HomeMy WebLinkAboutProfessional Services AgreementCITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Professional Program Management Services for the Capital and
Transportation Improvement Program
Contract Type Continuing Services for Program Management
PROGRAM MANAGER HDR Engineering, Inc.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS , 5
ARTICLE2 GENERAL CONDITION 6
2.01 TERM; 8
2.02 OPTION TO EXTEND 7
2.03 SCOPE OF SERVICES 7
2.04 COMPENSATION 7
ARTICLE 3 PERFORMANCE 7
3.01 PERFORMANCE AND DELEGATION 7
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7
3.03 PROGRAM MANAGER KEY STAFF 7
3.04 TIME FOR PERFORMANCE 7
ARTICLE 4 SUB -PROGRAM MANAGERS 7
4.01 GENERAL 7
4.02 SUB -PROGRAM MANAGER RELATIONSHIPS 5
4.03 CHANGES TO SUBPROGRAM MANAGERS e
ARTICLE 5 DEFAULT 8
6.01 GENERAL 8
6.02 CONDITIONS OF DEFAULT e
6.03 TIME TO CURE DEFAULT; FORCE MAJEURE 8
ARTICLE 6 TERMINATION OF AGREEMENT 9
6.01 CITY'S RIGHT TO TERMINATE 9
6.02 PROGRAM MANAGER'S RIGHT TO TERMINATE 9
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9
ARTICLE 7 DOCUMENTS AND RECORDS 9
7.01 OWNERSHIP OF DOCUMENTS 9
7.02 DELIVERY UPON REQUEST OR CANCELLATION 9
7.03 RE -USE BY CITY 9
7.04 NONDISCLOSURE 9
7.05 MAINTENANCE OF RECORDS 10
ARTICLE 8 INDEMNIFICATION 10
ARTICLE 9 INSURANCE 70
0.01 COMPANIES PROVIDING COVERAGE 10
9.02 VERIFICATION OF INSURANCE COVERAGE 10
9.03 FORMS OF COVERAGE 10
9.04 MODIFICATIONS TO COVERAGE 11
ARTICLE 10 MISCELLANEOUS 11
10.01 AUDIT RIGHTS 11
10.02 ENTIRE AGREEMENT 11
10.03 SUCCESSORS AND ASSIGNS 11
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 11
10.06 APPLICABLE LAW AND VENUE OF LITIGATION 11
CIP Contract No. K -05-00453 Page 1
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ARTICLE A4 SPECIALTY SERVICE§
ARTICLE A5 STAFFING 5
5
10.15 INDEPENDENT CONTRACTOR:
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
A1.01 RANGE OF SERVICES
A1.02 COOPERATIVE WORK
10.06 NOTICES
10.07 INTERPRETATION 12
10.08 JOINT PREPARATION 12
10.09 PRIORITY OF PROVISIONS 12
10.10 MEDIATION - WAIVER OF JURY TRIAL 12
10.11 TIME 12
10.12 COMPLIANCE WITH LAWS
10.13 NO PARTNERSHIP 12
10.14 DISCRETION OF DIRECTOR 13
10.15 RESOLUTION OF CONTRACT DISPUTE$: 13
13
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1
1
1
A1.03 NON-EXCLUSIVE RIGHT 1
A1.04 PAYMENTS 1
ARTICLE A2 OVERVIEW OF PROGRAM MANAGEMENT SERVICES 2
A2.01 PRIMARY SERVICES 2
A2.02 SPECIALTY SERVICES 2
ARTICLE A3 PRIMARY SERVICES 2
2
A3.01 ADMINISTRATIVE PROGRAM MAN-AGEMENT
A3.02 2 PRODUCTION MANAGEMENT SERVICES 2
A3.03 CONSTRUCTION ADMINISTRATION 3
4
TABLE OF CONTENTS (CONTINUED)
A5.02 SUPPLEMENTAL STAFF
A5.03 SPECIALTY STAFF
A5.04 STAFFING CHANGES 5
ARTICLE A$ ASSIGNMENT OF WORT( 5
A6.01 ANNUAL WORK PROGRAM 6
AB.02 WORK ORDERS FOR SPECIALTY SERVICES 8
SCHEDULE Al. - PROGRAM MANAGEMENT TEAM 8
SCHEDULE A2. KEY STAFF 7
SCHEDULE A3 -- WORK ORDER FORM 8
ATTACHMENT B - COMPENSATION AND PAYMENTS 9
ARTICLE B1B1 MANNER of COMPENSATION 1
1
B1.01 COMPENSATION LIMITS
B1.02 PROGRAM MANAGER NOT TO EXCEED 1
ARTICLE B2 WAGE RATES 1
B2.01 FEE BASIS 1
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 1
B2.03 CALCULATION 1
B2.04 EMPLOYEE BENEFITS AND OVERHEAD 1
1
B2.05 ESCALATION
ARTICLE B3
COMPUTATION OF FEES AND COMPENSATION 2
B3.01 LUMP SUM
133.02 HOURLY RATE FEES 2
2
B3.04 FEES FOR SPECIALTY SERVICES
B3.05 FEES RESULTING FROM PROJECT SUSPENSION 3
ARTICLE B4 PAYMENTS 3
B4.01 PAYMENTS GENERALLY 3
3
B3.03 SUB -PROGRAM MANAGER FEES
3
B4.02 MONTHLY PROGRESS REPORT
ARTICLE B5 REIMBURSABLE EXPENSE$ 3
B5.01 GENERAL 3
B5.02 TYPES OF REIMBURSABLE EXPENSES 3
B5.03 AUTHORIZATION 4
B5.04 DEFINITIONS and CATEGORIES 4
4
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CITY Contract No. K -05-00453
Page 2
SCHEDULE B3 — ESTIMATE OF REIMBURSABLE EXPENSE
SCHEDULE B-4.1 — TRAVEL APPROVAL 8
SCHEDULE B-4.2 EXPENSE VOUCHER 10
SCHEDULE B-5 — SUMMARY OF TOTAL COMPENSATION 11
12
TABLE OF CONTENTS (CONTINUED)
B5.05 REIMBURSEMENTS TO SUB -PROGRAM MANAGERS
ARTICLE Be COMPENSATION for REUSE OF PLANS AND SPECIFICATIONS 5
B6.01 GENERAL 5
SCHEDULE B1 - WAGE RATES SUMMARY 5
SCHEDULE 82 — LABOR ADJUSTMENT FACTORS 7
7
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CITY Contract No. K-05-00453
Page 3
CITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category
Contract Type
PROGRAM MANAGER
Progrram Manager Office
Location
City Authorization
Professional Program Management Services for the Capital
Improvement & Transportation Program
Continuing Services for Program Management
HDR Engineering, Inc.
