HomeMy WebLinkAboutBack-Up DocumentsEXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
�Q, 7:
ARTICLE 2 GENERAL CONDITIONS...................................................................................................6
CITY OF MIAMI
2.01 TERM..........................................................................................................................................................6
OFFICE OF CAPITAL IMPROVEMENTS
2.02 OPTIONS TO EXTEND..............................................................................................................................6
PROFESSIONAL SERVICES AGREEMENT
2.03 SCOPE OF SERVICES.............................................................................................................................6
Service Category Miscellaneous Surveying and Mapping Services
Contract Type Miscellaneous Services
Consultant Keith & Schnars, P.A.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS......................................................................................................................4
ARTICLE 2 GENERAL CONDITIONS...................................................................................................6
2.01 TERM..........................................................................................................................................................6
2.02 OPTIONS TO EXTEND..............................................................................................................................6
2.03 SCOPE OF SERVICES.............................................................................................................................6
2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION
.......................................................6
2.05 COMPENSATION......................................................................................................................................6
ARTICLE 3 PERFORMANCE................................................................................................................7
3.01 PERFORMANCE AND DELEGATION.......................................................................................................7
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL...................................................................................7
3.03 CONSULTANT KEY PERSONNEL............................................................................................................7
3.04 TIME FOR PERFORMANCE......................................................................................................................7
3.05 STANDARD OF CARE...............................................................................................................................7
ARTICLE 4 SUBCONSULTANTS..........................................................................................................8
4.01 GENERAL..................................................................................................................................................8
4.02 SUBCONSULTANT RELATIONSHIPS......................................................................................................8
4.03 CHANGES TO SUBCONSULTANTS........................................................................................................8
ARTICLE5 DEFAULT............................................................................................................................8
5.01 GENERAL..................................................................................................................................................8
5.02 CONDITIONS OF DEFAULT......................................................................................................................8
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE.......................................................................................8
ARTICLE 6 TERMINATION OF AGREEMENT.....................................................................................9
6.01 CITY'S RIGHT TO TERMINATE................................................................................................................9
6.02 CONSULTANT'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.....................................................................................................................................10
7.04 NONDISCLOSURE..................................................................................................................................10
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS............................................................................10
7.06 E-VERIFY.................................................................................................................................................11
ARTICLE 8 INDEMNIFICATION..........................................................................................................11
ARTICLE 9 INSURANCE.....................................................................................................................11
9.01 COMPANIES PROVIDING COVERAGE..................................................................................................11
9.02 VERIFICATION OF INSURANCE COVERAGE.......................................................................................11
9.03 FORMS OF COVERAGE.........................................................................................................................12
9.04 MODIFICATIONS TO COVERAGE..........................................................................................................12
ARTICLE 10 MISCELLANEOUS..........................................................................................................12
10.01 AUDIT RIGHTS; INSPECTION................................................................................................................12
10.02 ENTIRE AGREEMENT.............................................................................................................................12
10.03 SUCCESSORS AND ASSIGNS...............................................................................................................13
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE..............................................................................................13
10.05 APPLICABLE LAW AND VENUE OF LITIGATION.................................................................................13
10.06 NOTICES..................................................................................................................................................13
10.07 INTERPRETATION..................................................................................................................................14
10.08 JOINT PREPARATION............................................................................................................................14
10.09 PRIORITY OF PROVISIONS....................................................................................................................14
Miscellaneous Surveying & Mapping Services
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
10.10 MEDIATION - WAIVER OF JURY TRIAL................................................................................................14
10.11 TIME.........................................................................................................................................................15
10.12 COMPLIANCE WITH LAWS....................................................................................................................15
10.13 NO PARTNERSHIP..................................................................................................................................15
10.14 DISCRETION OF DIRECTOR..................................................................................................................15
10.15 RESOLUTION OF CONTRACT DISPUTES............................................................................................15
10.16 INDEPENDENT CONTRACTOR..............................................................................................................16
10.17 CONTINGENCY CLAUSE........................................................................................................................16
10.18 THIRD PARTY BENEFICIARY.. ..............................................................................................................
16
10.19 ADDITIONAL TERMS AND CONDITIONS..............................................................................................16
ATTACHMENT A - SCOPE OF WORK......................................................................................................20
ARTICLE Al GENERAL.........................................................................................................................20
A1.01 SCOPE OF SERVICES............................................................................................................................20
A1.02 WORK ORDERS......................................................................................................................................20
A1.03 PAYMENTS..............................................................................................................................................20
ARTICLE A2 OVERVIEW OF SURVEYING AND MAPPING SERVICES.............................................20
A2.01 RANGE OF SERVICES............................................................................................................................21
A2.02 SUBMITTALS AND DELIVERABLES.....................................................................................................22
ARTICLE A3 ADDITIONAL SERVICES...............................................................................................22
A3.01 GENERAL................................................................................................................................................22
ARTICLE A4 REIMBURSABLE EXPENSES..........................................................................................22
A4.01 GENERAL...............................................................................................................................................22
A4.02 SUBCONSULTANT REIMBURSEMENTS...............................................................................................23
SCHEDULE Al -SUBCONSULTANTS.................................................................................................................24
SCHEDULE A2 - KEY PERSONNEL.....................................................................................................................24
ATTACHMENT B - COMPENSATION AND PAYMENTS.........................................................................25
ARTICLE B1 METHOD OF COMPENSATION..........................................................................................25
B1.01 COMPENSATION LIMITS........................................................................................................................25
131.02 CONSULTANT NOT TO EXCEED...........................................................................................................25
ARTICLEB2 WAGE RATES..................................................................................................................25
82.01 FEE BASIS...............................................................................................................................................25
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS.........................................................................................25
B2.03 MULTIPLIER............................................................................................................................................25
B2.04 CALCULATION........................................................................................................................................25
82.05 EMPLOYEE BENEFITS AND OVERHEAD.............................................................................................26
B2.06 ESCALATION..........................................................................................................................................26
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION..............................................................26
83.01 LUMP SUM...............................................................................................................................................26
B3.02 HOURLY RATE FEES..............................................................................................................................26
B3.03 REIMBURSABLE EXPENSES.................................................................................................................26
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES...........................................................................26
B3.05 FEES FOR ADDITIONAL SERVICES......................................................................................................27
B3.06 PAYMENT EXCLUSIONS........................................................................................................................27
83.07 FEES RESULTING FROM PROJECT SUSPENSION.............................................................................27
ARTICLE B4 PAYMENTS TO THE CONSULTANT..............................................................................27
B4.01 PAYMENTS GENERALLY.......................................................................................................................27
B4.02 FOR COMPREHENSIVE BASIC SERVICES...........................................................................................27
B4.03 BILLING - HOURLY RATE......................................................................................................................27
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES...................................28
B4.05 DEDUCTIONS..........................................................................................................................................28
ARTICLE B5 REIMBURSABLE EXPENSES.........................................................................................28
85.01 GENERAL................................................................................................................................................28
85.02 REIMBURSEMENTS TO THE SUBCONSULTANTS..............................................................................28
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ...........................28
B6.01 GENERAL................................................................................................................................................28
SCHEDULE B1 - WAGE RATES SUMMARY........................................................................................................29
SCHEDULE B2 - CONSULTANT INVOICE...........................................................................................................30
(Miscellaneous Surveying & Mapping Services 2
RFQ No. 16-17-027
EXH!BIT T'- PROFESSIONAL SERVICES AGREENIENT
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CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Surveying and Mapping Services (RFQ No. 16-17-027)
Contract Type Miscellaneous Services
Consultant Keith & Schnars, P.A.
