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HomeMy WebLinkAboutExhibit 1Geotechnical and Construction Material Testing Services (RFQ No. 08-09-069) ASSUMPTION AGREEMENT OF A PROFESSIONAL SERVICES AGREEMENT This Assumption Agreement of the Professional Services Agreement ("PSA") entered into as of the day of ,2013, by and between the City of Miami, a Florida municipal corporation whose principal address is 444 Southwest 2nd Avenue, Miami, Florida 33130 (hereinafter referred to as "City"), and Vertical V-Southeast, Inc., a Delaware corporation (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, on February 11, 2011, pursuant to Request for Qualifications No. 08-09-069, the City entered into a Professional Services Agreement ("PSA") with Kaderabek Company ("KACO") for the provision of Geotechnical and Construction Material Testing Services for Miscellaneous Projects; and WHEREAS, KACO has been purchased by NV5 Holdings, Inc., through its subsidiary, Vertical V-Southeast, Inc.; and WHEREAS, the City has been notified that as part of the acquisition, Vertical V-Southeast, Inc. ("Consultant") acquired the name rights of KACO and has retained all existing professional staff and maintains the same level of accreditation, licensing and insurance coverages; and WHEREAS, as of the bill of sale date, the Consultant assumed all of the rights, obligations and duties of KACO and is the successor in interest of KACO; and Page 1 of 6 Geotechnical and Construction Material Testing Services (RFQ No. 08-09-069) WHEREAS, Section 10, Article 10.03, "SUCCESSORS AND ASSIGNS", of the PSA allows for the assumption of the PSA with the City's written consent, acting by and through its City Commission; and WHEREAS, Resolution No. , adopted on June 27, 2013 authorized the acceptance of the assumption of the PSA with KACO by the Consultant; NOW, THEREFORE, in consideration of the covenants and agreements herein contains and for other good and valuable consideration, the receipt and sufficiency whereof being hereby acknowledged and intending to be legally bound, the parties hereto agree as follows: 1. INCORPORATION BY REFERENCE: The foregoing recitals are true and correct and are hereby incorporated and made a part of this Assumption of Agreement. 2. ASSIGNMENT: The City hereby agrees to accept the Consultant as the Assignee of the PSA as of day of , 2013, the date of execution by all the parties to this Assumption Agreement. 3. ASSUMPTION BY CONSULTANT ASSIGNEE: As of the Effective Date, the Consultant, as Assignee of KACO, hereby knowingly and voluntarily assumes, confirms, warrants and represents that it shall perform, be bound by, adhere to, comply with and perform the terms, covenants, and conditions and obligations under the referenced PSA, as amended from time to time. This PSA is attached hereto as Exhibit "A" and is made a part of this Assumption Agreement as if set forth in full herein and represents the terms and conditions which are binding upon the Consultant. Page 2 of 6 Geotechnical and Construction Material Testing Services (RFQ No. 08-09-069) 4. NOTICES: Notices to the Consultant shall be sufficiently delivered if served in person, by facsimile with a confirmation receipt or by U.S. mail to the following address: Richard Tong, Esq., Executive Vice President & General Counsel Vertical V-Southeast, Inc. 200 South Park Road, Suite 350 Hollywood, FL 33021 (954) 495-2114 5. COUNTERPARTS: This Assumption Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. 6. GOVERNING LAW, VENUE, ATTORNEYS FEES: This Assumption Agreement and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without reference to the conflict of law provisions thereof. Venue in any legal proceedings between the parties shall be in Miami -Dade County, Florida. Except as may be provided by the PSA, the parties will bear their own respective attorney's fees. 7. TERMS AND CONDITIONS: The terms and conditions contained in the PSA shall continue to govern the rights and obligations of the parties and shall remain in full force and effect as stated therein and as such are herby ratified and reaffirmed. Page3 of 6 Geotechnical and Construction Material Testing Services (RFQ No. 08-09-069) NOW, THEREFORE, IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this day and year first written above. "Consultant" ATTEST: Vertical V-Southeast, Inc., a Delaware corporation By: By: Print Name: Title: Print Name: Title: Authorized Corporate Officer "City" ATTEST: CITY OF MIAMI, a municipal Corporation By: By: Todd Hannon, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Julie O. Bru, City Attorney Calvin Ellis, Director Risk Management Department Composite Exhibit "A"- PSA between the City of Miami and KACO Composite Exhibit "B"- Bill of Sale Page4of6 Geotechnical and Construction Material Testing Services (RFQ No. 08-09-069) Exhibit "A" - PSA Page 5 of 6 ' ` Service Category Contract Type Consultant CITY OFMIAM| DEPARTMENT OFCAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT GeotochOica|and Construction Material Testing Services (RFQNo. O8-0G-OG9) Miscellaneous Projects KADERABEK COMPANY TABLE DFCONTENTS ARTICLE DEFINITIONS 4 ARTICLE 2GENERAL CONDITIONS 5 2.01 TERM » %.V% SCOPE OFSERVICES 5 2.03 COMPENSATION 5 ARTICLE PERFORMANCE G 3.01 PERFORMANCE AND DELEGATION O 3.02 REMOVAL DFUNSATISFACTORY PERSONNEL O 3.03 CONSULTANT KEY STAFF O 3.04 TIME FOR PERFORMANCE O ARTICLE SUBCONSULTANTS G 4.01 GENERAL 1 O 4.03 SUBCONSULTANTRELATONSH|PS O 4.03 CHANGES ToSUBCON8ULTANT8 7 ARTICLE DEFAULT 7 6.01 GENERAL T 5.02 CONDITIONS oFDEFAULT 7 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 7 ARTICLE TERMINATION OFAGREEMENT T 6.01 c|rfaRIGHT TOTERMINATE 7 8.02 CONSULTANT'S RIGHT TOTERMINATE D $.03 TERMINATION DUE TOUNDISCLOSED LOBBYIST ORAGENT 8 ARTICLE DOCUMENTS AND RECORDS D 7.01 OWNERSHIP OFDOCUMENTS 8 7.02 DELIVERY UPON REQUEST ORCANCELLATION D 7.03 RE -USE BvCITY 8 7.04 NONDISCLOSURE O 7.06 MAINTENANCE OF RECORDS 9 ARTICLE /NOEK0N|P|8AT(DN.. g ARTICLE INSURANCE 9 e.01 COMPANIES PROVIDING COVERAGE y 9.02 VERIFICATION opINSURANCE COVERAGE e 9,03 FORMS OFCOVERAGE S 9.04 MODIFICATIONS TO COVERAGE 10 ART|CLE1O MISCELLANEOUS 10 10.01 AUDIT RIGHTS 10 10.02 ENTIRE AGREEMENT 10 10.03 auccsaaORS AND ASSIGNS 10 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 11 10.05 APPLICABLE LAW AND VENUE OFLITIGATION 11 10.06 NOTICES 11 10.07 INTERPRETATION 11 10.08 JOINT PREPARATION 12 10.09 PRIORITY OF PROVISIONS 12 10.10 MEDIATION -WAIVER OFJURY TRIAL 12 10.11 TIME 12 10.12 COMPLIANCE WITH LAWS 12 10.13 NO PARTNERSHIP 13 10.14 DISCRETION -OF -DIRECTOR 1S C|P Contract No. 0 9~ 3 TABLE OF CONTENTS (CONTINUED) 10.15 RESOLUTION OF CONTRACT DISPUTES: 13 10.18 INDEPENDENT CONTRACTOR. 13 ATTACHMENT A - SCOPE OF WORK 18 ARTICLE Al GENERAL 18 A1.01 SCOPE OF SERVICES 18 A1.02 REQUEST FOR PROPOSAL 18 ARTICLE A2 GEOTECHNICAL AND CONSTRUCTION TESTING 18 A2.01 DESCRIPTION OF THE WORK' 18 SCHEDULE A1, - SUB -CONSULTANTS 21 SCHEDULE A2. — KEY STAFF 21 SCHEDULE B1 — TASK RATE SUMMARY 22 CIP Contract No. Page 2 PSA (RFQ 08-09-069) CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Geotechnical and Construction Material Testing Services Contract Type Miscellaneous Projects Consultant KADERABEK COMPANY Consultant Office Location 9565 NW 40 Street Road Miami, FL 33178 City Authorization City Code 18-87 (RFQ 08-09-069) This Agreement made this //lay of in the year 2011 ("Agreement") by and between the City of Miami, Florida, hereinafter called the "City," and KADERABEK COMPANY, hereinafter caned the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 08-09-069 on August 24, 2009 for the provision of Geotechnical and Construction Material Testing Services for Miscellaneous Projects ("Services") and Consultant's proposal ("Proposal"), in response thereto, was selected as. one of the most qualified for the provision of said Services. The RFQ and the 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 Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: CIP Contract No. 9 3"T5"..Rk Page 3 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments mean the Attachments to this Agreement which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement 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 Agreement. The City of Miami shall be referred to herein as "City". For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.09 Contractor means 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. 