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ASSIGNMENT AND ASSUMPTION OF PROFESSIONAL SERVICES AGREEMENT KNOW BY ALL PERSONS BY THESE PRESENTS of thisAssignment Services (d Ass _pr on of
a Professional Services Agreement for General Engineering
Agreement") originally entered into between the Kunde, Sprecher and Associates, Inc., a
gr and the City of Miami, a Florida municipal
Florida corporation, (hereinafter "Assignor")
co oration (hereinafter "City") which is hereby expressly and unconditionally assigned by
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Assignor to the Assignee, subject to the consent of the ity.
WITNESSETH:
2002 the City of Miami ("City"), and the Assignor
WHEREAS, on or about Ma 15 entered into the above referenced Agreement which is attached hereto as an Exhibit and
incorporated by reference herein' as if fully recited in this Assignment and Assumption of a
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Professional Services Agreerrient; and
WHEREAS, the Agreement provides terms and conditions
ondi c s for
a the
Assignor
to
cperform
Professional Engineering Services on behalf of the City, J from its commencement
mulative
fee of $700,000, among other limitations, and will expire three (3) years
date, unless it is renewed for one (1) additional year by the City; and
WHEREAS, the Assignor, Kunde, Sprecher and Associates, Inc. has been sold to the Assignee,
Edwards and Kelcey, Inc., whom is the successor in interesteto the
Assignor Assignee;dthe Assignor is
assigning all,of its obligation, right, title, and interest in Agreement
WHEREAS, the Assignee is a nationally renowned, and reputable professional
r ees ionni l g nee d by the
ineering firm,
whom is already listed among the pre -qualified Profession gi g
City; and
WHEREAS, the Assignee's applicable documentation ha�s been er divisions determine that all viewed and approved by the �a
Purchasing and Risk Management Divisions insofar
applicable City requirement!: :•= c rr fey on file; and
WHEREAS, the Assignor and Assignee must secure the written consent of the City of Miami in
order to assign the Agreement; and
WHEREA
S, the City being duly advised in the premises, is willing to grant its written consent to
the Assignment of the Agreement pursuant to the terms and conditions set forth herein;
NOW, THEREFORE, for value received it is agreed and understood as follows:
1. RECITALS, INCORPORATION BY REFERENC a. hAllereo are deemed as being
the above recitals are
n
true and correct in all respecAll of the documents herein as though set fofrthen full herein.
expressly incorporated by reference
ASSUMPTION BY ASSIGNEE. The Assignee, Edwards and Kelcey, Inc., a
Foreign corporation, authorized to do business in this State, having its principal place of business
at 7300 North Kendall Drive,
Suite 400, Miami, F1. 33156, agrees and represents to the City, that the Assignee "assumes and
will faithfully perform . all of the terms assumed, or to be performed or discharged by the
Assignor under its Professional Services Agreement dated Ma v 15 , 2002, as may have
been amended to date. The Assignee agrees to be bound by all the terms and conditions of the
Agreement to be performed by Assignor and further agrees to be bound to promptly provide to
the City any documentation, data or reports due under the Agreement which have been requested
.by the City. prior to the instant date, at any time during the tens of the Agreement and for
three(3) years thereafter.
3. PROOF OF INSURANCE. The Assignee has furnished to the Risk Management
Division for its review and approval Certificates of Insurance evidencing that the Assignees have
the required insurance coverage currently in effect as was required of the Assignor under the
Agreement. The Certificates of Insurance are attached hereto and made a part hereof as though
set forth in full herein.
4. CONSENT BY THE CITY. The City hereby consents to the assignment of this
Professional Services from Assignor to Assignee on the express conditions that the Assignee
complies with the. Agreement and this Assignment and Assumption Agreement. Assignee
further agrees that this instrument will be construed under the laws of the State of Florida and
that venue in any civil action arising out of the Agreement or this Assignment shall be in Miami -
Dade County, Florida and that in order to expedite any civil action arising between them as a
result of these contracts, that they will waive their right to demand a jury trial, or to institute
permissive counterclaims or claims for attorney's fees against the other parties.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption
Agreement of the Agreement this 3 day of .ccs t�-�I , 2003.