Consultant Office Location 5835 Blue Lagoon Drive, Suite 303, Miami, FL 33126
City Authorization Section 18-87
THIS AGREEMENT made this-' day of 6Cfr-r-4 , in the year 2018 by and between
THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and (Consultant's Name),
hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications (`RFQ") No. 16-17-027 on July 11,
2017 for the provision of Miscellaneous Surveying and Mapping Services ("Services") and the
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. The Solicitation Documents are deemed
as being attached hereto and incorporated by reference herein as supplemental terms, providing,
however, that in the event of any conflicts(s) with the terms of this Agreement, this Agreement
shall control and supersede any such conflicts(s).
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, hereinafter referred to as "CCNA"),
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:
Miscellaneous Surveying & Mapping Services 3
RFQ No. 16-17-027
EXHIBIT "B" - 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 means 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 services under this Agreement are to be performed. In all
respects hereunder, the City's performance is pursuant to the 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 the City's authority as a governmental
body and shall not be attributable in any manner to the 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 Commission means the legislative body of the City of Miami.
1.09 Community Business Enterprise ("CBE") means a firm which has been certified by Miami -Dade
County who will provide architectural, landscape architectural, engineering, or surveying and
mapping professional services to the prime proposer as required pursuant to City Code Section 18-
87.
1.10 Consultant means the individual, partnership, corporation, association, joint venture, or any
combination thereof, of properly registered professional architects, or engineers, or surveyors and
mappers, as applicable, which has entered into this Agreement to provide professional services to
the City.
1.11 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.
1.12 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI') formerly
known as Capital Improvements and Transportation Program ("CITP").
1.13 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 Office of Capital Improvements or their designee.
1.14 Errors means items in the plans, specification or other documents prepared by the Consultant that
are shown incorrectly, which results in a change to the Services and results in the need for the
construction contractor to perform rework or additional work or which causes a delay to the
completion of construction.
1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents
prepared by the Consultant, which must be corrected in order for the project to function or be built as
intended.
1.16 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.
1.17 Notice to Proceed ("NTP") means the 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 the Consultant may begin work on the Project.
Miscellaneous Surveying & Mapping Services 4
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
1.18 Omissions means items that are not shown or included in the plans, specifications, or other
documents prepared by the Consultant which are necessary for the proper and/or safe operation of
the Project or required to meet the Scope of Services.
1.19 Primary Services means those Services considered by City to be fundamental to the successful
management of the Project as stated in the RFQ. and in Attachment A of this Agreement.
1.20 Project Manager means an employee or representative of the City assigned by the Director to
manage and monitor Work to be performed under this Agreement or the construction of a project as
a direct representative of the City.
1.21 Program means the City's multi-year Capital Plan, 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) year period.
1.22 Project means the design, 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.
1.23 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.
1.24 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all
attachments and any authorized amendments thereto. In the event of a conflict between the Request
for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event
of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control,
In the event of any conflict between this PSA and its attachments this PSA shall control.
1.25 Resolution means the document constituting the official approval of the City Commission as required
for the City Manager to execute this Agreement, or increase the Project Budget, among other matters.
1.26 Risk Administrator means the City's Risk Management Director, or their designee, or the individual
named by the City (Manager to administer matters relating to insurance and risk of loss for the City.
1.27 Scope of Services or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables and milestones required for the completion of a Project or an
assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary
for its completion.
1.28 Subconsultant means a person or organization of properly registered professional architects,
engineers, registered surveyor or mapper, and/or other professional specialties that has entered into
a written agreement with the Consultant to furnish specified professional services for a Project or
task.
1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, 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.
1.30 Work means all services, materials and equipment provided by, or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the City which authorizes the performance of specific
professional services for a defined Project or Projects.
1.32 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 phase of a Project.
Miscellaneous Surveying & Mapping Services 5
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall be for two (2) year(s) 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 limitation.
2.01-1 EXTENSION OF EXPIRATION DATE
In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this
Agreement shall not expire and shall remain in effect until completion or termination of said Project(s).
No new Work Orders shall be issued after the expiration date. The City reserves the right to
automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the
stated contract term, in order to provide City departments with continual service while a new
agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify
the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for
a specific number of days. Additional extensions over the first one hundred twenty (120) day
extension may occur, if, the City and the Consultant are in mutual agreement of such extensions.
Extensions shall comply with applicable approvals and regulations.
2.02 OPTIONS TO EXTEND
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's 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 Article 2.05 are not exceeded.
2.03 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, hereto (to be determined): which is incorporated into
and made a part of this Agreement.
2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS
ORDINANCE 13331, codified as Section 18-87(p), City Code.
Prospective Firms must adhere to the following requirements.-
1)
equirements:1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently
certified by Miami -Dade County as a Community Business Enterprise ("CBE") in good
standing;
2) Place a specific emphasis on utilizing local small businesses from within the City's
municipal boundaries.
For information on the City's CBE requirements, visit the Office of Capital Improvements (OCI) website at:
htlo://y+/'nigni.miar�igov.com/CITP/forms.html
2.05 COMPENSATION
2.05-1 COMPENSATION LIMITS
The amount of compensation payable by the City to the Consultant shall generally be a lump sum
not to exceed fee, based on the rates and schedules established in Attachment B, Compensation
and Payments, hereto; provided, however, that in no event shall the amount of compensation
exceed Five Hundred Thousand Dollars ($500,000) 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, in its sole
and absolute discretion, use other compensation methodologies. The City shall not have any
liability nor will the Consultant have any recourse against the City for any compensation, payment,
reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it
may be amended from time to time. This Agreement, as amended and/or renewed, is subject to
the compensation limits for continuing contracts set forth in 287.055, Florida Statutes for Continuing
Contracts.
Miscellaneous Surveying & Mapping Services 6
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
2.05-2 PAYMENTS
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt
Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined
by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City
require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then
all bills for authorized and approved travel expenses shall be submitted in accordance with Section
112.061, Florida Statutes. The Consultant shall utilize Attachment B, Scheduled B2 - Consultant
Invoice, for the submission of invoices.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own personnel, 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 their designee may make written requests to the Consultant for the prompt removal and
replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any
personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work
pursuant to the requirements of this Agreement. The Consultant shall respond to the 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 the
Consultant. Such request shall solely relate to the work of said employees under this Agreement.
3.03 CONSULTANT KEY PERSONNEL
The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications
of particular personnel identified in the Consultant's response to the City's solicitation, hereinafter referred
to as "Key Personnel". The Consultant shall ensure that Key Personnel are available for Work upon request
from the City, as long as said Key Personnel is in the Consultant's employ. The Consultant will obtain prior
written acceptance from the Director or their designee to change or add to Key Personnel. The Consultant
shall provide Director, or their designee with information required to determine the suitability of proposed
new Key Personnel. Director will act reasonably in evaluating Key Personnel 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 (NTP) issued by the
Director or their designee and to complete each assignment, task or phase within the time stipulated in the
NTP. Time is of the essence with respect to performance of Work under 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.
