Res. No. 131-07-12516RESOLUTION O.: 131 -07 -12516
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH
MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ISSUE A WORK ORDER
TO KIMLEY -HORN & ASSOCIATES, INC. FOR NEIGHBORHOOD TRAFFIC
MANAGEMENT PLAN IN AN AMOUNT OF $23,100.00 TO BE CHARGED TO
ACCOUNT NUMBERS 001- 1790 - 519 -3100 AND 001- 1790 - 519 -3450; PROVIDING
FOR AN EFFECTIVE DATE
WHEREAS, the Mayor and City Commission wishes to provide transportation planning and traffic
engineering services within the study area, which is bound by the CSX Railroad Corridor on the West,
Ludlum Road (SW 67th Avenue) on the East, Davis Drive (SW 80th Street on the South and Sunset Drive
(SW 72nd Street) on the North; and
WHEREAS, the Mayor and City Commission wishes to secure the services of KHA for profession
engineering services for the Neighborhood Traffic Management Plan; and
WHEREAS, the City intend to "piggyback" on the City of Miami Gardens Professional
Engineering Services agreement with KHA and fund the project from account numbers 001- 1790 -519-
3100 and 001 - 1790 - 519 -3450.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OT THE
CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1: The City Commission authorizes the City Manager to execute a professional service
work order with KHA in an amount of $23,100.00 for the Neighborhood Traffic Management Plan.
Section 2: The City intend to "piggyback" on the City of Miami Gardens Professional
Engineering Services agreement with KHA and fund the project from account numbers 001- 1790 -519-
3100 and 001 - 1790 -519 -3450, with account balances of $19,038 and $16,732, respectively.
Section 3: The attached exhibit is incorporate by reference into this resolution.
PASSED AND ADOPTED this h day of �'�y , 2007.
TTEST:
CLERK y
READ AND APPROVED AS TO FORM:
CITY ATTORNEY"
Include File Name and Path
I
COMMISSION VOTE:
5 -0
Mayor Feliu:
Yea
Vice Mayor Wiscombe:
Yea
Commissioner Palmer:
Yea
Commissioner Birts:
Yea
Commissioner Beckman:
Yea
MIMI 117Chi, VITI,
To: The Honorable Mayor & Members of the City Commission
Via: Yvonne S. McKinley, City Manager
From: W. Ajibola Balogun, REM, CFEA, Director
Public Works & Engineering Department
Date: July 31, 2007 Agenda Item No.:1_0
Subject: Approval of Professional Service Work Order.
Request: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ISSUE, A
WORK ORDER TO KIMLEY-HORN & ASSOCIATES, INC. (KHA) FOR A
NEIGHBORHOOD TRAFFIC MANAGEMENT PLAN IN AN AMOUNT OF
$23,100.00 TO BE CHARGED TO ACCOUNT NUMBERS 001-1790-519-3100
AND 001 - 1790 - 519 -3450; PROVIDING FOR AN EFFECTIVE DATE
Request: Authorizing the City Manager to approve a professional service work order for
Neighborhood Traffic Management Plan.
Reason/Need: KHA will provide transportation planning and traffic engineering services
within the study area, which is bound by the CSX Railroad Corridor on the
West, Ludlum Road (SW 67th Avenue) on the East, Davis Drive (SW 80th
Street on the South and Sunset Drive (SW 72nd Street) on the North.
KHA's scope of work will include:
® Data Collection
0 Data Analysis
® Conceptual Improvement Plan
® Host Stakeholders Meetings & Presentation to the City
Commission
® Coordination with Miami-Dade County Public Works Department
0 Preparation of Final Report.
The purpose of this study is to assess the magnitude of cut-through traffic
in the neighborhood, which has been identified as a problem particularly
when traffic accesses Ludlam Elementary School. Attached is a map of
the study area. We intend to "piggyback" on the City of Miami Gardens
Professional Engineering Services agreement with KHA for this service.
Cost: $23,100.00
Funding Source: Account number 001-1790-519-3100 will fund $19,000 and $4,100 will be
funded from account number 001-1790-519-3450. The current account
balances are:
• 001-1790-519-3100 - $19,038
• 001-1790-519-3450 - $16,732
Page 2 of 2
Prof. Services Work Order
July 31, 2007
Backup Documentation:
❑ Proposed Resolution
❑ KHA's Work Order for Professional Services
❑ KHA's agreement with City of Miami Gardens
Uff-MEM
�FA
110,41, 1
July 23, 2007
Mr. Ajibola Balogun,
City of South Miami
Public Works Director
4795 SW 75"' Avenue
South Miami, FL 33155
Re.- Neighborhood Traffic Management Plan
South Miami
Dear Mr. Balogun:
Kimley-Horn and Associates, Inc. ("KHN') is pleased to submit this letter
agreement ( "Agreement ") to the City of South Miami ("the Client") for
transportation planning and traffic engineering services. The purpose of this
study is to assess the magnitude of cut-through traffic in the neighborhood, which
has been identified as a problem particularly when traffic accesses Ludlam
Elementary School.