1.10 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements Program or designee. 1.11 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.12 Notice to Proceed means same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that Consultant may begin work on the Project. 1.13 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor the Services to be performed under this Agreement and the construction of a project as a direct representative of the City. 1.14 Project means 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. 1.15 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/ engineering services" or "professional services", as applicable, which are within this definition. CIP Contract No. Page 4 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 1.16 Risk Administrator means 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. 1.17 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.18 Sub -Consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.19 Wage Rates means the effective direct expense to Consultant and/or Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the 'basis 'for professional fees regardless of actual manner of compensation. 1.20 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1.21 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific Project or phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in 2.03 are not exceeded. 2.02 SCOPE OF SERVICES Consultant agrees to provide the Services as specifically described and set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to Consultant shall generally be a lump sum or not to exceed fee, based on the rates and schedules established in Attachment B hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager .as applicable and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other compensation methodologies. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of Consultant's 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. CIP Contract No. Page 5 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and perform Services pursuant to the requirements of this Agreement. The Consultant 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. All decisions involving personnel will be made by Consultant. Such request shall solely relate to said employees work under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that Consultant was selected by City, in part, on the basis of qualifications of particular staff identified in Consultant's response to City's solicitation, hereinafter referred to as "Key Staff". Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key Staff is in Consultant's employ. Consultant will obtain prior written acceptance of Director or designee to change Key Staff. Consultant shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant 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. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may 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 Consultant for extra compensation: ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was identified as part of the consulting team in the competitive selection process by which Consultant was chosen to perform the services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference. 4.01-2 A Specialty Sub -Consultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a Project or task described under Additional Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants shall be performed pursuant .to appropriate written agreements between the Consultant and the Sub -Consultants, 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 Sub -Consultants. The Consultant acknowledges that Sub -Consultants are entirely under its direction, control, supervision, retention and/or discharge. CIP Contract No. Page 6 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add or modify change any Sub -Consultant listed in Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLE 5 DEFAULT 5.01 GENERAL If Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Consultant 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, upon written notice to Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Consultant while Consultant was in default shall be immediately returned to the City. Consultant understands and agrees that termination of this Agreement under this section shall not release Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, Consultant shall be liable to 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, including consequential and incidental damages. In the event of default, City may also suspend or withhold reimbursements from Consultant until such time as the actions giving rise to default have been cured. 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 Consultant fails to obtain or maintain the insurance or bonding herein required. 5.02-2 Consultant 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 Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE City through the Director or designee shall provide written notice to Consultant as to a finding of default, and Consultant shall take all necessary action to cure said default within time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required cure if Consultant provides written justification deemed reasonably sufficient. Should any such failure on the part of Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the 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, including the Director or designee 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, and other documents, including all electronic copies related to Services authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director or designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by Consultant until all documentation is delivered to the Director or designee. CIP Contract No. Page 7 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 6.01-1 Consultant shall have no recourse or remedy from a termination made by the City except to retain the fees earned compensation for the Services that was performed in complete compliance with the Agreement, 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 CONSULTANT'S RIGHT TO TERMINATE The Consultant 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 written statement from Consultant specifying its breach of its duties under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant 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 Consultant 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 this 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 All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to City at any time during the performance of such services and/or upon completion or termination of this Agreement. Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) clays 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 Consultant until Consultant delivers all such documents. Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant agreements and/or Work Orders for new Services will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this Agreement Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without Director or designee's prior written consent, or unless incident to the proper performance of the Consultant's 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 Consultant hereunder, and Consultant shall require all of its employees, agents, Sub -Consultants and subcontractors to comply with the provisions of this paragraph. CIP Contract No. Page 8 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT • 7.05 MAINTENANCE OF RECORDS Consultant 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 Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project 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 Consultant shall hold harmless, indemnify and defend the City, its officials and employees 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 Consultant or the Sub -Consultants. The Consultant shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend at 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 Consultant's obligation under this paragraph shall not be limited in any way by the agreed upon contract price, or the Consultant's limit of, or lack of, sufficient insurance protection and shall apply to the full extent that it is caused by the negligence, act, omission, recklessness or intentional wrongful conduct of the Consultants, its agents, servants, or representatives. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant 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 Consultant shall 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 Consultant 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 Consultant. Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. Consultant 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. Consultant shall furnish a copy of the insurance policy or policies upon request of the Risk Administrator. Consultant 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 single 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 an additional insured on both of these coverages. CIP Contract No, Page 9 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 9.03-2 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000 per occurrence, combined single limits, providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 9.03-3 WORKER'S COMPENSATION INSURANCE The Consultant 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 -CONSULTANT COMPLIANCE Consultant shall ensure that all Sub -Consultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the 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 Consultant in accordance with §10.06 herein. Consultant shall comply with such requests unless 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 Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. 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 Consultant and supersedes all prior negotiations, representations 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 shall 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 Consultant 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 Consultant, 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 Consultant's services are unique in nature and any transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant 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 Consultant 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. CIP Contract No. Page 10 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs.. All such price adjustments will be made within 1 year following the end of the Project. 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 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 Consultant's duties to indemnify the City under ARTICLE 8 where Consultant shah pay the City'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 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: Alice Bravo, P.E., Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Avenue - 8th Floor Miami, Florida 33130 With a copy to: Albert Sosa, P,E., Assistant Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2°d Avenue - 8th Floor Miami, Florida 33130 For Consultant: Barry R. Goldstein, P.E., Principal & Vice President Kaderabek Company 9565 NW 40 Street Road Miami, FI 33178 Phone: (305) 666-3563 Barry@Kaderabek.com 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 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. CIP Contract No. Page 11 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and Consultant 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 this 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 design and /orconstruction of the subject project(s), and/or following the completion of the projects(s), 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 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 a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions' with all Sub -Consultants and/or independent contractors' and/or Consultants 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 or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. 10.12 COMPLIANCE WITH LAWS Consultant 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 Consultant 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 Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Consultant 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 The Consultant 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 Consultant access to City property, including project jobsites, if Consultant 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 Consultant. 10.12-3 ADA COMPLIANCE Consultant 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 Consultant shall take affirmative steps to —insure nondiscrimination in employment of disabled persons. CIP Contract No. Page 12 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 10.13 NO PARTNERSHIP Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 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: Consultant 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 for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant Director -Contracts shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute, the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. Consultant must submit any further appeal in writing within five calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for his/her resolution, is required prior to Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000, the City Manager's decision shall be approved or disapproved by the City Commission. Consultant shall not be entitled to seek judicial relief unless: (i) 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 (iii) City has waived compliance with the procedure set forth in this section by written instruments) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR: Consultant 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, Consultant 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. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, and agrees to provide workers' compensation insurance for any employee or agent of Consultant 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. CIP Contract No. Page 13 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT 10.18 THIRD PARTY BENEFICIARY Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 PERFORMANCE EVALUATIONS The City conducts performance evaluations during and after completion of agreements with consultants, which are used as a basis for the awarding of future work as well advising the consultant of their performance. CIP Contract No. Page 14 PSA (RFQ 08-09-069) PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written, WITNESS/ATTEST: Signature 41- 2.4' Fl • Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Priscilla Thompson, ity C1= k APPROVED AS TO INSURANCE REQUIREMENTS: Gary �Zestleefb;i'cy, Director Risk Management Department Consultant: KADfaBEK COMPANY Sig ature — — / ^SJ Print Name, i itle of Authorized Officer or Official (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida Tony E. Crapp, Jr., City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Julie O. Bru, City Att riey CIP Contract No. 9" 3 5-1 g. PSA (RFQ 08-09-069) Page 15 ATTACHMENT B— COMPENSATION CERTIFICATE OF AUTHORITY (IF CORPORATION) �I HEREBY CERTIFY that at a meeting of the Board of Directors of A-DE4A-4 Cp,-10A-/L1 , a corporation organized and existing under the laws of the State of k--2o '.d/} , held on the / "day of_JA-NLA-46/ , eo[?A{ a resolut_ign was Auly passed and adopted authorizing (Name),A- ,P. �a s I,vJ as (Title) i'ce— .e..i:6i of the corporation to execute agreements on behalf of the corporation and providing that Ills/her execution hereof, attested by the secretary of the corporation, shall be the official act and de d oft c rporation. 1 further certify that said resolution remai in full force and effect. 714 IN WITNESS WHEREOF, I hav- hereunto 'et my hand this6 , day of.,./A/Vu4,Ecf , 20//. Secretary: Print: 71 AIDCZ/46 re, CERTIFICATE OF AUTHORITY ) (IF PARTNERSHIP) HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existi - under the laws of - State of , held on the _day of , a resolution was du • sassed and adopted authorizing (Name) as (Title) of the partnership to execute agreemen - on behalf of the partnership and provides 'at his/her execution thereof, attested by partner, shall be the official act and deed of the pa -rship. I further certify that said partnership ag =-meet remains in force and effect. IN WITNESS WHEREOF, I have h- -unto set hand this day of 20 Partner: Print: Names and addresses of rtners: Name treet Address City State Zip CIP Contract No. PSA (RFQ 08-09-069) Page 16 executed and am bound IN WITNESS WHER Signed: Pri ATTACHMENT B — COMPENSATION TIFICATE OF AUTHORITY (IF JOINT VENTURE) Join • -ntures must submit a joint venture agreement indicating that the per signing this bid is author] 2. to sign bid documents on behalf of the joint venture. If t - is no joint venture agreement ea s ember of the joint venture must sign the bid submit the appropriate Certificate of Au' , ity (corporate, partnership, or indiv. al). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, 1 (Name , individually and doing business as (d/b/a) (If Applicable) have estation is attached. , 20_ b ` e terms of the Agreement to which thi , I have hereunto set my hand this day of NOTARIZATION STATE OFL-t2,61.D ) ) SS: COUNTY OF /-1/ `-fl'- E -The foregoing instrument was acknovy;edged before me this Tt day of J . , 20 / y , by. `ZDM4-5 --• -✓3D C.2A-i C who is personally known to rr(e or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED . NAME OF NOTARY PUBLIC �`Pnr P� MARIA M. CRUZ - e(. Notary Pubic - State of Florida My Commission Expires Feb 27, 2012 s?c Commission # DD 763023 BondedThrough NationalNotaryAssn. CIP Contract No. PSA (RFQ 08-09-069) Page 17 ATTACHMENT B - COMPENSATION ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Geotechnical and Construction Testing Services shall include, but are not limited to, Reports; Studies; Soil Exploration; Geotechnical Exploration Testing; Roadway Materials Testing; Foundations Studies; Construction Materials Sampling, Testing and Reporting; Pavement Evaluation and Reporting and Coordination with the CITY, Miami -Dade County, and other private and/or governmental agencies. A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, Comprehensive Geotechnical Professional Services for the Project. A1.02 REQUEST FOR PROPOSAL A1.02-1 PROCEDURES When CIP has determined that a Project is to proceed, the Director or authorized designee will request a written proposal for the Scope of Services provided to the Consultant. Upon review of the proposal, the City will accept or reject the proposal. Once a proposal is accepted, a purchase order will be issued. This Agreement does not confer on the Consultant any particular, exclusive or special rights to any work required by the City. Outside of this Agreement, the Consultant may submit proposals and/or qualifications for any professional services which the Consultant is qualified to perform in response to any public solicitation issued by City. ARTICLE A2 GEOTECHNICAL AND CONSTRUCTION TESTING WORK in this category may include any or all of the services described below. A2.01 DESCRIPTION OF THE WORK The CONSULTANT shall, for each project, be responsible for a complete geotechnical investigation. All work performed by the CONSULTANT shall be in accordance with CITY standards, or as otherwise directed by the Project Manager. The Project Manager will make interpretations and changes regarding geotechnical standards, policies and procedures and provide guidance to the CONSULTANT. Prior to beginning each phase of investigation and after the Notice to Proceed is given, the CONSULTANT shall submit investigation plan for approval and meet with the PROJECT MANAGER or representative to review the project scope and CITY requirements. The investigation plan shall include, but not be limited to, the proposed boring locations and depths, and all existing geotechnical information from available sources to generally describe the surface and subsurface conditions of the project site. Additional meetings may be required to plan any additional field efforts, review plans, resolve plans/report comments, resolve responses to comments, and/or any other meetings necessary to facilitate the project. The CONSULTANT shall notify the CITY a minimum of two business days prior to all related meetings and field activities in order to facilitate scheduling attendance of a City representative. A2.01-1(A) DOCUMENT COLLECTION AND REVIEW CONSULTANT will review printed literature including topographic maps, county agricultural maps, aerial photography (including historic photos), ground water resources, geology CIP Contract No. Page 18 PSA (RFQ 08-09-069) ATTACHMENT B - COMPENSATION bulletins, potentiometric maps, pile driving records, historic construction records and other geotechnical related resources. Prior to field reconnaissance, CONSULTANT shall review U.S.G.S., S.C.S. and potentiometric maps, and identify areas with problematic soil and groundwater conditions. A2.01-1(B) ROADWAY The CONSULTANT shall be responsible for coordination of all geotechnical related fieldwork activities. The CONSULTANT shall retain at samples until acceptance of plans. Rock cores shall be retained as directed in writing by the PROJECT MANAGER. Obtain pavement cores as directed in writing by the PROJECT MANAGER. If required by the PROJECT MANAGER, a preliminary roadway exploration shall be performed before the Initial Engineering Phase plans submittal. The preliminary roadway exploration will be performed and results provided to the Engineer of Record to assist in setting roadway grades and locating potential problem areas. The preliminary roadway exploration shall be performed as directed in writing by the PROJECT MANAGER. CONSULTANT shall perform specialized field-testing as required by project needs and as directed in writing by the PROJECT MANAGER. All laboratory testing and classification will be performed in accordance with applicable CITY standards, ASTM Standards or AASHTO Standards, unless otherwise specified in the Contract Documents. A2.01-1(C) DETAILED BORING LOCATION PLAN: Develop a detailed boring location plan. Meet with CITY Geotechnical Project Manager for boring plan approval. If the drilling program expects to encounter artesian conditions, the CONSULTANT shall submit a methodology(s) for plugging the borehole to the CITY for approval prior to commencing with the boring program. A2.01-1(d) STAKE BORINGS/UTILITY CLEARANCE: Stake borings and obtain utility clearance A2.01-1(e) MOT PLANS FOR FIELD INVESTIGATION: Coordinate and develop Maintenance of Traffic (MOT) plan. All work zone traffic control will be performed in accordance with the CITY's Roadway and Traffic Design Standards Index 600 series. A2.01-1(f) DRILLING ACCESS PERMITS: Obtain all State, County, City, and Water Management District permits for performing geotechnical borings, as needed. A2.01-1(g) PROPERTY CLEARANCES: Notify property tenants in person of drilling and field activities, if applicable. Written notification to property owners/tenants is the responsibility of the CITY's Project Manager. A2.01-1(h) GROUNDWATER MONITORING: Monitor groundwater, using piezometers. A2.01-1(i) LBR SAMPLING: Collect appropriate samples for Limerock Bearing Ratio (LBR) testing. A2.01-1()) COORDINATION OF FIELD WORK: Coordinate all field work required to provide geotechnical data for the project A2.01-1(k) SOIL AND ROCK CLASSIFICATION — ROADWAY: Refine soil profiles recorded in the field, based on results of laboratory testing. A2.01-1(I) DESIGN LBR: Determine design LBR values from the 90% and mean methods. A2.01-1(m) LABORATORY DATA: Tabulate laboratory test results for inclusion in the geolechnical report, the report of test(s) sheet(s), Roadway Soil Survey Sheet(s), and for any necessary calculations and analyses. A2.01-1(n) SEASONAL HIGH WATER TABLE: Review the encountered ground water levels and estimate seasonal high ground water levels. Estimate seasonal low ground water levels, if requested. A2.01-1(o) PARAMETERS FOR WATER RETENTION AREAS: Calculate parameters for water retention areas, ex -filtration trenches, and/or swales. CIP Contract No. Page 19 PSA (RFQ 08-09-069) ATTACHMENT B — COMPENSATION A2.01-1(p) LIMITS OF UNSUITABLE MATERIAL: Delineate limits of unsuitable material(s) in both horizontal and vertical directions. Assist the Engineer of Record with detailing these limits on the cross -sections. If requested, prepare a plan view of the limits of unsuitable material. A2.01-1(q) ASCII FILES FOR CROSS -SECTIONS: Create ASCII•files of boring data for cross -sections. A2.01-1(r) EMBANKMENT SETTLEMENT AND STABILITY: Estimate the total magnitude and time rate of embankment settlements. Calculate the factor of safety against slope stability failure. A2.01.1(s) STORMWATER VOLUME RECOVERY AND/OR BACKGROUND): Perform stormwater volume recovery analysis as directed by the CITY. A2.01.1(t) GEOTECHNICAL RECOMMENDATIONS: Provide geotechnical recommendations regarding the proposed roadway construction project including the following: description of the site/alignment, design recommendations and •discussion of any special considerations (i.e. removalof unsuitable material, consolidation of weak soils, estimated settlement time/amount, groundwater control, high groundwater conditions relative to pavement base, etc.) Evaluate and recommend types of geosynthetics and properties for various applications, as required. A2.01-1(u) PRELIMINARY ROADWAY REPORT AND PAVEMENT EVALUATION REPORT: If a preliminary roadway investigation is performed, a preliminary roadway report shall be submitted before the Initial Engineering Phase plans submittal. The purpose of the preliminary roadway report will be to assist in setting road grades and locating potential problems. • Copies of U,S.G.S. and S.C.S. maps with project limits shown. ■ A report of tests sheet that summarizes the laboratory test results, the soil stratification (Le. soils grouped into layers of similar materials) and construction recommendations relative to Standard Indices 500 and 505. • Results of all tasks discussed in the previous section, ■ An appendix that contains stratified soil boring profiles, laboratory test data sheets, sample embankment settlement and stability calculations, design LBR calculation/graphs, and other pertinent calculations. • The CONSULTANT will respond in writing to any changes and/or comments from the CITY and submit any responses and revised reports. If a pavement evaluation is performed, the evaluation and report submittal shall be in accordance with Section 3.4 of the Materials Manual: Pavement Coring and Evaluation. A2.01-1(v) FINAL REPORT: The Final Roadway Report shall include the following: • Copies of U,S.G.S. and S,C.S, maps with project limits shown. • A report of tests sheet that summarizes the laboratory test results, the soil stratification (i.e. soils grouped into layers of similar materials) and construction recommendations relative to Standard Indices 500 and 505. • Results of all tasks discussed in the previous section. ▪ An appendix that contains stratified soil boring profiles, laboratory test data sheets, sample embankment settlement and stability calculations, design LBR calculation/graphs, and other pertinent calculations. The CONSULTANT will respond in writing to any changes and/or comments from the CITY and submit any responses and revised reports. A2.01-1(w) AUGER BORING DRAFTING: Draft auger borings as directed by the CITY. A2.01-1(x) SPT BORING DRAFTING: Draft SPT borings as directed by the CITY. CIP Contract No, Page 20 PSA (RFQ 08-09-069) ATTACHMENT B - COMPENSATION SCHEDULE Al. - SUB -CONSULTANTS FIRM NAME CONSULTING FIELD NOT APPLICABLE SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION NOT APPLICABLE CIP Contract No. PSA (RFQ 08-09-069) Page 21 ATTACHMENT B - COMPENSATION ATTACHMENT B - COMPENSATION SCHEDULE B1 - TASK RATE SUMMARY CIP Contract No. Pages 22 PSA (RFQ 08-09-069) ATTACHMENT B - COMPENSATION SCHEDULE B1 TASK SUMMARY 1. GEOTECHNICAL SERVICES (9.01) Mobilization of Truck -Mounted Drill Rig. [If Site is NOT Accessible and Special / Additional A. Equipment is Required to Reach the Penetration Point(s), additional fees may be charged Upon Approval of the City Project Manager] RATES $350.00 UNIT Upto4 Percolations per Day or Up to 100 Ft. of Borings. B. Borings Standard Penetration perASTM D-1566: With Casing: Penetration Depth 0' to 50' $19.00 Per Foot Penetration Depth 51' to 75' $22.00 Per Foot Penetration Depth 76' to 100' $26.00 Per Foot Penetration Depth 101' to 150' $33.00 Per Foot Without Casing: Penetration Depth 0' to 50' $14.00 Per Foot Penetration Depth 51' to 75' $17.00 Per Foot Penetration Depth 76' to 100' $21.00 Per Foot Penetration Depth 101' to 150' $26.00 Per Foot C. Aucer Borings ner ASTM D-1452 Penetration Depth: Penetration Depth 0' to 50' $12.00 Per Foot Penetration Depth 51'to 75' $16.00 Per Foot Penetration Depth 76' to 100' $18.00 Per Foot Penetration Depth 101' to 150' $ 22.00 Per Foot D. Rock Coring perASTM D-2113 (Max. NX Size): E. Penetration Depth 0' to 50' $30,00 Per Foot Penetration Depth 51' to 75' $36.00 Per Foot Penetration Depth 76'to 100' $42.00 Per Foot Penetration Depth 101' to 150' $50.00 Per Foot Standard Penetration Test (Includes Mobilization and Soil Boring Log) (Portable Equipment) Standard Penetration Test (Water Boring) (Equipment Excluded, Barge Cost to be 1E.1 Negotiated -by -User -Department -Permit -Reimbursable -upon -Proof -of -Payment.) $21,00 Per Foot $45.00 Per Foot 9 - 3/745k,� Page 1 of 15 F. G. H. J. K. L. M. N. O. P. 2. MONIT A. B. C. D. E. RATES $96.00 . UNIT Per Sample Undisturbed Sampling per ASTM D-15 Slug Percolation Test-USGS / PWD 9" Dia. Hole (DERM) (Min. 2 per Job) $374.00 Per Test Double Ring Infiltration Test per ASTM D-3385 (Swale or Grassy Areas) (Min. 2 Tests) $432.00 Per Test Percolation Tests 11.1 Fla. Dept. of Health and Rehabilitative Services, Chapter 100-6.57 (Mn,i2 Tests per Job) $325.00 Per Test 11.2 . DCPW Highway Division (Min. 12". Dia.) (Min. 2 Tests per Job) $470.00 Per Test 11.3 Open Hole Method (Min. 6" Dia.)