ASSIG
By:
Attest:
President
RobeY ' 0. Sprecher,
Kunde Sprecher and Assoc. , Inc. Corporate Secretary (Affirm Corporate Seal)
ASSIGNEE:
Bv:
CEO
2
E:rsuarcz-rival/contracts/char housek02-37Aledwardkelceyass ignment
C
Attest:
CorporatSecretary (Af rin Corporate Seal)
STATE OF FLORIDA )
ss:
COUNTY OF DADE )
BEFORE
ME, the undersigned authority, personally appeared 1)&.;,'t (►. i l
to me well known, who did not take an oath, and says that he/she has executed the foregoing
Agreement, and the facts contained therein are true and correct to the best of his/her knowledge
and belief based upon personal knowledge.
SWORN TO AND SUBSCRIBED before me on this
.34).74) day of
2003.
My Commis •
r
as,•0e ,PATRICIA ELENA CEPERO
5, MY COMMISSION N CC 860732
40,0 EXPI}.. S Au/ 4.2003
1.8063•NOTARY Fla. Nouiry Semler a Bond
PRINTED, STAMPED 0
NAME OF NOTARY PUBLIC
CONSENT BY:
Priscilla A. Thornp on, Ci Clerk
APPRO
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
CITY
By:
Date
ORM AND CORRECTNESS:
dr�JoV illar�ello, City Attorney
h
<—Ooc r 1 0
APPROVED AS T
is, Risk Manager
CE REQUIREMEN
3
E:rsuarez-rivaskontractsichar[housek02-374/edwardkelceyassignment
Arrriola City Manager
FEB 2 4 2003
PROFESSIONAL SERVICES AGREEMENT,
[General Engineering Services]
This Agreement entered into this 15 day. of Mat ,
2002, by and between the CITY of Miami, a Municipal
Corporation of the State of Florida, (the "CITY"), and. Kunde,
Sprecher and Associates, 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 sez-vicc:s Lur
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 this Agreement to set forth the terms and
1r conditions of the engagement.
NOW, THEREFORE, in consideration of the mutual covenants
orth herein, the CITY and the PRINCIPAL agree as follows:
set f
TERMS
ecitals. The recitals and all statements contained
1. ��-
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)
y subject, however,
years
thereafter (the "Expiration Date"),,
to the provisions of Section 19 hereof. The CITY has the
right to extend the term hereof for an additional period of
9
one (1) year subject to the approval of the CITY Manager.
3. Sub
ect Matter. This Agreement sets forth the terms and
conditions pursuant to which the CITY may request, and
the Services, as defined, in
PRINCIPAL shall provide,
Section, 4 and 5 below, for one or more Projects. No
specific Project is designated under this Agreement. The
Pr
oject and the specific details of the Services required to
be performed by the PRINCIPAL. shall be described in .a Work
Ord
er 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 street, sewer, property, or other CITY
cm: GenEngServKundeSprecherAssoc
2
, .,
facility as generally designated and .propramme'd..by—the
or other related professional services requested by
CITY
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. CONSTRUCTION BUDGET - means the amount allocated by the
CITY for construction. of the PROJECT and all increases
authorized, by the CITY.
CT MANAGER - means the Director of the.Department
E. pROJE .
of Public Works or his/her designee.
5. Ser___vices .
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 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:GenEngScrvKundeSprecherAssoc
3
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 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 practices..
in the performance of the
iii. The PRINCIPAL shall,
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.
cm:GenEngServKnndeSprecherAssoc
4
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:GenEngServKundeSprecherAssoc
5
fev
general consultation and advice at
g. Be available for g _ .
all times during the term of the Project.
v.
The CITY agrees to make available to the PRINCIPAL
an plans and other data in CITY',s possession
Y
pertaining to the Work to be performed for the
Project. The PRINCIPAL shall recommend to the CITY and
7
be responsible for the review and interpretation of
appropriate investigations, surveys, tests, analysis
appro P
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
thin the project area, and to make his/her own site
wi
investigations.
B. Re nests For Services.
t in emergency situations., all .requests for
i. Exce p
services shall be made by a written Request For
$ervices ("RFS") issued by the Project Manager. In
case of emergency, the CITY may issue a verbal RFS to
be followed by a written RFS (or, after approval, by a
Work Order) and a Notice to Proceed, as soon as
practicable thereafter. The RFS shall describe the
Project and each section of the Work to be performed
cm:GenEngServKundeSprecherAssoc
6
i
by the PRINCIPAL and the time schedule in which the
Work must be completed.
cei t of the RFS, the PRINCIPAL shall make
ii. Upon re P and a
ements to meet with the Project Manager
arran g
meeting sh
all be held within ten (10) days following
of the RFS, to discuss the Construction
receipt, Project
estimated amount of compensation,
Budget, of
edule and deadline, and the schedule and scope
schedule as
Work. All formats for the Work are to be
the Works
pres
ently used by the .CITY of Miami Public
rtment, unless otherwise directed by the.Projec
Depa t
not be limited to
Manager. This is to include but
plans, specifications and contract documents.