We have developed a scope of services based on our understanding of your needs
for transportation planning and traffic engineering services within the study area,
which is bound by the CSX Railroad Corridor on the west, Ludlam Road (SW
67'h Avenue) on the east, Davis Drive (SW 8e Street) on the south, and Sunset
Drive (SW 72d Street) on the north. Our proposed scope of services, schedule,
and fee are as follows:
SCOPE OF SERVICES
Task I — Stakeholder Kick-Off Meeting
A stakeholder kick-off meeting will be organized by the City with neighborhood
residents. The purpose of this meeting will be to provide the residents an
opportunity to identify the existing traffic issues within the study area, to provide
direction for the study's focus. This meeting will be held in a City facility and, if
necessary, any public notification will be performed by the City of South Miami.
Task 11 — Data Collection
Traffic data will be collected to measure the existing traffic conditions at key
locations within the study area. The traffic data collection effort will include
0
TEL 954 535 5100
FAX 954 739 2247
2
Suite 109
5200 N.W. 33rd Avenue
Ft Lauderdale, Florida
33309
Kimley -Horn Mr. Ajibola Balogun, July 23, 2007, Page 2
and Associates, Inc.
A.M. and P.M. peak hour turning movement counts and 24 -hour roadway
volume counts. The counts will be collected when schools are in session. The
following data may be collected:
24 -Hour Daily Volume
• SW 72"d Street west of SW 68th Avenue
• SW 681h Court south of SW 72nd Street
• SW 68" Avenue north of SW 74th Street
• SW 74`h Street east of SW 68th Avenue
• SW 75h Terrace east of SW 68th Avenue
• SW 76 "' Terrace east of SW 68th Avenue
• SW 77th Terrace east of SW 68`h Avenue
• SW 78`h Terrace east of SW 68th Avenue
® SW 69`'' Avenue north of SW 80'h Street
SW 68th Avenue north of SW 80th Street
SW 80th Street east of SW 68"' Avenue
SW 67th Avenue south of SW 74th Street
A.M. and P.M. Peak Period Turning Movement Counts
• SW 67h Avenue at SW 72nd Street
• SW 68th Avenue at SW 72nd Street
• SW 67th Avenue at SW 74th Street
• SW 670t Avenue at SW 800i Street
• SW 68t' Avenue at SW 800i Street
• SW 6901 Avenue at SW 800' Street
If additional locations for improvements are identified in the stakeholder kick -off
meeting, additional traffic data collection may be necessary. Any additional
traffic data collection will be considered an additional service and require
additional fee.
In addition to the above listed traffic data, a field review of the study area will be
conducted to help identify operational issues related to cut - through traffic.
Task III -- Data Analysis
Results from the data collection efforts will be summarized and evaluated to
determine (1) the existing traffic conditions including the magnitude of cut -
through traffic and such routes and (2) the future traffic conditions considering
the proposed traffic management strategies developed in this study. Operational
analyses, using a methodology consistent with the 2000 Highway Capacity
Manual, will be performed at the six (6) intersections where turning movement
count data is collected to assess the impacts of traffic flow modifications.
Kimley -Horn Mr. Ajibola Balogun, July 23, 2007, Page 3
and Associates, Inc.
Task IV — Concentual Imnrovement Plan
Based on the outcome of the data collection and analysis, and input from City
staff and neighborhood representatives, a neighborhood traffic management plan
will be developed. A graphic will be prepared to illustrate the conceptual plan.
Task V — Stakeholder MeetinaiCommission Presentation
One (1) stakeholder meeting will be conducted with the City staff and
neighborhood stakeholders to present the results of data collection and analysis,
and the conceptual improvement plan. This meeting will be organized by the
City. Based.on the outcome of this meeting, the conceptual plan may be refined.
At the conclusion of the study, one (1) presentation will be made to the City
Commission to summarize the results and recommendations.