(Min. 2 Tests) $467.00 Per Test Closing Holes with Grout /Approved Method(s) to Safe proof Site. [Safe proof to be Accomplished Before Laboratory Leaves the Site(s)3 $8.00 Per Lineal Foot Trench Test per So. Fla. Water Management District. (Excludes Equipment and Operator) (Provide Equipment Rental Invoice for Direct Cost Reimbursement). $460.00 Per Test Soil Cement Stabilization Field Inspection $52.00 Per Hour 1 L.1 Soil Cement Cylinder Testing $56.00 Per Hour Water Quality Monitoring $75,00 Per Sample Geotechnical Engineering Evaluation and Report of Existing Soil with Respect to Allowable Bearing Capacity. $120.00 Per Hour Geotechnical Engineer Pile Capacity Analysis $120.00 Per Hour Muck Probes $78.00 Per Hour ORING WELLS (Includes Drilling) (9.01) $326.00 Up to 2 Wells per Day Mobilization of Truck -Mounted Drill Rig. (Same Conditions Apply as referenced for Geotechnical Services, Item 1.A, Page 1 of the Fee Schedule) Monitoring Well Installation (2" PVC, Max. 20' Depth)* (Min. 2 Wells)** $619.00 Per Well Monitoring Well Abandonment (2" PVC, Max. 20' Depth)* (Min. 2 Wells)** $258.00 Per Well Monitoring Well Abandonment (4" PVC, Max. 20' Depth)* (Min. 2 Wells)** $330.00 Per Well Monitoring Well (4" PVC, Max. 20' Depth)* (Min, 2 Wells)** $800.00 Per Well Page 2of15 RATES $70.00 UNIT Per Foot F. Monitoring Well Installation (2" PVC, Greater than 20' up to 100' )* (Min. 2 Wells)** * Excludes Permit. ** Due to Security Constraints Rates Negotiable for Aviation, Seaport and MDT. G. Repair of Monitoring Wells Unit Rates $909.00 Per Unit H. Water Quality Monitoring (Does Not Include Analytical Tests) (Per Well) $239.00 Per Well 1. Direct Push Well Installation (20 Feet Max.) $711.00 Per Well J. Direct Push Soil / Groundwater Sampling $1,421.00 Per Day Boat Rental (Min. 8 Hour Day) With Prior Approval by the Issuing Department (Furnish Copy K. of Ownership or Copy of Rental Invoice). $431.00 Per Day RE -STRESS I PRE -CAST (9.02) $52.00 Per Hour :Includes Travel, Mileage, Delivery and Certified Reports). Pre -Stress / Pre -Cast Fabrication Inspection per PCI MNL-116 (Structural) or MNL-117 A (Architectural) (Bridge and Building Units / Ready Mix Plants Inspections) ( Min. 4 Hrs.) B. Pre -Stress (Inspection and Certified Report Included) (Stressing Operation and Inspection) per PCI MNL-116 (Min.4 Hrs,) $55.00 Per Hour C. Reinforced Concrete Pipe and Pre -Fabricated Manhole Inspection (Types, Sizes, and Design) (Includes Inspection and Certified Report) (Min. 4 Hrs.) $52.00 Per Hour D. Absorption Test of Pre -Cast Units per ASTM C-497. $49.00 Per Core E. Three Edge Bearing Test per ASTM C-497. $61,00 Per Hour F. Hydrostatic Testing per ASTM C-497. $65.00 Per Hour G Testing Concrete Cylinder per ASTM C-497. (Same Conditions Apply as Shown on 3A.1) (Does NOT Include Technician or Pick -Up), $34.00 Per Cylinder If Additional Hours are Required Must have Approval from Issuing Department. PILING (9.02) $56.00 Per Hour A. Pile Driving/Auger Cast Pile Inspection (Includes Certified LoglReport (4 Hrs. Min.) 4A.1 Splice of Piles as an Addition (per Occurrence) (with Prior Approval from Engineer) (Witness Splice). $67.00 Per Hour B. Vibro-Flotation Inspection (4 Hrs. Min.) • $52.00 Per Hour Page 3 015 C. 5. SOILS (Include A. B. C. D. E. Pile Load Test -Test Frame and Load Set-up Witnessed by Certified Inspector per ASTM D• 1143 (Equipment/ Loads Furnished by Contractor) RATES $64,DD UNIT Per Hour 4C.1 Furnishing and Set-up of Calibrated Gauges. $103.00 Per Gauge 4C.2 Monitoring of Pile Load Test, Collect Field Data, and Inspector Time. $64.00 Per Hour 4C.3 Pile Load Test Report, Certify and Prepare Report for Load Capacity of Pile. (Engineer's Time). $120.00 Per Hour (9.02) s Travel, Mileage, Delivery and Certified Report) Field Density Tests - (Technican and Equipment) 5A.1 Sand Cone Method per AASHTO T-19 and ASTM D-1556 (2 Tests Min.) $81.00 . Per Test Nuclear Method per AASHTO T-238 & ASTM D-2922, (Moisture per AASHTO T- 239 & ASTM D-3017) (Min. 4 Tests): 5A.2 Per Test (From 1 thru 4 Tests), Per Trip $45.00 Per Test Per Test (From 5 thru 10 Tests), Per Trip $31.00 Per Test Per Test (From 11or More Tests), Per Trip $27.00 Per Test 5A.3 Maximum / Minimum Relative Density Tests per ASTM D-4253 and 4254 (Field and Laboratory) $156.00 Per Test Moisture Density Tests (Proctor)• 5B 1 Standard per AASHTO T-99 and ASTM D-698 (Non -Traffic Areas)(Min. 2 Tests per Trip) $118.00 Per Test. 5B.2 Modified per AASHTO T-180 and ASTM-1577 (Building / Highway Projects) (Min. 2 Tests per Trip) $136.00 Per Test Limerock Bearing Ratio (LBR) - FDOT $324.00 Per Test Carbonates on LBR Material (2 Tests per Trip) $66.00 Per Test Laboratory California Bearing Ratio (CBR) per ASTM D-1883 (One Point) $246.00 Per Test 5E.1 Lab Proctor Test $125.00 Per Test 5E.2 Three (3) Point CBR $319.00 Per Test Page 4 of 15 F. G. H. J. K. L. M. N. 0. P. Q. R. S. T. U. V. Field California Bearing Ratio per Asphalt Institute MS-10 (Latest Version) (Reaction Load by Others) (2 Tests Min.) RATES $390.00 UNIT Per Test Moisture Content $36.00 Per Test Organic Content 5H.1 Limerock per AASHTO T-267 (by Incineration) $45.00 Per Test 5H.2 Test of Soil Chemical Analysis [(1972) P.R. Hesse P. 211] (by Peroxide) $63.00 Per Test Grain Size perAASHTO T-27 (Sieve Analysis Only) $58.00 Per Test Mechanical Analysis perASTM D-422 orT-11 and T-27 $60.00 Per Test Soil Classification perASTM D-3282 and D-2487 (AASHTO-Unified-FAA) $92.00 Per Test Los Angeles Abrasion on Rip -Rap per ASTM C-535 (Large Size Coarse Aggregate) $229,00 Per Test Soundness on Rip -Rap perASTM C-88 (5 Cycle Sodium Sulphate) $268.00 Per Test Soil Specific Gravity perASTM D-854 $56.00 Per Test Material Finer than 200 Sieve per ASTM C-117 $40.00 Per Test Liquid Limit perASTM D-4318 (Atterberg Limits) $58.00 Per Test Salt Content per FDOT FM 5.515 $55.00 Per Test Limerock Base Thickness Determination - Minimum 3" Diameter Holes FAAP- 211 (Min. 2 Tests) (Excludes Mobilization and Transportation) $71.00 Per Test Unlimited Tests $646.00 Per Day Limerock Chemical Analysis per DCPW, FDOT (2 Tests Min.) $81.00 Per Test Limerock Chemical Analysis per DCAD FAAP-211 (2 Tests Min.) Resistivity Test in Accordance with California Method 643-7 with Break- down for Test, Sampling, PH Measurement of Water and Soil, etc. $81.00 $132.00 Per Test Per Test Sediments Tests $68.00 Per Test Page 5ef15 W. Soil Load Bearing Test (Plate Load) (Reaction Load by Others) 5W.1 Static Load on Foctings per ASTM D-1194 5W.2 Repetitive Static Load for Pavement per ASTM D-1195 5W.3 Non -Repetitive Static Load for Pavement per ASTM D-1196 RATES X. Soil Relative Density Tests (Vibro-Flotation / In -Situ Verification) 5X.1 CPT Cone Penetration Test Soundings Y. Horticultural Service for PH Value of Soil. Z. Horticultural Service for Soluble Salts in Soil AA. Horticultural Service for Macro Nutrients in Soil AB. Backfill Monitoring (4 Hrs. Min.) AC. Geotechnical Engineer(Min. 2 Hours) UNIT n/a Per Test $518.00 Per Test Per Test Per Foot $40.00 $40.00 $75.00 $120.00 $518.00 $12.00 $40,00 Per Test Per Test • Per Test Per Hour Per Hour 6. ASPHALT CONCRETE (9.03) (Includes Travel, Mileage, Delivery and Certified Report.) A Asphalt Paving Design Mix Marshall Method (Includes Sampling, Standard Design and Applicable Marshall Procedures) per Asphalt Institute Manual Series No. 2 $718,00 Per Mix B. Analysis of Special Design Mix. $605.00 Per Mix C. Marshall Properties (FDOT Procedures) (Aviation P- 401 / P- 405). (Technician plus tests.) 