3.05 STANDARD OF CARE
Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall
perform all Services in compliance with Florida Administrative Code Rule 61G15-19.001(4) and Section
471.033(1) of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with
best industry practices, in gathering information and inspecting a Project site prior to the commencement
of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination
of all designs, drawings, specifications, and other Services furnished by the Consultant under this
Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs,
drawings, specifications or other Services without additional compensation. Consultant shall also be liable
for claims for delay costs, and any increased costs in construction, including but not limited to additional
work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in
its surveys, maps, designs, drawings, specifications or other Services.
Miscellaneous Surveying & Mapping Services
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant, as defined in Article 1.29, Subconsultant is a firm that was identified as
part of the consulting team during the competitive selection process by which the Consultant was
chosen to perform the Services under this Agreement, and as such, is identified and listed in
Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by
reference.
4.01-2 A Specialty Subconsultant 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 Subconsultant shall be in addition to those identified in Attachment A, Schedule Al -
Subconsultants.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate
written agreements between the Consultant and the Subconsultants. 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 Subconsultants. The Consultant acknowledges that the Subconsultants
are entirely under his direction, control, supervision, retention and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, 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 change.
ARTICLE 5 DEFAULT
5.01 GENERAL
If the Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its
obligations hereunder, then the 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 the
Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by
the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The
Consultant understands and agrees that termination of this Agreement under this section shall not release
the 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, the 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, the City may also suspend or withhold reimbursements from
the 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 one or more
of the following:
5.02-1 The Consultant fails to obtain or maintain the professional engineering
certification/licensure, insurance or bonding herein required.
5.02-2 The 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 The 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
The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of
Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in
said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute
Miscellaneous Surveying & Mapping Services
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
discretion, may allow additional days to perform any required cure if the Consultant provides written
justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within
the time specified, the Agreement shall be automatically terminated on the last day of the time stipulated in
said notice, without the necessity of any further action by the City.
Should any such failure on the part of the 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) business day -written notice. Upon termination of this Agreement, all charts, sketches,
studies, drawings, and other documents, including all electronic copies related to Work 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 the Consultant until all
documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City
except to retain the fees, and allowable costs or reimbursable expenses, earned as compensation
for the Services that were 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) calendar days from the date of the City's receipt
of a written statement from the Consultant specifying the City's breach of its duties under this Agreement.
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT
The 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 the Agreement without
liability and, at its discretion, to recover from the Consultant the full amount of any and all fees. commissions,
percentages, gifts, or other consideration paid to undisclosed lobbyists or agents.
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 therefrom,
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 the Consultant
or termination of this Agreement without restriction or limitation on their use, and will be made available, on
request, to the City at any time during the performance of such services and/or upon completion or
termination of this Agreement. The Consultant shall not copyright any material and products or patent any
invention developed under this Agreement. The City shall have the right to visit Project sites for inspection
of the work and the products of the 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 by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director
or designee within ten (10) business days of cancellation, or within ten (10) business days of request by
the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the
Consultant delivers all such documents. The Consultant shall have no recourse from these requirements.
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7.03 RE -USE BY CITY
It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision
for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole
option, and, by virtue of signing this Agreement, the 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, the Consultant agrees not to divulge, furnish, or make available to any third
person, firm or organization, without Director's or their 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 the Consultant hereunder, and the Consultant shall require all
of its employees, agents, and Subconsultants to comply with the provisions of this paragraph.
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS
The Consultant will keep adequate records and supporting documentation, which concern or reflect its
Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter
119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation
shall be retained by the 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. The City, or any duly authorized agents
or representatives of the 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.
Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation:
(1) Keep and maintain public records required by the City to perform the service; (2) upon request from the
City's custodian of public records, provide the City with a copy of the requested records or allow the records
to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this
chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor does not transfer the
records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in
possession of the contractor or keep and maintain public records required by the City to perform the service.
If the contractor transfers all public records to the City upon completion of the contract, the contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon completion of the
contract, the contractor shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records, in a
format that is compatible with the information technology systems of the City.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT
(305) 416-1800, VIA EMAIL AT PUBLICRECORDS a -r MIAMIGOV.COM,
OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY
ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE
CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT
THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS
CONTRACT.
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7.06 E -VERIFY
Consultant shall utilize the U.S. Department of Homeland Security's E -Verify system to verify the
employment eligibility of all new employees hired by the Consultant during the term of the Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement
to likewise utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment
eligibility of all new employees hired by the Subconsultant during the Agreement term.
ARTICLE 8 INDEMNIFICATION
Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its
officers. agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs,
including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons
employed or utilized by Consultant in the performance of this Contract. Consultant shall further, hold the
City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the
City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages
arising or resulting from the permitted Work, even if it is alleged that the City, its officials, and/or employees
were negligent. In the event that any action or proceeding is brought against the City by reason of any
such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action
or proceeding by counsel satisfactory to the City. The Consultant expressly understands and agrees that
any insurance protection required by this Contract or otherwise provided by the Consultant shall in no way
limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees,
agents and instrumentalities as herein provided.
The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and
through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City, whether performed by the Consultant, or persons
employed or utilized by Consultant. These duties will survive the cancellation or expiration of the Contract.
This Section will be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as
applicable and as amended.
Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will
indemnify the City in substantially the same language as this Section. The Consultant agrees and
recognizes that the City shall not be held liable or responsible for any claims which may result from any
actions or omissions of the Consultant in which the City participated either through review or concurrence
of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other
acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the Consultant
or sub -consultant under this Contract.
Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent
consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and
knowingly acknowledged by the Consultant.
ARTICLE 9 INSURANCE
The Consultant shall not start Services under this Agreement until the Consultant has obtained and
provided to the City all insurance required hereunder and the City's Risk Management Administrator or their
authorized designee, 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), in accordance with 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 Management 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. The Consultant shall maintain coverage
with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide
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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 thirty (30) calendar days of the change. The Consultant shall
furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10)
business days of written request.
9.03 FORMS OF COVERAGE
9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY
The Consultant shall maintain commercial general liability coverage written on a primary and non-
contributory basis, with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for
bodily injury and property damage. The coverage shall include Premises and Operations,
Contingent and Contractual Liability, and Products and Completed Operations, with additional
endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The
coverage shall be written on a primary and non-contributory basis with the City listed as an
additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of
cancellation should read thirty (30) calendar days and (10) business days for nonpayment.
9.03-2 BUSINESS AUTOMOBILE
The Consultant shall provide business automobile liability coverage including coverage for all
owned, hired and non -owned autos with a minimal combined single limit of $1,000,000 naming the
City as an additional insured with respect to this coverage. Notice of cancellation should read (30)
calendar days and ten (10) business days for nonpayment.
9.03-3 PROFESSIONAL LIABILITY INSURANCE
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions
coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate 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 (1) year after completion
of the construction and acceptance of any project covered by this Agreement. Coverage must
reference the retroactive date.
9.03-4 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.