15450 New Barn Road, Suite 304, Miami Lakes, FL 33014-2169
Resolution Number 05-0534, adopted September 8, 2005
THIS AGREEMENT made this d day of M0A..11i in the year 2005 and effective
AUGUST 1, 2005 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the
"CITY," and HDR Engineering, Inc., a for profit Nebraska corporation hereinafter called the
"PROGRAM MANAGER?
RECITAL
A. The City issued a Request for Proposals ("RFP") No. 04-05-019 on February 15, 2005 for
the provision of Professional Program Management Services for the Capital Improvement &
Transportation Program ("Services") and PROGRAM MANAGER'S proposal (°Proposal"), In
response thereto, was selected as the most qualified for the provision of said Services. The
RFP and PROGRAM MANAGER'S Proposal are sometimes referred to herein, collectively, as
the Solicitation Documents, and are by this reference expressly incorporated Into and made a
part of this Agreement as if set forth in full.
B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as
applicable, has selected the PROGRAM MANAGER in accordance with applicable provisions of
the City Procurement Ordinance, to provide the professional services as described herein.
WITNESSETH, that the CITY and the PROGRAM MANAGER, for the considerations
herein set forth, agree as follows:
ARTICLE 1 DEFINITIONS
1.01 ANNUAL WORK PROGRAM: a
comprehensive report of goals, strategies, tasks and
activities to be undertaken by the Program Manager
for a given year under this Agreement, along with a
detailed analysis of projected costs, personnel and
other resources required to accomplish same for that
period.
1.02 ATTACHMENTS: The Attachments to this
Agreement are expressly incorporated by reference
and made a part of this Agreement as if set forth in
full.
1.03 CITY COMMISSION: The legislative body of.
the City of Miami.
1.04 CITY MANAGER: The duly appointed chief
administrative officer of the City of Miami.
1.06 CITY OR OWNER: The City of Miami,
Florida, a Florida municipal corporation, the public
agency which is a party hereto and for which this
contract is to be performed. In all respects
hereunder, City's performance is pursuant to City's
position as the OWNER of the project. In the event
the City exercises Its regulatory authority as a
governmental body, the exercise of such regulatory
authority and the enforcement of any rules,
regulations, codes, laws and ordinances shall be
deemed to have occurred pursuant to City's authority
as a governmental body and shall not be attributable
in any manner to City as a party to this contract. The
City of Miami may be referred 10 herein as "OWNER`
or "CITY". For the purposes of this Agreement,
CITY" without modification shall mean the CITY
MANAGER.
1.08 CONSTRUCTION OBSERVER: An
employee of the City or of a consulting firm hired by
the CITY and assigned by the CITY to make
observations of construction Work performed by a
Contractor. Also referred to as "Consruction
Engineering Observer" or "CEO".
1.07 CONTRACTOR: An individual,
partnership, corporation, association, joint venture, or
any combination thereof, which has entered Into a
contract with the CITY for construction of City
facilities and incidentals thereto.
1.08 CORE PROGRAM STAFF: Staff
positions assigned on a full time basis to the Program
by the PROGRAM MANAGER with the DIRECTOR'S
approval, to serve as an extension of the City's staff
working inside the City's Miami Riverside Center or
other requested City facility and covered by the Lump
Sum portion of compensation under this Agreement.
CITY Contract No. K -05-00453
PROFESSIONAL SERVICES AGREEMENt
1.09 DEPARTMENT: shall mean the City's
office of Capital Improvements and Transportation
unless otherwise directed by the City Manager in
writng.
1.10 DIRECTOR The DIRECTOR of the CiTY's
Capital Improvements and Transportation office
designated herein as having the authority and
responsibility for managing the specific program and
projects covered under this Agreement. . The
DIRECTOR, in his/her sole discretion, shall have the
authority 10 delegate responsibilities herein to staff of
' the Capital Improvements and Transportation office
and shall do so in writing.
1.11 HORIZONTAL PROJECTS: capital
projects that generally consist of new construction,
repair and/or reconstruction of roadways, rights -of -
way and sireetscape improvements (roads, sidewalks
and swale areas) including, without limitation, street
grading, pavement milling, paving, curb and gutter
installation, striping, sidewalks, pavers, irrigation
systems, lighting and landscaping, hardscaping and
waterway improvements and maintenance, and
underground storm and/or sanitary sewer systems
and components such as pump stations, force mains,
injection wells and disposal outfalis.
1.12 NOTICE TO PROCEED: Same as
"Authorization to Proceed." A duly authorized written
letter or directive issued by the Director or Project
Manager acknowledging that ail conditions precedent
have been met and/or directing that PROGRAM
MANAGER may begin work on a particular
PROGRAM assignment, Project, or a specific task of
a Project as outlined In the ANNUAL WORK
PROGRAM, or a WORK ORDER.
1.13 PRIMARY SERVICES: Those services
considered by CITY to be fundamental to the
successful management of the overall CITP as stated
in the RFP, and in Attachment A of this Agreement.
1.14 PROFESSIONAL SERVICES: Those
services provided by the PROGRAM MANAGER to
lead and support the City In the execution and
implementation of the City's Capital improvement and
Transportation Program (CITP), Including, without
limitation, all administrative, technical, and
management activities undertaken as part of Primary
Service or Specialty Services. May also be referred to
herein as PROGRAM MANAGEMENT.
1.16 PROGRAM: The City's multi -year Capital
improvement and Transportation Program (CITP),
generally prepared on an annual basis, that details
the planned financial resources and Implementation
schedule and strategies for the City's capital projects
over a five (5) to six (5) year period, consisting of both
expeditures and purchases of capital goods and
equipment and of the planning, design, and
Page 5
construction of physical improvements and/or
modifications to buildings, facilities, parks, streets,
infrastructure and other capital assets of CiTY.