6C. 1 Stability per ASTM D-1559 orAASHTO D-T 245 (Set of 3 Specimen). 6C. 2 Flow per ASTM -1559 or AASHTO D-T 245 (Set of 3 Specimen). 6C, 3 Density per ASTM D-2726 (Set of 3 Specimen). GC. 4 Air Voids per ASTM- 3203 (Set of 3 Specimen). 6C. 5 Maximum Density per ASTM D-2041. 6C. 6 Particle Coating per ASTM D-2489. $111.00 Per Set $101.00 Per Set $105.00 Per Set $101.00 Per Set $67.00 Per Set $117.00 Per Sample Page 6 of 15 D. F. G. H. J. 6C.7 Sampling/Prep, Per ASTM D-1559 / D-2726. RATES $70.00 . UNIT Per Sample 6C. 8 Bulk Specific Gravity of Drilled Core per ASTM D-2726. $49.00 Per Core 6C. 9 Moisture Content - Drying per ASTM C-566. $50.00 Per Sample 6C.10 Moisture Content - Distillation per ASTM D-1461. $118.00 Per Sample 60.11 Asphaltic Specific Gravity /Absorption of Aggregate Blends. $91.00er Aggregate Sarno 6C.12 Sampling Hot Mix at Manufacturer Per ASTM D-979. $55.00 Per Hour 6C.13 Effect of Water on Hot Mix per ASTM D-1075 (Set of 6 Samples). $117.00 Per Set 6C.14 Washed Sieve Analysis. $60.00 Per Sample 6C.15 AASHTO T-182. $125.00 Per Sample 6C.16 Fat / Elongated Pieces per ASTM D-4791, $127.00 Per Sample 6C.17 Effect of Moisture On Hot Mix per ASTM D-4867 (Set of 6 Samples). $282.00 Per Set 6C.18 Sand Equivalent per ASTM D-2419 $90.00 Per Sample 6C.19 Effect of Water on Cohesion per ASTM D-1075 / Modified. $177.00 Per Sample Extraction/Gradation Analysis per ASTM D-6307. $135,00 Per Test Asphalt Plant Technician Using FDOT Approved Plant, Laboratory and Procedures for Extraction, Gradations, Marshall Tests and Temperature Checks (ASTM D-290.85) (Per Person. Min. 4 Hrs.) $61.00 Per Hour Paving Technician for On -Site Paving Operations, Inspections per FDOT Procedures (Temperature, Density Testing and Observation) (4 Hr. Min.) $52.00 Per Hour Asphalt Densities (Nuclear -Back Scatter Method) (Min. 4 Tests). $27.00 Per Test Asphalt Core Drilling for Thickness Measurements (Includes Asphalt Patching) (Min. 6 Cores per Call-0ut). $52.00 Per Core Asphalt Cores Laboratory Tests for Measurements per ASTM D-3549 and Weight per Cubic Foot, per ASTM D-2726. (Min. 4 Cores) $41.00 Per Core Gyratory Compaction (Bulk Specific Gravity) $105.00 Per Sample Page 7 of 15 8. CONCRETE TESTING (9.03) (Inclusive of Travel, Mileage, Delivery and Certified Report) A. Cylinders - Cast and Tested by Laboratory. Standard 6"x12" or 4"x 8" Cylinder. (Concrete Temperature Test and Slump Test) 8A.1 (Per ASTM C-31 "Section 7" Lab. Strength Tests per C-39 using C-617 or C-1231) (Max. 5 Cylinders Per Set). RATES $100.00 UNIT Per Set 8A.2 Lightweicht 3"x 6" Cylinder includes Concrete Per ASTM C-495 (Max 5 Cylinders Per Set). $100,00 Per Set BA.3 Air Entrainment per ASTM C31(used Concurrently with Concrete Set Testing). $27.00 Per Set 8A.4 Cylinder Pick -Up. $30.00 Per Hour B. Securing Structural or Pavement Cores per ASTM C-42( 6"Max. Dia,) (3 Cores Min.) 88.1 8" Deep 813.2 14" Deep 8B.3 12" Deep x 12" Diameter $109.00 Per Core $135,00 Per Core $135,00 Per Core C. Cores Trim and Compression Test per ASTM C-42. $27.00 Per Test D. Concrete Masonry Units per ASTM C-140 & C-551- Block/Brick per ASTM-140. 811 1 Concrete Brick per ASTM C-551. (Min. 2 Bricks) 8D.1A Compression $40.00 Per Brick 8D.1B Absorption $56,00 Per Brick 8D.1 C Dimension $38.00 Per Brick 8D.1D Appearance $37.00 Per Brick 8D. 2 Block, Manhole 8D. 3 Block, Concrete Compression per ASTM C-140 • Individual Units. 8D. 4 Block, Concrete Absorption per ASTM C-140 Individual Units. $49.00 Per Test $40.00 Per Test $58.00 Per Test 8D, 5 Moisture Content of Concrete Block per ASTM C-140. $52.00 Per Block Page 8 of 15 8D. 6 Block Series, Dimensions, Compression, Absorption, Moisture Content and Unit Weight (Density) per ASTM C-140. 8D. 7 (Cast by Others). BD, 8 Masonry Prisms per ASTM C-1314 (Fabricated by Contractor) (Unfilled). 8D. 9 Sampling and Pick -Up (Casting Not Included). 8D.10 Concrete Block Unit Weight per ASTM C-140. BD.11 Grout Cube Compression Test per ASTM C-1014 (Cast by Others). 8D.12 Technician to Cast Mortar or Grout Cubes in Laboratory or On -Site (Incl. Slump & Temp. Tests) per ASTM C-1019 8D.13 On -Site Masonry inspector per ACI-530.1 (Min. 4 Hrs.) Mortar Cubes 2"x 2"x 2" Compression Test per ASTM C-109 (Min. 3 per Test) E, Concrete Beams 8E.1 Tension Test per ASTM C-496 (Splitting Tension Test for Cylindrical Specimen, not Beams). 8E.2 Flexural Test per ASTM C-78 (ASTM C-31, C-78) Cast perASTM C-36, (2 Beams • Required per Test). F. Air Content per ASTM C-173 or ASTM C-231. G. Concrete Densities (Unit Weight) & Yield Test per ASTM C-138. H Design Mix per ACI-211 Standard Aggregate (Materials Furnished by Supplier) (Laboratory Sampling Included) (1 Trial Batch and 6 Cylinder Tests) (First of Any Series). (Additional Design Mixes in Series) 8H.1 Design Mix Materials Testing. 8H.la Gradation. 8H.lb Fine Aggregate Gravity and Absorption C-127. 8H.1c Coarse Aggregates Specific Gravity and Absorption C-128. 8H:1d LA Abrasion C-88. RATES UNIT $155.00 Per Block Per Cube $120.00 $55.00 $55.00 $17.00 $50,00 $50.00 $45.00 $100.00 $29.00 $26.00 $487.00 8369,00 Page 9 of 15 $29.00 $69.00 $78.00 $ 87.00 $199.00 Per Prism Per Unit Per Block Per Cube Per Hour Per Hour Per Test Per Beam Per Test Per Test Per Mix Per Mix Per Test Per Test Per Test Per Test J. K. L. M. 0, P. Q. R. S. T. U. V. W. On -Site Inspection per ACI.304 and AC!-311.5R (Per Site Visit as Approved by the Engineer) (4 Hrs. Min.) RATES $56.00 UNIT Per Hour Concrete Plant Inspection per ACI-311.5 (Mix and Weight Verification) (4 Hrs. Min.) $56.00 Per Hour Windsor Probe Test per ASTM C•803 (Penetration Resistance to Determine Uniformity) with Equipment Charge (Windsor Gun) (Per Trip Per Location) $247.00 Per Trip ASTM C-803 (Set of 3 Probes per Test) $94.00 Per Test Concrete Rebound Hammer Test per ASTM C-805 (Use of Spring Driven Steel Hammer to Determine Uniformity of In -Place Concrete) (4 Hrs. Min.) S63.00 Per Hour Pullout per ASTM C-900 (Includes Pin installation), $324.00 Per Test Thickness of Concrete per ASTM C-1383. $63.00 Per Hour Corrosion Activity per ASTM C-876 $82.00 Per Hour Chloride Content. 8Q.1 Per ASTM C-1152 $112.00 Per Test 8Q,2 Per ASTM C-1218 $119,00 Per Test Pachometer (Magnometer) Readings for Reber Location, Approximate Size and Spacing (4 Hrs, Min.) $58.00 Per Hour Los Angeles Abrasion per ASTM C-131 (Small Size Coarse Aggregate). $194.00 Per Test Sieve Analysis per ASTM • 135. $90.00 Per Test Absorption Fine Aggregate per ASTM C-128, Coarse Aggregate per ASTM C -127. $58.00 Per Test Specific Gravity Fine Aggregate per ASTM C-128, Coarse Aggregate per ASTM C-127. $56.00 Per Test Weight per Cubic Feet per ASTM C-29. $49.00 Per Test Page IDof15 STEEL (9,04) RATES $68.00 . UNIT Per Hour (Use - AWA, AMS, AWS, ASME, API, as Applicable A. Shop / Field Weld Inspection per ASTM D•5339 (4 Hrs. Min.) B, AWS, AWA, ASME Welder Tests • Groove or Fillet Plate Per Position $215.00 Pipe $225.00 Per Position C. Reinforcing Steel Tensile Test $131.00 Per Test D. Reinforcing Steel Deformation Test $48.00 Per Test E. Reinforcing Bar Placement Inspection $80.00 Per Hour F. Chemical Laboratory Test Welding Inspection and Dye Penetrant Weld Testing Per Hour $81.00 G. Radiograph Weld Inspection (Min. 4 Tests) $125.00 Per Test H Enaineerinq Services Per Hour 9H.1 Special Inspector for Threshold Buildings (State Certified) (2 Hrs. Min.) $120.00 9H.2 Special Inspector Designee (2 Hrs. Min.) $75.00 Per Hour 9H.3 Special Inspector under the Florida Building Code (2 Hrs. Min.) $85.00 Per Hour VIECHANICAL (9.04) $98.00 Per Hour A. Sound Surveys (Includes Travel Time) B. Lighting Surveys (Includes Travel Time) $98,00 Per Hour Page 11 of 15 11. FIRE PROOFING (9.04) A. Inspection of Sprayed -On Fireproof Coating on Structural Steel. 