9.03-5 SUBCONSULTANT COMPLIANCE
The Consultant shall ensure that all Subconsultants comply with these same insurance
requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or their 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) calendar day written notice to the Consultant in accordance with Article 10.06,
Notices, herein. The 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 the City
accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS; INSPECTION
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. The inspection and audit provisions provided for City contracts set forth in Section18-101 and
Section 18-102 of the City Code, are applicable to this Agreement and are deemed as being incorporated
by reference herein.
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
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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 assignment, sale transference without City
Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have
no recourse from such termination. 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.
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 shall certify that wage rates and other factual unit costs supporting
the compensation are accurate, complete, and current at the time of NTP. 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 one (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 the Consultant's duties to indemnify the City under Article 8, Indemnification,
herein where the Consultant shall 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
electronic mail, and 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 Citv of Miami:
Emilio T. Gonzalez, Ph.D.
City Manager
Office of the City Manager
City of Miami
444 S.W. 2nd Avenue, 10'h Floor
Miami, Florida 33130-1910
Email: ETGonzalez(o)miamigov.com
Phone: 305-416-1025
Annie Perez, CPPO
Director
Department of Procurement
City of Miami
444 S.W. 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
Email: annieperez(omiamigov.com
Phone: 305-416-1910
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Victoria Mendez
City Attorney
Office of the City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130-1910
Email: victoriamendezCa;miamiaov.com
Phone: 305-416-1832
With Copies to:
Steve C. Williamson
Director
Office of Capital Improvements
City of Miami
444 S.W. 2nd Avenue, 8th Floor
Miami, Florida 33130-1910
Email: SWilliamson(a)miamiaov.com
Phone: 305-416-1225
For Consultant:
Robert K. Krisak, PLS
Vice President, Surveying and Mapping
Keith & Schnars, P.A.
5835 Blue Lagoon Drive, Suite 303
Miami, FL 33126
Email: RKrisak at ..ksfla.com
Phone: 954-776-1616
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.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and the 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
surveying and mapping design and/or construction 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
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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 in the agreements with all Subconsultants
andior independent contractors retained for the project(s), thereby providing for non-binding mediation as
the primary mechanism for dispute resolution. Each party will bear their own attorney's fees.
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. Consultant shall promptly perform its duties under this Agreement
and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the
Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed
strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines
established in this Agreement and/or Work Orders pursuant hereto.
10.12 COMPLIANCE WITH LAWS
The 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
The 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 the Consultant's performance under
this Agreement on account of race, color, gender, religion, age, handicap, marital status, national
origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual
shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national
origin or sexual orientation, 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
and local laws, rules, regulations and ordinances. The City reserves the right to refuse the
Consultant's access to City property, including project jobsites, if the Consultant's 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 the Consultant.
10.12-3 ADA COMPLIANCE
The 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 and 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.
10.13 NO PARTNERSHIP
The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership
or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the
City to any promise, debt, default, contract liability, 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
The 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 Director of OCI, as identified in Article 10.06,
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Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute
.,and issue a written finding.
Should the Consultant and the Director of OCI fail to resolve the dispute, the Consultant shall submit their
dispute in writing within five (5) calendar days to the Director of Procurement. 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 of Procurement shall review the issues relative to the dispute and issue a written
finding.
The Consultant must submit any further appeal in writing within five (5) 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 their resolution, is required prior to the Consultant being entitled
to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed
S500,000, the City Manager's decision shall be approved or disapproved by City Commission. The
Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission if applicable, or
(ii) a period of sixty (60) calendar 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)
calendar days has expired where the City Manager's decision is subject to City Commission
approval: or
(iii) The City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR
The 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, the 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. The Consultant further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to the Consultant, and
agrees to provide workers' compensation insurance for any employee or agent of the 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 this Agreement is subject to amendment or termination due to lack of funds, reduction of
funds and/or change in regulations, upon thirty (30) calendar day -notice.
10.18 THIRD PARTY BENEFICIARY
The 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 ADDITIONAL TERMS AND CONDITIONS
If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no
additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions
of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all
such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
WITNESS/ATTEST:
Signature
Print Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST:
Todd B. Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann Marie Sharpe, Director
Risk Management Department
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RFQ No. 16-17-027
KEITH & SCHNARS, P.A., a Florida
Corporation
Signature
Print name. Title of Authorized Officer or Official
(Corporate Seal)
CITY OF MIAMI, a municipal corporation of
the State of Florida
Emilio T. Gonzalez, Ph.D., City Manager
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
17
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and existing under
the laws of the State of held on the _day of a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements on behalf of the
corporation and providing that their 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 , day of
we]
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of held on the _day of 2018, a resolution
was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements on behalf of the
partnership and provides that their execution thereof, attested by a partner, shall be the official
act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
2018.
Partner:
Print:
Names and addresses of partners:
Name Street Address City State 1 Zip
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CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing this
Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign this Agreement and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name) individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 2018
Signed:
Print:
NOTARIZATION
STATE OF )
) SS:
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 2018, by , who is personally known to
me 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
Miscellaneous Surveying & Mapping Services 19
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide comprehensive surveying and mapping services for the City of Miami (City)
including, but not limited to, photogrammetry; boundary surveys; as -built drawings; preparation of legal
descriptions for public right-of-way acquisition; preparation of plats and maps; certification of tentative and
final plats for compliance with City Codes, County Code and Florida statutory requirements; establishment
of vertical project network controls; establishment of alignment and right-of-way lines; topographic surveys;
construction layouts; drainage surveys; designation and location of underground utilities; utility
coordination; and water boundary survey projects as assigned by the City. Consultant shall provide
professional surveying and mapping services for the project(s) for which Consultant was selected in
accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants'
Competitive Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
The Consultant agrees to provide comprehensive Professional surveying and mapping services in
accordance with all applicable laws, 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 described
in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic
Services, comprehensive professional surveying and mapping services for the project(s).
A1.02 WORK ORDERS
When OCI has determined that a specific phase of the Project is to proceed, the Director or authorized
designee will request in writing. a Work Order Proposal from the Consultant based on the proposed Scope
of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director
or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the
Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal
following the format provided by the City, indicating the proposed Scope of Services, time of performance,
staffing, proposed fees, Subconsultants, and deliverable items and/or documents.
The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order
Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal,
OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon
approval, OCI will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by
the Director or designee.
A1.03 PAYMENTS
The City will pay the Consultant in accordance with provisions and limitations of Attachment B,
Compensation and Payments. No payment will be made for the Consultant's time or services in
connection with the preparation of any Work Order Proposal or for any Work done in the absence of an
executed Work Order, NTP and/or Purchase Order.
ARTICLE A2 OVERVIEW OF SURVEYING AND MAPPING SERVICES
Consultant agrees to provide complete surveying and mapping services as set forth in the tasks
enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state,
county and City, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified
personnel on the project(s) at all times to ensure its performance as specified in this Agreement.
Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required
under Article A2, without additional charge, for review and approval by the City. Consultant shall not
proceed with the next task of the Work until the documents have been approved, in writing, by City, and a
Notice to Proceed with the next task has been issued by City.
Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall
perform all Work in compliance with Chapter 472 of the Florida Statutes and Rule Chapter 5J-17 of the
Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry
practices, in gathering information and inspecting a Project sites prior to the commencement of the Work.