1.16 PROGRAM MANAGEMENT:
Professional Services provided by the PROGRAM
MANAGER including, without limitation, all
administrative, technical, and management activities
associated with leading and/or supporting the City as
determined by the Director in . the execution and
implementation of the City's Capital Improvement and
Transportation Program (CiTP).
1.17 PROGRAM MANAGER: HDR
Engineering, Inc„ a corporation of skilled and
qualified capital improvement program managers,
administratrative, technical, and other support, and
duly registered professional architects, landscape'
architects and/or engineers, which has entered into
the Agreement to provide professional services to the
CITY. As used throughout this Agreement, generally
refers to the PROGRAM MANAGEMENT team
including SUB -PROGRAM MANGERS.
1.1B PROJECT The construction, alteration
and/or repair, and all services and incidentals thereto,
of a City facility as contemplated and budgeted by the
CITY. The PROJECT or PROJECTS shall be further
defined in the SCOPE OF SERVICES and/or Work
Order issued pursuant to this Agreement.
1.19 PROJECT MANAGER: An employee or
representative of the CITY or PROGRAM MANAGER
assigned to manage and monitor the Work of a
particular PROJECT; including, without limitiation, the
planning, design and construction, as a direct
representative of the CITY.
1.20 RiSK ADMINISTRATOR: The City's Risk
Management Administrator, or designee, or the
individual named by the City Manager to administer
matters relating to insurance and risk of loss for the
City.
1.21 SCOPE OF WORK: A comprehensive
description of the activities, tasks, design features,
objectives, deliverables and milestones required for
the completion of Project, Program Management, or
an assignment with sufficient detail to allow a
reasonably accurate estimation of resources
necessary for its completion.
1.22 SPECIALTY SERVICES: sometimes
referred to as Additional Services, shall mean those
services which ere not directly tied to the overall
management of the CITP but to some unique, critical,
and/or possibly large scale, element of the CITP that
requires expertise that is unavailable from within the
CITY's personnel resources. The assignment of
Work as Specialty Services shall be made solely at
the discretion of the City, by the Director, with the
approval of the City Manager and/or the City
Commission as applicable, and will be accomplished
by a Work Order issued pursuant to thls agreement.
Compensation for any SPECIALTY SERVICES shalt
PROFESSIONAL SERIVCES AGREEMENT
be separately negotiated and may be lump sum,
hourly rate -based or other method as deemed
appropriate by the parties.
1.23 SUB -PROGRAM MANAGER: A person
or organization of properly qualified ►egistered
professional architects, landscape architects,
engineers, registered surveyor or mapper, and/or
other professional specialty lhat has entered into a
written agreement with the PROGRAM MANAGER to
furnish specified professional services for a Project or
Program Management task.
1.24 SUPPLEMENTAL PROGRAM STAFF:
Staff of PROGRAM MANAGER and/or SUB-
PROGRAM MANAGER assigned to the Program on a
' limited full-time or long term part-time basis and
generally covered by the Hourly Rate portion of
compensation under this Agreement, with the
approval of the DIRECTOR. individual tasks may be
assigned to SUPPLEMENTAL PROGRAM STAFF for
which Lump Sum Compensation may be negotiated.
1.25 VERTICAL PROJECTS: capital projects
that generally consist of new construction, repair,
renovation, and/or expansion of park and recreational
facilities, community and day care centers,
administrative offices and facilities, fire stations and
support facilities, police facilities, stadiums, exhibition
center(s), other performance venues, marinas, or any
other projects Identified by the Director.
1.26 WAGE RATES: The effective direct
expense to PROGRAM MANAGER and/or SUB-
PROGRAM MANAGER, on an hourly rate basis, for
employees in the specified professions and job
classifications assigned to provide services under thls
Agreement that justify and form the basis for
compensatory professional fees regardless of actual
manner of compensation.
1.27 WORK ORDER: A written document
issued by the CITY to the PROGRAM MANAGER
authorizing the performance of specific professional
services for a defined Project(s), or Program
Management assignment providing sufficient detail of
the Scope of Work, Including the identified tasks,
deliverables, time for completion, and the amount of
compensation authorized for such services.
1.28 WORK: also known as the Scope of Work,
is the tasks and activities generally identified in the
ANNUAL WORK PROGRAM or the task(s) and
activities identified in a WORK ORDER
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
The term of this Agreement shall be for one (1) year
commencing on the effective date hereof. This
specified term is intended for administrative and
budget control purposes and is not to be considered
or interpreted as a time.limftation.
CITY Contract No. K -05-00453
Page B
2.02 OPTION TO EXTEND
The CITY shall have the option to extend the term for
five (5) additional period(s) of one (1) year each,
subject to continued satisfactory performance of
Program Manager as determined by the Director, and
to the availability and appropriation of funds. City
Commission authorization Is required for extensions
of this Agreement unless otherwise provided by
amendment or legislation.
2.03 SCOPE OF SERVICES
PROGRAM MANAGER agrees to provide the
Services as specifically described and under the
special terms and conditions set forth in Attachment
"A" hereto, which by this reference is incorporated
into and made a part of this Agreement.
2.04 COMPENSATION
2.04-1 Compensation Limits
The amount of compensation payable by the CITY to
PROGRAM MANAGER shall generally be a lump
sum or not to exceed fee, based on the rates and
schedules established In Attachment B and
specifically Schedule B-5 hereto, which by this
reference is incorporated into this Agreement;
provided, however, that in no event shall the amount
of compensation exceed Five Million Seven Hundred
Eighty One Thousand Dollars ($5,781,000.00) for
PRIMARY SERVICES and One Million Five Hundred
and One Thousand Dollars ($1,501,000.00) for
SPECIALTY SERVICES in total over the initial term of
the Agreement. Any increase in compensation above
the limits set forth herein and any extension(s) shaft
require the approval of the City Commission and a
written amendment to this Agreement, unless
otherwise approved by action of the CITY
COMMISSION.