Task VI - Renort
A report will be prepared summarizing the data collection, data analysis, and
proposed conceptual improvement plan. The report will also include summaries
of the meetings conducted during the development of the neighborhood traffic
management plan. The Consultant will update the report and analysis based on
one (1) round of the Client's comments. Ten (10) bound copies and one (1)
unbound set of originals of the final report will be provided.
Task VII — Miami -made County Public Works Coordination
A maximum of two (2) meetings will be held with City staff and the Miami -Bade
County Public Works Department to present the study methodology, findings,
and recommendations. The purpose of these meetings will be to answer
questions from the County staff to expedite the implementation of the proposed
neighborhood traffic management plan.
in
We will provide, as requested and authorized by you, additional services that
require analyses beyond those described in flasks I through VII. These additional
services may include, but not be limited to:
- Attendance at additional meetings and public hearings.
- Additional traffic data collection.
- Design services.
- Permitting and regulatory assistance.
- Forensic (expert witness) services.
- Site /Civil Engineering.
- Landscape Architecture services.
C PPI" OM " ]ME Kimley -Horn Mr. Ajibola BaIogun, July 23, 2007, Page 4
and Associates, Inc.
SCHEDULE
We will provide our services expeditiously as practical to meet a mutually agreed
upon schedule. We anticipate that the project can be completed in approximately
three (3) months after authorization and notice to proceed.
FEE AND BILLING
KHA will perform the services described in Tasks I through VII of the Scope of
Services for a lump sum fee of $23,100.00.
KHA will perform the services described in Task VIII of the Scope of Services
on a labor fee plus expense basis. Labor fees will be billed based upon hourly
rates in effect at the time the services are provided. Direct reimbursable expenses
such as express mail, fees, air travel, out -of -town mileage, and other direct
expenses will be billed at 1.15 times cost. An amount equal to 5.85% of the
labor fee will be added to each invoice to cover certain other expenses such as in-
house duplicating, local mileage, telephone calls, facsimiles, postage, and word
processing computer time. Administrative time related to the project may be
billed hourly. Technical use of computers for design, analysis, and graphics, etc.
will be billed at $25.00 per hour. All permitting, application, and similar project
fees will be paid directly by the Client.
Fees will be invoiced monthly based upon the percentage of services completed
as of the invoice date for lump sum services, or based on the amount of services
performed and expenses incurred through the invoice date for labor fee plus
expense tasks. Payment will be due within 25 days of the date of invoice.
In addition to the matters set forth herein, our Agreement shall include, and be
subject to our currently existing contract. The term "the Consultant'' shall refer
to Kimley -Horn and Associates, Inc., and the term. "the Client" shall refer to the
City of South Maori.
If you concur in all the foregoing and wish to direct us to proceed with the
services, pleased have authorized persons execute this Agreement in the spaces
provided below and return the Ietter to us. Fees and times stated in this
Agreement are valid for sixty (60) days after the date of this letter.
CEM Kimley-Horn Mr. Aiibola Balogaun, July 23, 2007, Page 5
EM" and Associates, Inc.
We are excited about working with you and the team on this project. Please call
Greg Kyle if you have any questions.
Very truly yours,
KIMLEY-HORN AND ASSOCIATES, INC.
Gregory S. Kyle, AICP
Associate
Attachments: Standard Provisions
Agreed to this day of 2007.
City of South Nflami
By:
Title:
Witness:
Mmviwt.South MiAmiVmrmal.doc
KIMLE'Y -MORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
(l) Consultant's Scope of Services and Additional Services. The Consultant's undertaking to perform professional services
extends only to the services specifically described in this Agreement. However, if requested by the Client and agreed to by the
Consultant, the Consultant will perform additional services ( "Additional Services "), and such Additional Services shall be
governed by these provisions. Unless otherwise agreed to in writing, the Client shall pay the Consultant for the performance of
any Additional Services an amount based upon the Consultant's then - current hourly rates plus an amount to cover certain direct
expenses including in -house duplicating, local mileage, telephone calls, postage, and word processing. Other direct expenses
will be billed at 1.15 times cost. Technical use of computers for design, analysis, GIS, and graphics, etc., will be billed at
$25.00 per hour.
(2) Client's Responsibilities. In addition to other responsibilities described herein or imposed by law, the Client shall:
(a) Designate in writing a person to act as its representative with respect to this Agreement, such person having complete
authority to transmit instructions, receive information, and make or interpret the Client's decisions.
(b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project including all
numerical criteria that are to be met and all standards of development, design, or construction.