Consultant shall be responsible for the professional quality, technical accuracy and coordination of all
Miscellaneous Surveying & Mapping Services 20
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
measurements, dimensions, designs, drawings and specifications, included in the surveys, maps and other
Services furnished by the Consultant under this Agreement. Consultant shall, without additional
compensation, correct or revise any errors, omissions, and/or deficiencies in its measurements,
dimensions, designs, drawings and specifications, included in the surveys, maps and other Services.
Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including
but not limited to additional work, demolition of existing work. rework, etc., resulting from any errors,
omissions, and/or deficiencies in its measurements, dimensions, designs, drawings and specifications,
included in the surveys, maps and other Services.
A2.01 RANGE OF SERVICES
The Range of Services provided by the Consultant shall be as follows:
A2.01-1 PHOTOGRAMMETRIC: Photogrammetric control, including the determination of photo
identifiable control points and marking contact points.
A2.01-2 BOUNDARY SURVEY: The monumentation and re-monumentation of property
boundaries and subdivisions as stated in a Work Order. Survey and/or stake as needed all existing
recorded subdivision/condominium boundaries, tracts, units, phases, blocks, street RM/ lines, and
common areas. Includes analysis and processing of all field collected data and/or reports. If
unrecorded subdivision is on file in the public records of the subject county. tie existing
monumentation of the beginning and end of unrecorded subdivision.
A2.01-3 AS -BUILT OR RECORD DRAWINGS: The measurement and preparation of plans
showing existing improvements after construction and the layout of proposed improvements.
Locate all above ground features and improvements. Deliver in electronic format acceptable to the
City. Effort includes field edits, analysis and processing of all field collected data, existing maps, a
hard copy of the field book, and/or report.
A2.01-4 LEGAL DESCRIPTION: The preparation of descriptions of use in legal instruments of
conveyance of real property and property rights.
A2.01-5 PLATS AND MAPS:
A2.01 -5(a) - Preparation of Plats and Maps: The preparation of subdivision planning
maps and record plats, in accordance with state law and local regulation for specified areas
and/or properties. Work may involve the preparation of tentative and final plats or the
review of plats prior to approval and/or recordation as directed by the Project Manager.
A2.01 -5(b) - Meetings and Compliance with Applicable Codes: The Consultant shall
be required to attend City of Miami Plat and Street Committee meetings in order to become
familiar with tentative plats submitted for approval. The Consultant shall review and ensure
that final plats are in compliance with all applicable law, including Chapter 55 of the City of
Miami Code, Chapter 28 of the Miami -Dade County Code, and Chapter 177 of the Florida
Statutes. When the Consultant determines that a final plat is in compliance with said codes
and statutes, the Consultant shall sign and date the plat after the following statement: "1
have reviewed this plat for conformity to Chapter 177, Florida Statutes, as
amended. "The Consultant shall then present the plat to the Project Manager for signature
by the City and submit the plat to the City for further processing. The Consultant shall also
submit copies of all documents, correspondence, notes and calculations, etc. relating to
the plat review.
A2.01-6 VERTICAL PROJECT NETWORK CONTROL: The determination of, but not the design
of, grades and elevations of roads and land in connection with public right of way, City owned
properties and subdivisions or divisions of land; Establish or recover VPNC for the purpose of
establishing vertical control on datum approved by the City: may include primary or secondary
vertical control points. Includes analysis and processing of all field collected data, and preparation
of forms.
A2.01-7 ALIGNMENT OF RIGHT OF WAY LINES: The creation of perpetuation of alignments,
related maps, record plats, field note records, reports, property descriptions, and plans and
drawings that represents them. Establish, recover or re-establish project alignment. Also includes
analysis and processing of all field collected data. existing maps, and/or reports for identifying
Miscellaneous Surveying & Mapping Services 21
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
mainline, ramp, offset, or secondary alignments. Depict alignment and/or existing R/W lines (in
required format) per City R,1W, platted or dedicated rights of way.
A2.01-8 TOPOGRAPHIC SURVEYS: Consultant shall perform topographical surveys including
cross sections and related information necessary to accomplish the design and construction
phases of the project. Locate all above ground features and improvements. Deliver in electronic
format acceptable to the City. Effort includes field edits, analysis and processing of all field collected
data, existing maps, and/or reports. Perform field survey check sections or profiles to determine
existing cross slope.
A2.01-9 CONSTRUCTION LAYOUT: For water and sewer projects, Consultant shall perform all
layout for construction and provide final measurements and final measurements quantity sheets.
Consultant shall be available on a full time basis during underground construction, if so stated in
the Work Order.
A2.01-10 DRAINAGE SURVEY: Locate underground (XYZ, pipe size, type, condition, and flow
line) that relate to above ground data. Includes field edits, analysis and processing of all field
collected data, existing maps, and/or reports.
A2.01-11 UNDERGROUND UTILITIES: Designation includes 2-dimensional collection of existing
utilities and selected 3-dimensional verification as needed for designation. Location includes non-
destructive excavation to determine size, type and location of existing utility, as necessary for final
3-dimensional verification. Survey includes collection of data on points as needed for designates
and locates. Includes analysis and processing of all field collected data, and delivery of all electronic
files.
A2.01-12 WATER BOUNDARY SURVEY: Perform Mean High Water, Ordinary High Water and
State Upland Line Surveys as required by City Standards.
A2.02 SUBMITTALS AND DELIVERABLES
A2.02-1 FIELD NOTES: Submit to the Project Manager one original set of all field survey notes
and any other data developed for the purpose of performing the required surveying Work required
for the Project. Field Notes shall be presented in a field book acceptable to the City. When using
data collectors, a report and digital submission shall be provided along with all the necessary field
survey information. The report shall be furnished in a field data archive form acceptable to the City.
A2.02-2 DRAWINGS: Consultant shall perform Computer -Aided Design (CADD) drafting
services required to supplement the field Work. Plan and profile, cross-section sheets shall be in
printed and digital form and shall be submitted to the City.
A2.02-3 PROGRESS REPORTS: Consultant shall submit regular progress reports of the work at
intervals appropriate to the Project.
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
Services categorized below as "Additional Services" may be specified and authorized by City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and
Additional Services and consist of actual, direct expenditures made by the Consultant and the
Subconsultants for the purposes listed below. Transportation, travel and per diem expenses shall not be
considered as reimbursable expenses under this Agreement.
A4.01-1 COMMUNICATIONS EXPENSES: Identifiable communication expenses approved by
the Project Manager, long distance telephone, courier and express mail between the Consultant's
various permanent offices and Subconsultant. The Consultant's field office at the Project site is not
Miscellaneous Surveying & Mapping Services 22
RFQ No. 16-17-027
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
considered a permanent office. Cell phones will not be considered as reimbursable expenses under
this Agreement.
A4.01-2 REPRODUCTION, PHOTOGRAPHY: Cost of printing, reproduction or photography,
beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4.01-4 PERMIT FEES: All Permit fees paid to regulatory agencies for approvals directly
attributable to the Project. These permit fees do not include those permits required to be paid by
the Consultant.