2.04-2 Payments
Unless otherwise specifically provided in Attachment
B, payment shall be made within thirty (30) days after
receipt of an acceptable PROGRAM MANAGER
invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient
detail, to allow a proper audit of expenditures, should
City require one to be performed. If PROGRAM
MANAGER is entitled to reimbursement of travel
expenses, then all bilis for travel expenses shall be
submitted following applicable provisions of Section
112.081, Florida Statutes.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The services to be performed hereunder shall be
performed by the PROGRAM MANAGER'S own staff,
unless otherwise provided in this Agreement, or
approved by the CITY. Said approval shall not be
construed as constituting an agreement between the
CITY and said other person or firm.
PROFESSIONAL SERiVCES AGREEMENT
3.02 REMOVAL OF UNSATISFACTORY
PERSONNEL
DIRECTOR may make written request to PROGRAM
MANAGER for the prompt removal and replacement
of any personnel employed or retained by the
PROGRAM MANAGER, or any Sub -PROGRAM
MANAGERS or subcontractors for cause. The
PROGRAM MANAGER shall respond to CITY within
fourteen (14) calendar days of receipt of such request
with either the removal and replacement of such
personnel or written justification as to why that may
not occur. The CITY shall make the final
determination as to the removal of unsatisfacotry
personnel from work assigned by CITY.
3.03 PROGRAM MANAGER KEY STAFF
The parties acknowledge that PROGRAM MANAGER
was selected by CITY, In part, on the basis of
qualifications of particular staff identified In
PROGRAM MANAGER'S response to CITY's
solicitation, hereinafter referred 10 as "Key Staff".
PROGRAM MANAGER shell ensure that Key Staff
are available for Work hereunder as long as said Key
Staff is In PROGRAM MANAGER'S employ or under
contract. PROGRAM MANAGER will obtain prior
approval of DIRECTOR to change Key Staff, which
approval may not be unreasonably withheld.
PROGRAM MANAGER shall provide Director with
such information as necessary to determine the
suitability of proposed new Key Staff.
3.04 TIME FOR PERFORMANCE
The PROGRAM MANAGER agrees to start all Work
hereunder upon receipt of a Notice to Proceed issued
by the DIRECTOR and to complete each assignment,
task or Phase within the time stipulated in the Notice
to Proceed. The CITY's approval of an ANNUAL
WORK PROGRAM es provided herein, or the
issuance of a purchase order for an ANNUAL WORK
PROGRAM or a WORK ORDER shall be considered
a Notice to Proceed. Time Is of the essence with
respect to performance of this Agreement.
A mutually agreeable extension of the time for
completion of various assignments, Tasks or phases
will be granted by the CITY should there be a delay
on the part of the CITY in fulfilling Its obligations
under this Agreement as stated herein. Such
extension of time shall not be cause for any claim by
the PROGRAM MANAGER for extra compensation.
ARTICLE 4 SUB -PROGRAM MANAGERS
4.01 GENERAL
4.01-1 A SUB -PROGRAM MANAGER is a
person or organization of properly registered
professional architects, landscape architects,
engineers, registered surveyors or mapper,
and/or other qualified professional with required
expertise who has entered into a written
CITY Contract No. K -05-00453
Page 7
agreement with the PROGRAM MANAGER to
furnish PRIMARY or SPECIALTY SERVICES
under this Agreement. Particular SUB-
PROGRAM MANAGERS were identified as part
of the consulting team in the competitive
selection process by which PROGRAM
MANAGER was chosen 10 perform the services
under this Agreement, and, subject to
modifications resulting from the negotiation of
this Agreement and to the approval of the CITY,
are identified and listed in Schedule Al attached
hereto and incorporated by reference,
4.01-2 A SPECIALTY SUB -PROGRAM
MANAGER is a person or organization that has,
with the consent of the DIRECTOR, entered into
a written agreement with the PROGRAM
MANAGER to furnish unique and/or specialized
professional services necessary for a project or
PROGRAM task described under SPECIALTY
SERVICES. Such Specialty Sub -Program
Manager may be In addition to those identified in
Schedule Al and are to be identified in the
related WORK ORDER for said services.
4.02 SUB -PROGRAM MANAGER
RELATIONSHIPS
4.02-1 All services provided by the
SUBPROGRAM MANAGERS shall be performed
pursuant to appropriate written agreements
between the PROGRAM MANAGER and the
SUB -PROGRAM MANAGERS, which shall
contain provisions that preserve and protect the
rights of the CITY under this Agreement.
4.02-2 Nothing contained in this Agreement
shall create any contractual or business
relationship between the CITY and the
SUBPROGRAM MANAGERS. The PROGRAM
MANAGER acknowledges that SUBPROGRAM
MANAGERS are entirely under his direction,
control, supervision, retention and/or discharge.
4.03 CHANGES TO SUBPROGRAM
MANAGERS
The PROGRAM MANAGER shall not change, add or
remove any SUB -PROGRAM MANAGER listed in
Schedule Al without prior written approval by the
DIRECTOR, in response to a written request from the
PROGRAM MANAGER stating the reasons for any
proposed addition, removal and/or substitution. Such
approval shell not be unreasonably withheld,
conditioned, or delayed by the Director.
ARTICLE 5 DEFAULT
5.01 GENERAL
if PROGRAM MANAGER fails to comply with any
term or condition of this Agreement or of any other
agreement it has with the CITY, or fails to perform
any of its obligations hereunder, then PROGRAM
PROFESSIONAL SERIVCES AGREEMENT
MANAGER shall be in default. Upon the occurrence
of a default hereunder the CITY, in addition to all
remedies available to it by law, may immediately,
subject to §5.03 herein, upon written notice to
PROGRAM MANAGER, terminate this Agreement
whereupon all payments, advances, or other
compensation paid by the CiTY to PROGRAM
MANAGER while PROGRAM MANAGER was in
default shall be immediately returned to the City.