(c) Provide to the Consultant all previous studies, plans,.or other documents pertaining to the project and all new data
reasonably necessary in the Consultant's opinion, such as site survey and engineering data, environmental impact assessments or
statements, zoning or other land use regulations, etc., upon all of which the Consultant may rely.
(d) Arrange for access to the site and other private or public property as required for the Consultant to provide its services.
(c) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining thereto within a
reasonable time so as not to delay the services of the Consultant.
(f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and
consents from other parties as may be necessary for completion of the Consultant's services.
(g) Cause to be provided such independent accounting, legal, insurance, cost estimating and overall feasibility services as the
Client may require or the Consultant may reasonably request in furtherance of the project development.
(h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the scope
and timing of the Consultant's services or any defect or noncompliance in any aspect of the project.
(i) Bear all costs incident to the responsibilities of the Client.
(3) Period of Services. Unless otherwise stated herein, the Consultant will begin work timely after receipt of an executed copy
of this Agreement and will complete the services in a reasonable time. This Agreement is made in anticipation of conditions
permitting continuous and orderly progress through completion of the services. Times for performance shall be extended as
necessary for delays or suspensions due to circumstances that the Consultant does not control. If such delay or suspension
extends for more than six months (cumulatively), Consultant's compensation shall be renegotiated.
(4) Method of Payment. Compensation shall be paid to the Consultant in accordance with the following provisions:
(a) Invoices will be submitted periodically, via regular mail or email, for services performed and expenses incurred. Payment of
each invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held
by the Consultant for the duration of the project and applied against the final invoice. Interest will be added to accounts not paid
within 25 days at the maximum role allowed by law. If the Client fails to make any payment due the Consultant under this or
any other agreement within 30 days after the Consultant's transmittal of its invoice, the Consultant may, after giving notice to the
Client, suspend services until all amounts due are paid in full.
(b) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt of the
invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and owing.
(c) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Consultant may
negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended to have similar
effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without
prejudicing any right of the Consultant to collect additional amounts from the Client.
(5) Use of Documents. All documents, including but not limited to drawings, specifications, reports, and data or programs
stored electronically, prepared by the Consultant are related exclusively to the services described in this Agreement, and may be
used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or represented to be
suitable for use, partial use or reuse by the Client or others on extensions of this project or on any other project. Any
modifications made by the Client to any of the Consultant's documents, or any use, partial use or reuse of the documents without
written authorization or adaptation by the Consultant will be at the Client`s sole risk and without liability to the Consultant, and
the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, tosses and expenses, including
but not limited to attorneys' fees, resulting therefrom. Any authorization or adaptation will entitle the Consultant to further
rev 07107
compensation at rates to be agreed upon by the Client and the Consultant. Any electronic files not containing an electronic seal
are provided only for the convenience of the Client, and use of them is at the Client's sole risk. In the case of any defects in the
electronic files or any discrepancies between them and the hardeopy of the documents prepared by the Consultant, the hardeopy
shall govern. Only printed copies of documents conveyed by the Consultant may be relied upon. Because data stored in
electronic media format can deteriorate or be modified without the Consultant's authorization, the Client has 60 days to perform
acceptance tests, after which it shall be deemed to have accepted the data.
(6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services furnished by
others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including
but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and
represent its judgment as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does
not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance
as to the amount of any cost, it shall employ an independent cost estimator. Consultant's services required to bring costs within
any limitation established by the Client will be paid for as Additional Services.
(7) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon
seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof
through no fault of the terminating party, or upon thirty days' written notice for the convenience of the terminating party. If any
material change occurs in the ownership of the Client, the Consultant shall have the right to immediately terminate this
Agreement. In the event of any termination, the Consultant shall be paid for all services rendered and expenses incurred to the
effective date of termination, and other reasonable expenses incurred by the Consultant as a result of such termination. If the
Consultant's compensation is a fixed fee, the amount payable for services will be a proportional amount of the total fee based on
the ratio of the amount of the services performed, as reasonably determined by the Consultant, to the total amount of services
which were to have been performed.
(8) Insurance. The Consultant carries Workers' Compensation insurance, professional liability insurance, and general liability
insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant will take out such
additional insurance, if obtainable, at the Client's expense.
(9) Standard of Care. In performing its professional services, the Consultant will use that degree of care and skill ordinarily
exercised, under similar circumstances, by reputable members of its profession in the same Locality at the time the services are
provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein or its performance of
services, and it is agreed that the Consultant is not a fiduciary with respect to the Client.