P shall
iii•
Subsequent to the meeting, the PRINCIPAL
submit to the CITY a proposal at no
cost to the CITY. ,
If .CITY and PRINCIPAL agree
on the amount of
compensat
ion and the schedule and time for completion
of the Work, then the Project Manager shall issue a
Work Order and Notice to Proceed.
iv. The Servi
ces to be rendered by the PRINCIPAL for the
Project shall commence within twenty-four (24) hours
upon receipt of the Notice to Proceed and shall be
completed
within the time agreed upon as shown in the
Work Order.
cm:GenBn9$ervKUndeSprecherAssoc
7
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.
g. Sco e
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
engineer services, including but not limited to,'civil,
en g
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
cm:GenEngServKundeSprecherAssoc
8
that written permission is given by the CITY Manager or his
designee.
A. Phase T Pro•rammin- and Schematic Desi•n:
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
con
trol to assure the CITY that the Project will be
constructed within the Construction Budget.
isi.
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
ti
metable indicating the proposed completion date for
each Phase of 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
Project orientation, and a brief summary of all
cm: GenEngSerVKundeSprecherAssoc
9
c
pertinent planningcriteria beingconsidered
d 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 documentsrequired 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: GenEngServXnndeSprecherAssoc
10
i
1
i. From the approved Schematic Design documents, the
PRINCIPAL shall prepare Design Development Documents,
incl
uding the drawings, outline specifications and
other documents to describe the size and character of
the entire Project as to construction, finish
ma
terials, and other items incidental to the Project
as may be appropriate and applicable.
esi n Development Documents shall include the
ii. The D g
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 Projec
t.
If the probable
Construction Costs exceed the Construction Budget,
th
en, appropriate reductions in -costs or Scope of
Project shall be included for CITY's evaluation.
iii. Th
e 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
sha
ll 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 shall prepare Final Construction Documents
cm•GenEn95er"KundeSprecherAssoc
11
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 a copy of the
cm:GenEngServxundesprecherAssoc
12
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 54% 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 to the CITY, at no additional
cm: GenEngServxundeSpreeherRssoc
13
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 of reproducible drawings and specifications
and provide two (2) sets of prints of the final
drawings and specifications to the CITY. If
additional sets of prints are authorized for bidding
purposes, the CITY shall reimburse the PRINCIPAL for
cm:GenEngServKundeSprecherAssoc
14
c
the cost of printing additional drawings and
specifications.
ix. The PRINCIPAL shall'conduct "dry runs" of the final
construction plans to the Building Department and
other appropriate governmental authorities, as
necessary to ascertain that the construction documents
meet all the requirements for construction permits.
The PRINCIPAL shall make all necessary corrections,
modifications, and additions to the construction
documents (plans, specifications, etc.) necessary for
permitting. The PRINCIPAL shall assist .the. CITY in
filing the necessary documents and obtaining the
approval for utilities (such as water,sewer, etc.) as
well as the 'approval from all other• applicable
governmental authorities (such as —environmental,.
health, building, zoning, etc..).
D. Phase IV - Bidding and Negotiation Phase:
i. The Bidding and Negotiation phase shall be conducted
in accordance with the• CITY's established or approved
process. The PRINCIPAL shall assist the CITY in
obtaining and awarding bids and preparing' Construction
Contracts. After receipt of bids, the PRINCIPAL shall
evaluate the bids and assist the CITY in making a
recommendation to the CITY Commission.
cm:GenEng5ervKundeSprecherAssoc
15
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.
T he 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:GenEngServKundesprecherAs6oc
16
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
Doc
uments 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.
1i•
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
Mana g
PRINCIPAL shall have only limited authority to act on
behalf of the CITY and only to the extent provided in
cm:GenEngSe NKundeSprecherAssoc
17
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.
ii,i. 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 requiredto
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.
em:GenEngServKundeSprecherAssoc
18
K
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
Contractor during the
and programsdeveloped by 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 of each.