PROGRAM MANAGER understands and agrees that
termination of this Agreement under this section shall
not release PROGRAM MANAGER from any
obligation accruing prior to the effective date of
termination.
in the event of termination due to default, in addition
to the foregoing, PROGRAM MANAGER shall be
liable 10 the City for all expenses incurred by the CITY
in preparing and negotiating this Agreement, as well
as all costs and expenses incurred by the CITY In the
re -procurement of the Services. In the event of
Default, CITY may also suspend or withhold
reimbursements from PROGRAM •MANAGER until
such time as the actions giving rise to default have
been cured. A termination for default that Is
subsequently determined to be in error may be then
automatically considered to be a termination for
convenience In accordance with ARTICLE 6,
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for
cause may include, without limitation, any of the
following:
5.02-1 PROGRAM MANAGER falls to obtain the
insurance herein required.
5.02-2 PROGRAM MANAGER fails to comply,
in a substantial or material sense, with any of its
duties under this Agreement, with any terms or
conditions set forth in this Agreement or in any
agreement It has with the CITY, beyond the
specified period allowed to cure such default.
5.02-3 PROGRAM • MANAGER falls to
commence the WORK within the time provided
or contemplated herein, or fails to complete the
WORK in a timely manner as required by this
Agreement and/or stated in an ANNUAL WORK
PROGRAM or a WORK ORDER issued pursuant
to this Agreement.
5.03 TIME TO CURE DEFAULT; FORCE
MAJEURE
CITY shall provide written notice to PROGRAM
MANAGER as io a finding of default, and PROGRAM
MANAGER shall take all necessary action to cure
sald default within the time stipulated in such notice,
after which time the CITY may terminate the
Agreement. The CITY MANAGER may, in his sole
discretion, grant one extension of time to perform any
required cure if PROGRAM MANAGER provides
written Justification deemed reasonably sufficient by
CITY MANAGER.
CITY Contract No. K-05-00463
Page 8
Should any such failure on the part of PROGRAM
MANAGER be due to a condition of Force Majeure es
that term is interpreted under Florida law, then CiTY
may allow an extension of time reasonably
commensurate with the cause of such failure to
perform or cure.
ARTICLE 6 TERMINATION OF
AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
The CITY has the right to terminate this Agreement
for any reason or no reason, upon ten (10) days'
written notice. Upon termination of this Agreement,
all charts, sketches, studies, drawings, reports and
other documents related to Work authorized under
this Agreement, whether finished or not, must be
turned over to the CiTY. The PROGRAM MANAGER
shall be paid in accordance with provisions OF
Attachment B, provided that said documentation is
turned over to CITYs within ten (10) business days of
termination. Failure to timely deliver the
documentation shall be cause to withhold any
payments due without recourse by PROGRAM
MANAGER until all documentation is delivered to the
CITY.
6.01-1 This Agreement may be cancelled when.
in the opinion of the City Commission,
termination is necessary to protect the interests
of public health, safety or general welfare.
6.01-2 if CiTY terminates for convenience when
PROGAM MANAGER is not in default,
PROGRAM MANAGER shall have no recourse
or remedy from such termination made by the
CITY except to retain and/or receive, as
applicable, the fees already disbursed or owing
as compensation for the WORK that was
performed in compliance with the Agreement
prior to termination, as full and final settlement of
any claim, action, demand, cost, charge or
entitlement it may have, or will, have against the
CITY, its officials or employees.
6.02 PROGRAM MANAGER'S RIGHT TO
TERMINATE
The PROGRAM MANAGER shall have the right to
terminate this agreement, in writing, following breach
by the City, if breach of contract has not been
corrected within sixty (60) days from the date of the
City's receipt of a statement from PROGRAM
MANAGER specifying its breach of its duties under
this agreement.
6.03 TERMINATION DUE TO
UNDISCLOSED LOBBYIST OR AGENT
PROGRAM MANAGER warrants that It has not
employed or retained any company or person, other
than a bona fide employee working solely for the
PROFESSIONAL. SERIVCES AGREEMENT
PROGRAM MANAGER to solicit or secure this
Agreement and that he or she has not paid or agreed
to pay any person, company, corporation, individual,
or firm, other than a bona fide employee working
solely for the PROGRAM MANAGER any fee,
commission, percentage, gift, or other consideration
contingent upon or resulting from the award or
making of this Agreement.
For the breach or violation of this provision, the CITY
shall have the right to terminate the agreement
without liability and, at its discretion, to deduct from
the contract price, or otherwise recover, the full
amount of such fee, commission, percentage, gift, or
consideration.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
With the exception of previously existing proprietary
items that are subject to licensing, all work products,
including, without limitation, reports, forms, drawings
and specifications, are considered instruments of
service are and shall become the property of the
CITY regardless of whether the program, Project or
activity for which they were made is contracted or
constructed. The PROGRAM MANAGER shall be
permitted to retain copies, including reproducible
copies, of work products solely for information and
reference in connection with the CITY's use.
7.02 DELIVERY UPON REQUEST OR
CANCELLATION
Failure of the PROGRAM MANAGER to promptly
deliver all such work products to the Director within
tan (10) days of cancellation, or within ten (10) days
of request by the CITY, shall be Just cause for the
CITY to withhold payment of any fees due
PROGRAM MANAGER until PROGRAM MANAGER
delivers all such work products. PROGRAM
MANAGER shall have no recourse from these
requirements.
7.03 RE -USE BY CITY
With the exception of previously existing proprietary
items that ere subject to licensing, all work products
may be used by the CITY on other projects, or for
completion or continuation of this program by others.
Work products for which the City has secured
licenses shall be used by CITY in accordance with
the terms of the license granted.
Submission or distribution to meet official regulatory
requirements or for other purposes in connection with
the Project is not to be construed as publication in
derogation of the PROGRAM MANAGER's rights.
7.04 ' NONDISCLOSURE
To the extent allowed by law, PROGRAM MANAGER
agrees not to divulge, furnish or make available to
any third person, firm or organization, without CITY's
CITY Contract No. K -05-00453
Page 9
prior written consent, or unless incident to the proper
performance of the PROGRAM MANAGER%
obligations hereunder, or in the course of judicial or
legislative proceedings where such information has
been properly subpoenaed, any non-public
information concerning the services to be rendered
by PROGRAM MANAGER hereunder, and
PROGRAM MANAGER shall require all of its
employees, agents, sub -PROGRAM MANAGERs and
subcontractors to comply with the provisions of this
paragraph.