11A.1 4 Hours Minimum 11A.2 Laboratory Unit Weight Test of Fireproofing Coating per ASTM E-605 11A.3 Field Adhesion / Cohesiori Tests per ASTM E-736 RATES, UNIT $65.00 Per Hour $45.00 Per Test $45.00 Per Test * If Additional Hours are Required Must Have Approval from Issuing Department 12. STRAIN MEASUREMENTS (SR4 INDICATOR1 (9,04) A. Technician Services to Install Gauges/Make Strain Reading (4 Hr. Min.) $66.00 Per Hour 13. ULTRASONIC INSPECTIONS (9.04) A. Services of an Ultrasonic Technician and Equipment (8 Hours Min.) $75.00 Per Hour B. Assistant Technician (8 Hours Min.) $52.00 Per Hour 14. STRUCTURAL STEEL (9,04) A. Welding Inspector Per AWS Code (4 Hrs, Min.) $85.00 Per Hour B. Structural Steel Shop or Field Inspector (4 Hrs. Min.) $55.00 Per Hour C. Bolt Tightening Inspection by Using: 14C.1 Torque Wrench 14C.2 Reg. Wrench 14C.3 Filler Gauge $67,00 Per Hour $66.00 Per Hour $65.00 Per Hour D. Structural Steel Testing / Inspection (4 Hrs. Min.) $81.00 Per Hour 15. WELDING (9.04) A. AWS Certified Welding Inspector (2 Hrs. Min.) (Per Inspection) $69,00 Per Hour B. AWS Certified Welding Inspector 1 1 Hr. PADI Certified (Min. 2 Inspectors per Inspection.) $120.00 Per Hour Page 12 of 15 MAGNETIC PARTICLE TESTING (MAGNAFLUX), (9.04) RATES $66.00 UNIT Per Hour A. Services of a Non- Destructive Technician B. MagnafluxTesting $69.00 Per Test ROOFING (9.05) $53.00 Per Test (Alf Tests Performed Shall be in Accordance with Current Edition of the Florida Building Code at Time the Work is Issued, further, Laboratory Shall be part of the Current Listing of Certified Laboratories for Miami - Dade County Building Department.) A Built -Up Roof Sample Analysis (Test Method for Moisture in Mineral Aggregate used for Bullt•Up Roofs) (ASTM D-1864) B. ASTM 3617 $302,00 Per Test C. Compression Test- Roof Tiles $58.00 Per Hour D. Absorption Test • Roof Tiles (Per Set of 5) $232,00 Per Set E. Up -lift Test of Roof Tiles (Per Set of 5) $280,00 Per Set F. Core Samples (per Architect l Engineer's Recommendations) $73.00 . Per Sample G.. Visual inspections Per Job Min. Per Job Min. $710.00 Per Square Foot $0,16 Per Sq. Ft. H. Infrared Moisture Survey (Mobilization of Equipment) Per Job Min. Per Job Min. $790.00 Per Square Feet $0,26 Per Sq. Ft. I. Asbestos Testing $55,00 Per Sample J. Nuclear Moisture Testing Per Job Min. Per Job. Min $750.00 Per Square Feet $0.21 Per Sq. Ft. Page 13 of 15 RATES UNIT Per Job. Min K. Impedence Moisture Survey (Machine) (Max. 3 cores) Per Job Min. $790.00 Per Square Feet (Additional Sq. Ft. Survey) $0.26 Per Sq. Ft. L. Bonded Pull Test $200,00 Per Test M. Fastener Pull Test (First 10,000 Sq. Ft. Per Deck) (Minimum: 10 Tests) $10.00 Per Test Per New Roof (Core Sample) $15.00 Per Test Existing Roof (Core Sample) $25.00 Per Test N. Bell Chamber Test (Max. 2 Tests / Any Additional Test $300.00) $425.00 Per Test 0, Title Uplift Test (TAS 106) Per Square Feet (2,500 Sq. Ft. Minimum) $0.15 Per Sq. Ft. Additional cost per square ft. $0.10 Per Sq. Ft N. Engiheer's Report MAINTENANCE OF TRAFFIC $120.00 Per Hour Per Hour $50.00 To be negotiated by Issuing Department if Required due to the Location of the Work to be Performed. Laboratory shall present proof of man hours and equipment used to provide the"Maintenance ofTraffic". ENGINEERING SERVICES A, C.A.D. Operator B. Staff Engineer $75.00 Per Hour C. Professional Engineer $115.00 Per Hour D. Engineer $85.00 Per Hour E. Principal $155.00 Per Hour F. Clerical / Administrative $45.00 Per Hour Page 14 of 15 G. 24, UNDER A. B. Engineering Technician (Applies to all Sub -Categories) RATES $52.00 UNIT Per Hour Note: Fees paid to the laboratories shall be according to the negotiated fees as shown for $75.00 Per Hour each laboratory on this "Fee Schedule.' Nevertheless, hours for the work performed can be negotiated by the City of Miami. GROUND UTILITY LOCATION AND INSPECTION Utility Designation- Electronically Scan and Determine the Horizontal and Vertical Location of Buried Utility Lines. Expose Utility Lines by AirNacuum System (Soft Dig), Creating -a Small Dia. Hole, to be Plotted on Base Maps to Scale. Work Reviewed & Certified by a Florida Registered Land Surveyor. (Incl. Cost Associated with Restoration & Photographs/Drawings to Document/Generate Complete Certified Report. Fer Test Hole (In Pavement) • Per Test $640.00 Fer Test Hole (In Soil) $600.00 Per Test C/P -- OP -- Page 15 015 CORPORATE RESOLUTION WHEREAS, KADERABEK COMPANY Inc. desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the agreement to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Vice -President (type title of officer) Barry R. Goldstein , is hereby authorized (type name of officer) and instructed to enter into a agreement, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed agreement to which this resolution is attached and to execute the corresponding agreement. DATED this 6th day of January, 2011. Corporate Secre ary (Corporate Seal) Geotechnical and Construction Material Testing Services (RFQ No. 08-09-069) Exhibit "B"- Bill of Sale Page 6 of 6 BILL OF SALE THIS BILL OF SALE is made as of July 27, 2012 by KADERABEK COMPANY, a Florida corporation ("Seller"). WHEREAS, Seller and NV5 HOLDINGS, INC., a Delaware corporation ("Buyer"), are parties to that certain Asset Purchase Agreement dated as of July 24, 2012 (the "Purchase Agreement") with respect to certain Assets pertaining to the Business which Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller, in each case all in accordance with and subject to the terms and conditions set forth in the Purchase Agreement. WHEREAS, Buyer has assigned its rights under the Purchase Agreement to Vertical V Southeast, Inc., a Delaware corporation ("Assignee") NOW, THERFFORR, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms of the Purchase Agreement, Seller does hereby bargain, sell, assign, transfer, convey and deliver to Assignee, its successors and assigns, the Assets. TO HAVE AND TO HOLD the Assets to Assignee, its successors and assigns, for their exclusive use and benefit forever. Seller does hereby agree, from and after the date hereof upon the request of Assignee, to execute such other documents as Assignee, may reasonably require in order to obtain the full benefit of this Bill of Sale and Seller's obligations hereunder. Capitalized terms used but not otherwise defined herein and defined in the Purchase Agreement shall have the meanings assigned to such term in the Purchase Agreement. This Bill of Sale is subject to the terms of the Purchase Agreement, the terms of which shall not be modified or altered in any way by this Bill of Sale. In the event of a conflict between this Bill of Sale and the Purchase Agreement, the provisions of the Purchase Agreement shall control. [signature page to follow] 644663v3 993687.0006 1 IN WITNESS WHEREOF, the undersigned has caused this instrument to be duly executed as of the date first written above. KADERABEK COMPANY, a Florida c • ration By: Name: Barry R. Golst Title: President ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 2' day of July, 2012, by Barry R. Goldstein, as President of KADERABEK COMPANY, a Florida corporation. He is personally known to me and has produced not take an oath. , ti r MY COMMISSION # EE 097635 : -1i7EXPIRES: June 'I, 2015 ' pr PP. Bonded Thru Notary Public Unde w6ters as identification and did/did Printed/Typed Name: Commission Number: My Commission Expires: 644663v3 993687.0006 2