A4.01-5 OTHER: Items not indicated in Section 4.01 when authorized by the Project Manager
The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of
this Agreement as verified by supporting documentation deemed appropriate by Director or their designee
including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks.
A4.02 SUBCONSULTANT REIMBURSEMENTS
Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's
agreement provides for reimbursable expenses and when such agreement has been previously approved,
in writing, by the Director and subject to all budgetary limitations of the City and requirements of this
Agreement.
Miscellaneous Surveying & Mapping Services 23
RFQ No. 16-17-027
EXHIBIT "S" - PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
SCHEDULE A2 - KEY PERSONNEL
NAME
Nlisceilaneous Surveying & Mapping Services
RFQ No. 16-17-027
JOB CLASSIFICATION
24
ATTACHMENT B - COMPENSATION
ATTACHMENT B - COMPENSATION AND PAYMENTS
F -A 41!10MIt33=kV >10911s•1&*1iIuWAbl,WA1190
The fees for Professional Services for each Work Order shall be determined by one of the following methods
or a combination thereof, at the option of the Director or designee, with the consent of the Consultant.
a) A Lump Sum as defined in Article 63.01, Lump Sum.
b) An Hourly Rate as defined in Article B3.02, Hourly Rates, and at the rates set forth pursuant to the
same.
B1.01 COMPENSATION LIMITS
The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant
payable by the City under this Agreement shall be limited to the amount specified in Article 2.04-1,
Compensation Limits, as the maximum compensation limit for cumulative expenditures under this
Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may
be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where
specifically approved in accordance with the City Code by the City Manager or City Commission as
applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement.
B1.02 CONSULTANT NOT TO EXCEED
Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage
amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall
have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's
own cost and expense.
ARTICLE B2 WAGE RATES
B2.01 FEE BASIS
All fees and compensation payable under this Agreement shall be formulated and based upon the averages
of the certified Wage Rates that have been received and approved by the Director. The averages of said
certified Wage Rates are summarized in Attachment B, Schedule 61 - Wage Rates Summary,
incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by
the City, of the Consultant and Subconsultant employees in the specified professions and job categories
that are to be utilized to provide the services under this Agreement, regardless of manner of compensation.
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS
Attachment B, Schedule 131 - Wage Rates Summary identifies the professions, job categories and/or
employees expected to be used during the term of this Agreement. These include architects, engineers,
landscape architects, professional interns, designers, CADD technicians, project managers, GIS and
environmental specialists, specification writers, clerical/administrative support, and others engaged in the
Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend
the use of the Consultant employees at particular Wage Rate levels.
82.03 MULTIPLIER
For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field
office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said
multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead,
including, without limitation, office rent, local telephone and utility charges, office and drafting supplies,
depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical
support, other employee time or travel and subsistence not directly related to a project.
B2.04 CALCULATION
Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific
assignments and Work Orders as requested by the City. The Consultant shall identify job classifications,
available personnel and projected man-hours required for the proper completion of tasks and/or groups of
tasks, milestones and deliverables identified under the Scope of Work as exemplified in Attachment A,
Schedule A2, Key Personnel.
Miscellaneous Surveying & Mapping Services 25
RFQ No. 16-17-027
ATTACHMENT B - COMPENSATION
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits)
and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement.
B2.06 ESCALATION
There shall be no escalation clause as part of this Agreement.
ARTICLE 133 COMPUTATION OF FEES AND COMPENSATION
The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant
to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable,
in the following manner:
B3.01 LUMP SUM
Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by
the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method
of compensation.
B3.01-1 LUMP SUM: Shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B3.01-2 MODIFICATIONS TO LUMP SUM: If the City authorizes a substantial or material change
in the Scope of Services, the Lump Sum compensation for that portion of the Services may be
equitably and proportionately adjusted by mutual consent of the Director or designee and
Consultant, subject to such additional approvals as may be required by legislation or ordinance.
B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates
established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order,
the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such
verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key
Personnel.
B3.02 HOURLY RATE FEES
B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees
identified in Attachment B, Schedule B1 - Wage Rates Summary. All hourly rate fees will include
a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The
City shall have no liability for any fee, cost or expense above this figure.
B3.02-2 CONDITIONS FOR USE: Hourly Rate Fees shall be used only in those instances where
the parties agree that it is not possible to determine, define, quantify and/or calculate the complete
nature, and/or aspects, tasks, man-hours, or milestones for a particular Project or portion thereof
at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is
similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that
shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis.
B3.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of
sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the
Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified
by supporting documentation deemed appropriate by Director or designee including, without limitation,
detailed bills, itemized invoices and/or copies of cancelled checks.
B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES
The design of additive and deductive alternates contemplated as part of the original Scope for a Project as
authorized by the Director will be considered as part of Basic Services. The design of additive and deductive
alternates that are beyond the original Scope of Work and construction budget may be billed to the City as
Miscellaneous Surveying & Mapping Services 26
RFQ No. 16-17-027
ATTACHMENT B - COMPENSATION
Additional Services. The fees for alternates will be calculated by one of the three methods outlined above,
as mutually agreed by the Director and the Consultant.
83.05 FEES FOR ADDITIONAL SERVICES
The Consultant may be authorized to perform Additional Services for which additional compensation and/or
Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be
applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found
on the City's Webpage at htto://�v,,%i,v.miamigo,/.com/CITPI'forms.html. The webpage also provides the
procedures for completing these forms. Failure to use the forms or follow the procedures will result in the
rejection of the Work Order Proposal.
B3.05-1 DETERMINATION OF FEE
The compensation for such services will be one of the methods described herein: mutually
agreed upon Lump Sum; or Hourly Rate with a Not to Exceed Limit.
B3.05-2 PROCEDURE AND COMPLIANCE
An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work
Order, shall be required to be issued and signed by the Director for each additional service
requested by the City. The NTP will specify the fee for such service and upper limit of the fee.
which shall not be exceeded, and shall comply with the City of Miami regulations, including the
Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laves.
B3.05-3 FEE LIMITATIONS
Any authorized compensation for Additional Services, either professional fees or reimbursable
expenses, shall not include additional charges for office rent or overhead expenses of any kind,
including local telephone and utility charges, office and drafting supplies, depreciation of
equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications,
mailing, stenographic, clerical, or other employees time or travel and subsistence not directly
related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply
the multiplier of one (1.0) times the amount expended by the Consultant.
83.06 PAYMENT EXCLUSIONS
The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and
specifications, for extended construction administration, or for other work when such work is due to errors
or omissions of the Consultant, as determined by the City.
B3.07 FEES RESULTING FROM PROJECT SUSPENSION
If a project is suspended for the convenience of the City for more than three months or terminated without
any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized,
performed prior to such suspension or termination, together with the cost of authorized reimbursable
services and expenses then due, and all appropriate, applicable, and documented expenses resulting from
such suspension or termination. If the Project is resumed after having been suspended for more than three
months, the Consultant's further compensation shall be subject to renegotiations.
ARTICLE B4 PAYMENTS TO THE CONSULTANT
B4.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to services performed during each
Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the
actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be
found on the OCI website at http://,ArpAv.miamigov.com/CITP/forms.htmi. Failure to submit invoice(s) within
60 days following the provision of Services contained in such invoice may be cause for a finding of default.