7.06 MAINTENANCE OF RECORDS
PROGRAM MANAGER will keep adequate records
and supporting documentation, which concern or
reflect its services hereunder. Records subject to the
provisions of Public Record Law, Florida Statutes.
Chapter 119, shall be kept in accordance with statute.
Otherwise, the records and documentation will be
retained by PROGRAM MANAGER for a minimum of
three (3) years from the date of termination of this
Agreement or the date the Program is completed,
whichever is later. CITY, or any duly authorized
agents or representatives of CITY, shall have the
right to audit, inspect, and copy all such records and
documentation as often as they deem necessary
during the period of this Agreement and during the
three (3) year period noted above; provided, however
such activity shall be conducted only during normal
business hours.
ARTICLE 8 INDEMNIFICATION
The PROGRAM MANAGER shall hold harmless,
indemnify and defend the CITY, at PROGRAM
MANAGER'S own cost and expense, CITY officials
and employees harmless from any and all claims,
losses and causes of actions which may arise out of
the performance of this Agreement as a result of any
act of negligence or negligent omission,
recklessness, or intentionally wrongful conduct of the
PROGRAM MANAGER or the Sub -PROGRAM
MANAGERS. The PROGRAM MANAGER shaft pay
all claims and losses of any nature whatsoever in
connection therewith and shall defend all project
related suits, in the name of the CITY when
applicable, and shall pay all costs, including without
limitation reasonable attorney's and appellate
attorney's fees, and judgments which may Issue
thereon. The PROGRAM MANAGER'S obligation
under this paragraph shall not be limited in any way
by the agreed upon contract price, or the PROGRAM
MANAGER'S limit of, or lack of, sufficient insurance
protection and shall apply to the full extent that it is
caused by the negligent act or omission,
recklessness or intentional wrongful conduct of the
PROGRAM MANAGERS, its agents, servants, or
representatives. This article shall survive the
termination or expiration of the Agreement.
PROFESSIONAL SERIVCES AGREEMENT
ARTICLE 9 INSURANCE
The PROGRAM MANAGER shall not start Work
under this Agreement until the PROGRAM
MANAGER has obtained all insurance required
hereunder and the CITY's Risk Manager has
approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies
authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator.
All companies shall have a Florida resident agent and
be rated at least A(X), as per A.M. Best Company's
Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE
COVERAGE
The PROGRAM MANAGER shalt furnish certificates
of insurance to the Risk Administrator for review and
approval prior to the execution of this Agreement. The
Certificates shall clearly indicate that the PROGRAM
MANAGER has obtained Insurance of the type,
amount and classification required by these
provisions, in excess of any pending claims at the
time of contract award to the PROGRAM MANAGER.
PROGRAM MANAGER shall maintain coverage with
equal or better rating as identified herein for the term
of this contract. PROGRAM MANAGER shall provide
written notice to the City's Department of Risk
Management of any material change, cancellation
and/or notice of non -renewal of the insurance within
30 days of the change. PROGRAM MANAGER shall
furnish a copy of the insurance policy or policies upon
request of the Risk Administrator.
PROGRAM MANAGER shall furnish copies of
insurance policies pertaining to this Agreement to
RISK ADMINISTRATOR within ten (10) days of
written request.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability and
Automobile Liability
Coverage shall have minimum limits of
$1,000,000 per Occurrence, Combined singte
Limit Bodily injury Liability and Property Damage
Liability. General Aggregated Limit shall have a
minimum limit of $2,000,000. This shall include
Premises and Operations, Independent
Contractors, Products and Completed
Operations, Broad Form Property Damage, XCU
Coverage, and Contractual Liability. Automobile
coverage including hired, borrowed or non -
owned autos, limits of Liability, Bodily Injury,.
Damage Liability for any one accident
$1,000,000. The City of Miami shall be named
CITY Contract No. K -06-00453
Page 10
an additional insured on both of these
coverages.
9.03-2 Professional liability Insurance
The PROGRAM MANAGER shall maintain
Professional Liability Insurance including Errors
and Omissions coverage in the minimum amount
of $1,000,000 per claim, providing for all sums
up to said limit which the PROGRAM MANAGER
shall be legally obligated to pay as damages for
claims arising out of lhe services performed by
the PROGRAM MANAGER or any person
employed by the PROGRAM MANAGER in
connection with this Agreement. This insurance
shall be maintained for at least one year after
completion of the services hereunder.
9.03-3 Worker's Compensation Insurance
The PROGRAM MANAGER shall maintain
Worker's Compensation insurance in compliance
with Florida Statutes, Chapter 440, as amended,
and Employee's Liability with a minimum limit of
$500,000 each occurrence.
9.03-4 Sub -Program Manager Compliance
PROGRAM MANAGER shall ensure that all Sub -
PROGRAM MANAGERS comply with the
insurance requirements commensurate with their
specific level of involvement or responsibility on
the overall Program, as determined by Risk
Management.
9.04 MODIFICATIONS TO COVERAGE
The RISK ADMINISTRATOR or his/her authorized
designee reserves lhe right to require modifications,
Increases, or changes in the required insurance
requirements, coverage, deductibles or other
insurance obligations by providing a thirty (30) day
written notice to the Program Manager in accordance
with §10.06 herein. PROGRAM MANAGER shall
comply with such requests uniess the insurance
coverage is not then readily available in the national
market, and may request additional consideration
from City accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS
The CITY reserves the right to audit the PROGRAM
MANAGER'S accounts during the performance of this
Agreement and for three (3) years after final payment
under this Agreement. The PROGRAM MANAGER
agrees to furnish copies of any records necessary, In
the opinion of the Director, to approve any requests
for payment by the PROGRAM MANAGER.