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19
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
delivered to the Project, or installed and completed.
em:GenEngServKundeSprecherAsgoc
20
L
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 of all such tests.
cm:Gen£ngServKundeSprecherAssoc
21
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. Uponreceipt 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 been satisfactorily completed and approved by the
cm: GenEngServKundeSprecherAssoc
22
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
expiration of any guarantee period and shall report to
cm: Gen£ngServKundeSprecherAssoc
23
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; GenEngServKundeSprecherAssoc
24
C
9., CITY's Services and Res onsibilities. 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 $700,000.
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.
B. NOT TO EXCEED FEE: If a Not to Exceed" fixed fee is
mutually agreed upon, the amount ofcompensation 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:GenEngServKundeSprecherAssoc
25
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Category Hourly Rates
Principal in Charge $160.00
Principal Engineer $142.00
Project Manager $113.00
Professional Engineer $91.00
Engineer $76.00
Draftsperson $51.00
Engineering Technician $62.00
Administrative (Billing, Reports Preparer) $51.00
Clerical (Filing; Light Word Processing) $36.00
Construction Manager (Supervisor) $91.00
Construction Inspector $68.00
Cadd Operator $53.00
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.
TA: GenEngSerrvKundeSprecherAssac
26
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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, asidentified 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,GenEngServKundeSprecherAssoc
27
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.
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28
G. Changes in the Project initiated by the CITYor
Contractor.
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 shallbe
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 responseto
the "Request for Proposals" (RFp) if Sub -consultants
cm:GenengServKundeSgrecherAssoc
29
were listed (the "Approved Sub consultants"). The
r
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 Services, Inc.
cm: Gen£ngServKundeSprecherAssoc
30
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
Lerms ui 5a.d laws.
' 18.Ownership of Documents.. All reports, tracings, drawings,
plans, specifications, survey information maps, computer
media, and other data developed by the PRINCIPAL forthe
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
cm:GenEngServKundeSnrecherAsaoc
31
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Agreement is completed or for any reason terminated prior
to completion, all of the above data shall b,e 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: GenEngServKundeSprecherAssoc
32
c
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 orals 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 to this Agreement
anytime during the term hereof, and for a period of three
cm:GenEng&ervRundeSprecherAssoc
• 33
(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
cm:GenEngServKundeSprecherAssoc
34
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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 classificationas
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. A11 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,
claims,
and the Project Manager's decisions upon all
questions of fact, and disputes shall be final,
cm: GenEngServKundeSprecherAsSoc
35
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 employmentbecause
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 according
cm: GenEngServKundeSprecherAssoc
36
to the laws, statutes andcase 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 theCivil Service or
Pension Ordinance of the CITY, or any right generally
afforded classifiedor 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:GenEngServKundeSprecherAssoc
37
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 itsofficers,
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: GenEngServKundeSprecherAssoc
38
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:
City Manager
444 S.W. 2" Avenue
Miami, Florida 33130
Public Works Department
Attn: John H. Jackson
444 S.W. 2"d Avenue
Miami, Florida 33130
(305) 416-1223
City Attorney
444 S.W. 2"a Avenue
Suite 945
Miami, Florida 33130
cm: GenEngServKundeSprecherAssoc
PRINCIPAL:
Kunde, Sprecher and Associates, Inc.
Attn: Robert C. Sprecher
7300 North Kendall Drive,
Suite 400, Miami..F1, 33156
(305) 279-2298
39
35.Amendments. No amendments to this Agreement shall be
binding on either party unless in writing and signed by both
parties.
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
l
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 determiner'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
cm:GenEngServXundeSprechexAssoc
40
t
" 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.
Kunde, Sprecher and Associates, Inc.
a Florida Corporation
ATTEST:
By: f/r�..r,--._
Corporate Secr,t ry
ATTEST
By:
,PRISCILLA A. THOMPSON
City Clerk
• APPROVED AS T
) •A 1]
JiN H. JACKS
Director
Departme
APP
C
ENT:
Public
R► ILARE
Attorney
Robert C. Sprecher
President
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
rks
AND APPROVED AS TO INSURANCE
RESUIREMENTS:
PECvGenEngServKundeSprecherAesoc.doc
R. SUE\ W • LLER, 'in D
Risk Mana-ement
37