Failure to use the City Form will result in rejection of the invoice.
B4.02 FOR COMPREHENSIVE BASIC SERVICES
For those Projects and Work Orders where comprehensive design services are stipulated, said payments
shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated
below for each Phase.
B4.03 BILLING — HOURLY RATE
Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting
documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate
Miscellaneous Surveying & Mapping Services 27
RFQ No. 16-17-027
ATTACHMENT B - COMPENSATION
basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names.
classification. salary rate per hour, hours worked and total charge for all personnel directly engaged on a
project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The
Consultant shall attach to the invoice all supporting data for payments made to and incurred by the
Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate
authorizations, submit a progress report giving the percentage of completion of the Project development
and the total estimated fee to completion.
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
Payment for Additional Services may be requested monthly in proportion to the services performed. When
such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the
Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total
charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized
Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data
for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition
to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the
percentage of completion of the Project development and the total estimated fee to completion.
B4.05 DEDUCTIONS
No deductions shall be made from the Consultant's compensation on account of liquidated damages
assessed against contractors or other sums withheld from payments to contractors.
ARTICLE B5 REIMBURSABLE EXPENSES
B5.01 GENERAL
Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of
Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual
expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the
Specialty Subconsultants in the interest of the Work for the purposes identified below:
85.01-1 TRANSPORTATION: Transportation shall not be considered as reimbursable expenses
under this Agreement.
B5.01-2 TRAVEL AND PER DIEM: Travel and per diem expenses shall not be considered as
reimbursable expenses under this Agreement.
B5.01-3 COMMUNICATION EXPENSES: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier and express mail between Consultant and
Subconsultants.
85.01-4 REPRODUCTION. PHOTOGRAPHY: Cost of printing, reproduction or photography.
beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement.
All reimbursable expenses must be accompanied by satisfactory documentation.
B5.01-5 PERMIT FEES:—All Permit fees paid to regulatory agencies for approvals directly
attributable to the Project. These permit fees do not include those permits required to be paid by
the construction Contractor.
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS
Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant
agreement provides for reimbursable expenses and when such agreement has been previously approved
in writing by the Director and subject to all budgetary limitations of the City and requirements of Article 135.
Reimbursable Expenses, herein.
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
It is understood that all Consultant agreements and/or work Orders for new work will include the provision
for the re -use of plans and specifications, including construction drawings, at the City's sole option. by virtue
of signing this Agreement they agree to a 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.
Miscellaneous Surveying & Mapping Services 28
RFQ No. 16-17-027
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
ADJUSTED
JOS CLASSIFICATION
NEGOTIATED
AVERAGE HOURLY
HOURLY RATE
RATE
(Multiplier Applied)
Principal -in -Charge
$77.00
$223.30/$184.80
Project Manager
$58.00
$168.20/$139.20
Project Surveyor & Mapper i
$38.46
$111.53/$92.30
Survey Technician
$28.35
$82.22/$68.04
Party Chief j
$23.32
$67.63/$55.97
Instrument Man
$15.00
$43.50/$36.00 i
Rod Man
$13.00
$37.70/$31.20
CADD Technician
$23.51
$68.18/$56.42
Party Chief + Instrument Man + Rod Man
Daily Rate !
$992.22
Party Chief + Instrument titan + Two (2) Rod Man
i
i
�
I
Daily Rate
$1,234.09
I
I
i II
j
I
I
�
i
Miscellaneous Surveying & Mapping Services
I
I
i
29
RFQ No. 16-17-027
ATTACHMENT B —COMPENSATION
ATTACHMENT B
SCHEDULE B2 - CONSULTANT INVOICE
00 NOT COMPLETE. TO BE COMPLETED BY CITY OF MIAMI
CITY OF MIAMI APPROVAL 1..........._DA TE - 1, siCNATUfm _ jDate Received CRP:
_.... _..._............_. __.. ............................._..__...____^_.__.�._......
_—.—._.._.__._.......__---.------ .....____._.......... ..... ...
......._.._....1
T'c.,U.t _.. I _:Date Received far Payment Processin (Budget
..........._..........._.__T..A—"'--_..__...._.....—...._.._.__.................__.._._ _......_ Trn g ( dg
CWEF OF Dg�GPn
I I
Hector Badia I
ASSSTANT DIRECTO? �F me Valdatm
JeovannX _Rodriguez _P. E. I I f
DRECTOR
Miscellaneous Surveying & Mapping Services 30
RFQ No. 16-17-027
CITY OF MIAMI
CAPITAL IMPROVEMENTS & TRANSPORTATION_ PROGRAM'
CONSULTANT
STANDARD INVOICE
To:: City of Miami
j
iCapital Improvements & Transportation Program
1!444 SW 2nd Avenue -8th Floor
(Miami, FL 33130
Invoico Number.
I
ATTN.:;
Invoice Data:
More, Do. 0000
i
Page:
IFrom:iFro
htvoieoPonod:
m:
To:
Month 00.0000
Month 00- OOOO
Convect Na_
Convect Tide:
---_�
Project He-,
Project Name:
NOTE: moicesor%,edy:oavodpaymentaway
I t 5•grM MY�mals only -
=(
I °achnvcrca must he signed y a':"opal at me ten as aes:gnated.
Purchase Omer No .:.................._
...__..............__......._........
Anach -
••PP^�P^ate pack -up roc'+marls !o aAch 'n:orce.
Work Ober No:
'SER'ACE CONTRACT AMGUNT
;COMPLETE TOTAL EAR14ED
PREVIOUSLY
CURRENTBNVOICE AMOUNT
I
TO DA:e
INVOICEO
-
jSchemahc Design (SD) T -
a -
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Z
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6096 Construction Documents :604 CDI a -
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19016 Construction Documems (9a%CD) 3 -
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100'.(. Conswnat Documents 110.0% CD) f -
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Prior to dlis Invoice Remaining Convect
Balanee:i 3 -
Doductions:
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I
Tonal Due :
f
'
----- TO BE COMPLETED BY CONSULTANT FIRM
CERMFrED`MUE AND C ORRECTaY.
SUP,MTINC COCUTAENTS - ..c R; is r
Su.iwinu.a l:c<entenl'v M nmSe �•._..__.........__.._._..._._..—._.
......._......_.
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C...shw:'wr, grAins ?c:Mn
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Fan PiYnwM ')rA..una.15
A.r.LI'�v:At
•s.4•nry Aurl.ad;!aaans
_^
_.. nrn m r ;nw o1 .•rmemsl
00 NOT COMPLETE. TO BE COMPLETED BY CITY OF MIAMI
CITY OF MIAMI APPROVAL 1..........._DA TE - 1, siCNATUfm _ jDate Received CRP:
_.... _..._............_. __.. ............................._..__...____^_.__.�._......
_—.—._.._.__._.......__---.------ .....____._.......... ..... ...
