPROVE' 'S 0 M AND APPROVED AS TO INSURANCE CORR NE - REQUIREMENTS: \cSZ f,/ A �' �'D • ILARELLO I R. SUE WE LER, A ing Directgr Y Attorney Risk Management SZJ/egq GG:GenEnaServMetricEnc..dec