10.02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to
time, represents the entire and integrated agreement
between the CITY and the PROGRAM MANAGER
and supersedes all prior negotiations, representations
PROFESSIONAL SERIVCES AGREEMENT
or agreements, written or oral. This Agreement may
not be amended, changed, modified, or otherwise
altered in any respect, at any time after the execution
hereof, except by a written document executed with
the same formality and equal dignity herewith,
Waiver by either party of a breach of any provision of
this Agreement shell not be deemed to be a waiver of
any other breach of any provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be
transferred, pledged, sold, delegated or assigned, In
whole or in part, by the PROGRAM MANAGER
without the written consent of the CITY, acting by and
through its City Commission. It is understood that a
sale of the majority of the stock or partnership shares
of the PROGRAM MANAGER, a merger or bulk sale,
an assignment for the benefit of creditors shall each
be deemed transactions that would constitute • an
assignment or sale hereunder requiring prior City
approval.
The PROGRAM MANAGER'S services are unique in
nature and any transference without CITY
COMMISSION approval shall be cause for the CITY
to cancel this Agreement. The PROGRAM
MANAGER shall have no recourse from such
cancellation, The City may require bonding, other
security, certified financial statements and tax returns
from any proposed Assignee and the execution of an
Assignment/ Assumption Agreement In a form
satisfactory to the City Attorney as a condition
precedent to considering approval of an assignment.
The PROGRAM MANAGER and the CITY each binds
one another, their partners, successors, legal
representatives and authorized assigns to the other
party of this Agreement and to the partners,
successors, legal representatives and assigns of
such party In respect to all covenants of this
Agreement.
10.04 TRUTH -IN -NEGOTIATION
CERTIFICATE •
For any Project or activity to be compensated under
the Lump Sum method, the PROGRAM MANAGER
shall certify that wage fates and other factual unit
costs supporting the compensation are accurate,
complete, and current at the time of Notice to
Proceed. The original PROGRAM MANAGEMENT
fee and any addition thereto will be adjusted to
exclude any significant sums by which the CITY
determines the fee was increased due to inaccurate,
incomplete or non -current wage rates and other
factual unit costs. All such price adjustments will be
made within one (1) year following the end of the
Project. or activity.
10.05 APPLICABLE LAW AND VENUE OF
LITIGATION
This agreement shall be interpreted and construed In
accordance with and governed by the laws of the
CITY Contract No. K -05-00453
Page 11
State of Florida. Any suit or action brought by any
party, concerning this agreement, or arising out of
this agreement, shall be brought in Miami -Dade
County, Florida. Each party shall bear its own
attorney's fees except in actions arising out of
PROGRAM MANAGER'S duties to indemnify the City
under ARTICLE 8 where PROGRAM MANAGER shall
pay the Clty's reasonable' attorney's fees.
10.06 NOTICES
Whenever either party desires to give notice unto the
other, such notice must be in writing, sent by
facsimile, courier, electronic mail or registered United
States mail, return receipt requested, addressed to
the party for whom it is intended at the place last
specified; and the place for giving of notice shall
remain such until it shall have been changed by'
written notice in compliance with the provisions of
this paragraph. For the present, the parties
designate the following as the respective places for
giving of notice:
FOR CITY OF MIAMI:
City Manager
City of Miami, City Hall
3500 Pan American Drive
Miami, FL 33133
AND
Director
City of Miami, Department of Capital
Improvements & Transaortation
444 S.W. 2nd Ave., - 8m Fi
Miami, Florida 33130
With a copy to:
City Attorney
City of Miami
444 S.W. 2114 Ave., Suite 945
Miami, Fl. 33130-1910
FOR PROGRAM MANAGER:
HDR Engineering, Inc.
ATTN: Paul Bowdoin, PE, Senior Vice President
2202 N. West Shore Blvd., Suite 250
Tampa, FL 33607
10.07 INTERPRETATION
The language of this Agreement has been agreed to
by both parties to express their mutual intent and no
rule of strict construction shall be applied against
either party hereto. The headings contained in this
Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this
Agreement shall include the other gender, and the
singular shall include the plural, and vice versa,
unless the context otherwise requires. Terms such
as "herein,' "hereof,' "hereunder," and `hereinafter
refer to this Agreement as a whole and not to any
particular sentence, paragraph, or section where They
PROFESSIONAL SERIVCES AGREEMENT
appear, unless the context otherwise requires.
Whenever reference is made to a Section or Article of
this Agreement, such reference is to the Section or
Article as a whole, Including all of the subsections of
such Section, unless the reference is made to a
particular subsection or subparagraph of such
Section or Article.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort
of the City AND PROGRAM MANAGER and the
resulting document shall not, solely as a matter of
judicial construction, be construed more severely
against one of the parties than any other.
10.09 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any
term, statement, requirement, or provision of any
exhibit attached hereto, • any document or events
referred to herein, or any document incorporated into
this Agreement by reference and a term, statement,
requirement, or provision of,thls Agreement, the term,
statement, requirement, or provision contained in this
Agreement shall prevail and be given effect.
10.10 MEDIATION - WAIVER OF JURY
TRIAL.
In an effort to engage In a cooperative effort to
resolve conflict which may arise during the course of
the execution of the Scope of Work, the parties to this
Agreement agree all disputes between them shall be '
submitted to non -binding mediation prior to the
initiation of litigation, unless otherwise agreed in
writing by the parties. A certified local mediator, who
the parties find mutually acceptable, will conduct any
Mediation Proceedings in Miami -Dade County, State
of Florida. The parties will split the costs of the
mutually acceptable certified mediator on a 50/50
basis. The PROGRAM MANAGER agrees to include
such similar contract provisions with all Sub -
PROGRAM MANAGERS and/or independent
contractors and/or PROGRAM MANAGERS retained
for the project(s), thereby providing for non -binding
mediation as the primary mechanism for dispute
resolution.
in an effort to expedite the conclusion of any litigation
the parties voluntarily waive their right to jury trial in
any action arising under this Agreement.
10.11 TIME
Time is of the essence in this Agreement.
10.12 COMPLIANCE WITH LAWS
PROGRAM MANAGER shall comply with all
applicable laws, codes, ordinances, rules, regulations
and resolutions including, without limitation, the
Americans with Disabilities Act ("ADA"), as amended,
and all applicable guidelines and standards in
performing its duties, responsibilities, and obligations
related to this Agreement. The PROGRAM
CITY Contract No. K -05-00453
Page 12
MANAGER represents and warrants that there shall
be no unlawful discrimination as provided by law in
connection with the performance of this agreement.