......._.._....1
T'c.,U.t _.. I _:Date Received far Payment Processin (Budget
..........._..........._.__T..A—"'--_..__...._.....—...._.._.__.................__.._._ _......_ Trn g ( dg
CWEF OF Dg�GPn
I I
Hector Badia I
ASSSTANT DIRECTO? �F me Valdatm
JeovannX _Rodriguez _P. E. I I f
DRECTOR
Miscellaneous Surveying & Mapping Services 30
RFQ No. 16-17-027
-y KEITH (S<
TCK\ITRS
March 5, 2018
To whom it may concern:
I, Mark J. Moshier, P.E., as Corporate Secretary of Keith and Schnars, P.A., hereby state that the
Corporate Resolution of April 14, 2016 remains in effect as of today's date.
Respectfully,
Mark J. Moshier, P.E.
Corporate Secretary
Executive Vice President
ENGINEERS I PLANNERS I SURVEYORS
6500 North Andrews Avenue I Ft. Lauderdale, Florida 33309-2132
(954) 776-16161(800) 488-1255 1 Fax (954) 771-76901 %kwvv.KSFLA.com
CORPORATE RESOLUTION
At a duly constituted meeting of the Board of Directors of Keith and Schnars P.A., held
today, April 14, 2016, at which meeting a quorum was present and voting throughout, the
following corporate resolution was unanimously passed.
WHEREAS, the Board of Directors of Keith and Schnars P.A. has detennined the
necessity to cause the business terns, conditions and obligations of the Corporation to be
administered in an effective manner; and,
WHEREAS, the Board of Directors of Keith and Schnars P.A. recognizes the need for
officers of the Corporation to fulfill those business teens, conditions and obligations and
bind the Corporation through contractual agreements; and,
WHEREAS, the Board of Directors have determined that Keith and Schnars' best interest
would be served continuing to provide consulting services to various governmental
entities on an as required basis; and,
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors that Keith and
Schnars P.A. has authorized its vice presidents, executive vice president and president to
enter into consultant agreement contracts in the name of and on behalf of Keith and
Schnars, P.A. with private and various governmental entities on an as required basis and
for the price and upon the terms and payments contained in the respective consultant
agreement contract. This Resolution shall supersede, rescind and replace all previous
Resolutions relating to the. authorization of officers to contractually bind Keith and
Schnars, P.A.
IN WIT'NESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation on this 14`h day of April 2016.
l
Errol Kalyei, sq. Mark J. Ybshier
President, C.E.O. Secretary
17-1548
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
WITNESS/ATTEST:
a DEi�
Signature
KEITH & SCHNARS, P.A., a Florida
Corporation
Signature
4aL-YS7?WT- AbM INISTRATNE AST�� �u
Print Name, Title ' Print name. Title of Authorized Officer or Official
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST:
AA: Z�
Toddi�Hannon,, ^
v
/
APPROVED AS"
REQUIREMEKT11
S-
REQUIREMEN,Y;
Ann`Marie S arp(
Risk Manamen
(Corporate Seal)
CITY OF MIAMI, a municipal corporation
of the State of Florida
Emilio T. Gonzalez, Ph.D., City Manager
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victd'ria Mendez, City Attorney'!
Miscellaneous Surveying & Mapping Services 18
RFQ No. 16-17-027
17-1548 EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
yS(-)4 &9S P-14 • , a corporation organized and existing under
the laws of the State of HZ0�)bH held on the ��21ay of , Vib, a
resolution was duly passed and adopted authorizing (Name) Rpuc- RUIEF-1) as
(Title) G'jj�F PRF.S)f)er� T of the corporation to execute agreements on behalf of the
corporation and providing that their 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 5 , day of
20_x.
Secreta=:t
Print: M "W ;
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of held on the _day of 2018, a resolution
was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements on behalf of the
partnership and provides that their execution thereof, attested by a partner, shall be the official
act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
2018.
Partner:
Print:
Names and addresses of partners:
Name Street Address
i
I
I
Miscellaneous Surveying & Mapping Services
RFQ No. 16-17-027
City State
Zip
i
m
17-1548
EXHIBIT "B" - PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing this
Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign this Agreement and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name) individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
2018.
Signed:
Print:
NOTARIZATION
STATE OF ��►�
SS:
COUNTY OF{� IN FC
Thforegoing instrume t was ac owl�dged
,U01, , 2018, by ii��,f ►,
tem � or who has produced IV�A
L�ZA2
did not) take an oath.
i'
SIGNATl9RE OF NOTARY PUBLIC
\TATE OF FLORIDA
J01•PHYLE HALLEM
VY-W.1MI1SzSQ i FF 112669
E P!RES: May 10. 2018
' 2 , rnrJ Bud; t % (ary 5er,i;s
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
Miscellaneous Surveying & Mapping Services
RFQ No. 16-17-027
before me this day of
who is personally known
as identification and who (did /
20
Detail b, Entity Name
ICr;3 - 3- . --f _fate
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Decar'mert of Slate / ; %, -' .croeratiors I Search Records / Detail 4v Document Number /
Detail by Entity Name
Foreign Profit Corporation
KCI TECHNOLOGIES, INC
Filinq Information
Document Number
P23975
FEI/EIN Number
52-1604386
Date Filed
04/19/1989
State
DE
Status
ACTIVE
Last Event
NAME CHANGE AMENDMENT
Event Date Filed
01/28/1991
Event Effective Date
NONE
Principal Address
4041 CRESCENT PARK
DRIVE
TAMPA, FL 33578
Changed: 01/08/2018
Mailing Address
936 RIDGEBROOK ROAD
ATTN KCI Licenses
SPARKS, MD 21152
Changed: 01/11/2017
Registered Aqent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324
Name Changed: 01/04/2018
Address Changed: 01/04/2018
Officer/Director Detail
Name & Address
Title Chairman
NEIMEYER. TERRY F
936 RIDGEBROOK ROAD
SPARKS, MD 21152
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KOSKI, CHRISTINE Y
936 RIDGEBROOK ROAD
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936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title Director, President, CEO
BEIL, NATHAN J
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title EVP. Director
GRIFFITH, CHRISTOPHER J
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title Executive VP
Floyd, Harvey M
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title Sr. VP
Lang, Gregory Scott
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title VP
LAWSON, BRYAN
10401 HIGHLAND MANOR DRIVE
SUITE 120
TAMPA, FL 33610
Title VP
RIDDLE, DANIEL S
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title Officer, Regional Practice Leader
Reed. Bruce K
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6500 North Andrews Avenue
Ft. Lauderdale. FL 33309
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01/17/2019
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Detail by Entity Name
Florida Profit Corporation
KEITH AND SCHNARS, P.A.
Filinq Information
Document Number
603751
FEI/EIN Number
59-1406307
Date Filed
10/06/1972
State
FL
Status
INACTIVE
Last Event
VOLUNTARY DISSOLUTION
Event Date Filed
08/26/2019
Event Effective Date
08/26/2019
Principal Address
8198 Banpo Bridge Way
Delray Beach, FL 33446
Changed: 01/30/2019
Mailing Address
8198 Banpo Bridge Way
Delray Beach, FL 33446
Changed: 01/30/2019
Registered Aqent Name & Address
KALAYCI, ERROL S
8198 Banpo Bridge Way
Delray Beach, FL 33446
Name Changed: 03/03/2010
Address Changed: 01/30/2019
Officer/Director Detail
Name & Address
Title President, CEO, Director, Secretary, Treasurer
KALAYCI,ERROL
8198 Banpo Bridge Way
Delray Beach, FL 33446
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