10.12-1 Non -Discrimination
CITY warrants and represents that it does not
and will not engage In discriminatory practices
and that there shall be no discrimination in
connection with PROGRAM MANAGER'S
performance under this Agreement on account of
race, color, sex, religion, age, handicap, marital
status or national origin. PROGRAM MANAGER
further covenants that no otherwise qualified
individual shall, solely by reason of his/her race,
color, sex, religion, age, handicap, marital status
or national origin, be excluded from participation
in, be denied services, or be subject to•
discrimination under any provision of this
Agreement.
10.12-2 OSHA Compliance and
Jobslte Safety
The PROGRAM MANAGER warrants that it will
comply with all safety precautions as required by
federal, state or local laws, rules, regulations and
ordinances. The CITY reserves the right to
refuse PROGRAM MANAGER access to CITY
property, including project jobsites, if PROGRAM
MANAGER employees are not properly equipped
with safety gear in accordance with OSHA
regulations or if a continuing pattern of non-
compliance with safety regulations is exhibited by
PROGRAM MANAGER.
Jobslte safety is the sole responsibility of the
Contractor.
10.12.3 ADA Compliance
PROGRAM MANAGER shall affirmatively comply
with all applicable provisions of the Americans
with Disabilities Act ("ADA') in the course of
providing any work, labor or services funded by
the City, including Titles I & II of the ADA
(regarding nondiscrimination on the basis of
disability) and all applicable regulations,
guidelines and standards. Additionally the
PROGRAM MANAGER shall take affirmative
steps to -insure nondiscrimination in employment
of disabled persons.
10.13 NO PARTNERSHIP
PROGRAM MANAGER is an independent contractor.
This Agreement does not create a joint venture,
partnership or other business enterprise between the
parties. The PROGRAM MANAGER has no authority
to bind the City to any promise, debt, default, or
undertaking of the PROGRAM MANAGER.
PROFESSIONAL SERIVCES AGREEMENT
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing
with the CITY or decisions of the CITY shall be within
the exercise of the reasonable professional discretion
of the DIRECTOR or the DIRECTOR'S authorized
designee.
10.15 RESOLUTION OF CONTRACT
DISPUTES:
PROGRAM MANAGER understands and agrees that
all disputes between it and the City based upon an
alleged violation of the terms of this Agreement by
the City shall be submitted to the City Manager for
his/her resolution, prior to PROGRAM MANAGER
being entitled to seek judicial relief In connection
therewith. Should the amount of compensation
hereunder exceed $50,000, the City Manager's
decision shall be approved or disapproved by the City
Commission. PROGRAM MANAGER shall not be
entitled to seek judicial relief unless:
(1) it has first received City Manager's written
decision, approved by the City Commission
if applicable, or
(ii) a period of sixty (60) days has expired after
submitting to the City Manager a detailed
statement of the dispute, accompanied by all
supporting documentation, or a period of
(90) days has expired where City Manager's
decision is subject to City Commission
approval; or
{Ili) City has waived compliance with the
procedure set forth in thls section by written
instrument(s) signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR:
PROGRAM MANAGER has been procured and is
being engaged to provide services to the City as an
independent contractor, and not as an agent or
employee of the City. Accordingly, the PROGRAM
MANAGER shall not attain, nor be entitled to, any
rights. or benefits under the Civil Service or Pension
Ordinances of the CITY, nor any rights generally
afforded classified or unclassified employees.
PROGRAM MANAGER further understands that
Florida Workers' Compensation benefits available to
employees of the City are not available to PROGRAM
MANAGER, and agrees to provide workers'
compensation Insurance for any employee or agent
of PROGRAM MANAGER rendering services to the
City under this Agreement.
10.17 CONTINGENCY CLAUSE: Funding
for this Agreement is contingent on the availability of
funds and continued authorization for program
activities and the Agreement is subject to amendment
or termination due to lack of funds, reduction of funds
and/or change in regulations, upon thirty (30) days
notice.
CITY Contract No. K -05-00453
Page 13
PROFFS8IGNALSERIVCES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST
Signature
Paul A. Bowdoin, Sr.
Print Name, Title
ATTEST:
Vice
p0cioRAm::NtA1 . GEJ ••HD gnirniaering,
Iinc.;. 0,ior'1 tii.ketir isk4=#0► ? totlpn
■kze.4st
Signature
President William A. Wadsworth, Executive Vice
PROGRAM MANAGER Secretary
(Affirm PROGRAM MANAGER Seal, if
available)
ATTEST:
Priscilla Thompson, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
tter-rGio
Dania Carrillo, Administrator
Risk .Management Department
IL
CITY Contract No. K-06r00463
President
Print Name, Title of Authorized Officer at Official
(Corporate Seal)
CITY OF MIAMI, a municipal corporation of the
State of Florida
Joe Arriola, City Manager
APPROVED AS TO LEGAL FORM AND
CORRECT ESS:
Jorge . • _ I y ttorney
Page 14
1
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
HDR En inaerin Inc,
the laws of the State of Nebraska a corpor- organs ed and existin under
resolution was duly passed and adopted authorizing (Nahme, y of
I ill
(Title)Executive Vice Presidoft the corporation to execute agreements on behalf of the
corporation and providing that his/her execution thereof, attested by the secretary of the
corporation, shall be the official act and deed of the corporation.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th , ' day of October
20 05.
griA-6/4( er....--4/',.. „.e__,__
Print: Paul A. Bowdoi
Senior Vice,Pres3dent
PROFESSIONAL SERVICES AGREEMENT
NOTARIZATION
STATE OF FLORIAA
) SS:
COUNTY OF xTLLsBoRouGA
The foregoing instrument was acknowledged before me this 4tko: day of October
20 05,by William H. Wadsworth and
Paul A. Bowdoin who is personally known to me or who has
produced
as identification and who (diet / did not) take an
oath.
NATURE OF NOTARY PUBLIC
ATE OF FLORIDA
I I'► DI
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
cis. Judith A Mack -Adams
My Commission DD202041
%.," Expires Aprii 13, 2007
CITY Contract No. K-05-00453
Page 15