(10) LIMITATION OF LIABILI'T'Y. In recognition of the relative risks and benefits of the Project to both the Client and the
Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and notwithstanding any
other provisions of this Agreement or the existence of applicable insurance coverage, that the total liability, in the aggregate, of
the Consultant and the Consultant's officers, directors, employees, agents, and subconsuitants to the Client or to anyone claiming
by, through or under the Client, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in
any way related to the services under this Agreement from any cause or causes, including but not limited to, the negligence,
professional errors or omissions, strict Iiability or breach of contract or any warranty, express or implied, of the Consultant or
the Consultant's officers, directors, employees, agents, and subconsultants, shall not exceed twice the total compensation
received by the Consultant under this Agreement or 550,000, whichever is greater. Higher limits of liability may be negotiated
for additional fee. Under no circumstances shall the Consultant be liable for lost profits or consequential damages, for extra
costs or other consequences due to changed conditions, or for costs related to the failure of contractors to perform work in
accordance with the plans and specifications. This Section 10 is intended solely to limit the remedies available to the Client,
and nothing in this Section 10 shall require the Client to indemnify the Consultant.
(11) Certifications. The Consultant shall not be required to execute certifications or third -party reliance letters that are
inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the Consultant to
violate applicable rules of professional responsibility.
(12) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first to
mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association as a condition
precedent to litigation. Any mediation or civil action by Client must be commenced within one year of the accrual of the cause
of action asserted but in no event later than allowed by applicable statutes.
(13) Hazardous Substances and Conditions.
(a) Services related to determinations involving hazardous substances or conditions, as defined by federal or state law, are
rev 07107 2
limited to those tasks expressly stated in the scope of services. In any event, Consultant shall not be a custodian, transporter,
handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will be
limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and specifications for
isolation, removal, or remediation.
(b) The Consultant shall notify the Client of hazardous substances or conditions not contemplated in the scope of services of
which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected portions of
its services until the hazardous substance or condition is eliminated. The parties shall decide if Consultant is to proceed with its
services and if Consultant is to conduct testing and evaluations, and the parties may enter into further agreements as to the
additional scope, fee, and terms for such services.
(14) Construction Phase Services.
(a) If the Consultant's services include the preparation of documents to be used for construction and the Consultant is not
retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for
construction observation, and the Client waives any claims against the Consultant in any way connected thereto.
(b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any contractor's
means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall
Consultant have any authority or responsibility to stop or direct the work of any contractor. The Consultant's visits will be for
the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will
generally conform to the construction documents prepared by the Consultant. Consultant neither guarantees the performance of
contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract
documents.
(c) The Consultant is not responsible for any duties assigned to the design professional in the construction contract that are not
expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor
shall be solely responsible for job site safety and for its means and methods; that the contractor shall indemnify the Client and
the Consultant for all claims and liability arising out of job site accidents; and that the Client and the Consultant shall be made
additional insureds under the contractor's general liability insurance policy.
(15) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to anyone
other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for
the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any rights under or interest in this
Agreement, or any claim arising out of the performance of services by Consultant, without the written consent of the Consultant.
The Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics,
schedules, or market conditions. If the Consultant exercises this right, the Consultant will maintain the agreed -upon billing rates
for services identified in the contract, regardless of whether the services are provided by in -house employees, contract
employees, or independent subconsultants.
(16) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the project and to
the use by the Consultant of facts, data and information obtained by the Consultant in the performance of its services. If,
however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant shall
use reasonable care to maintain the confidentiality of that material.
(17) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Florida. This Agreement
contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous
negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section 1, this
Agreement can be supplemented or amended only by a written document executed by both parties. Provided, however, that any
conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by the
Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such unenforceability
without invalidating the remaining provisions. The non - enforcement of any provision by either party shall not constitute a
waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement.
rev 07/07
L, 1"; V z I - DM*j
WHEREAS, the City desires to hire the Consultant on a continuing, nonexclusive basis to
provide Transportation Engineering services and other related services (Services) as expressed in
the City's Request for Qualifications No.04-05-003, which was advertised on November 25,
2004 and to which Consultant responded a copy of which is also incorporated herein by
reference and as more particularly described below; and
WHEREAS, the Consultant has expressed the capability and desire to perform the
Services described in Exhibit "I" attached hereto and by this reference incorporated herein as
described in the City's Request for Qualifications and Consultant's response thereto; and
Roil ♦ A • it : a I
FiAt 19-00 14A 4-T4qUzj Col. -.j q,,j -
NOW, THEREFORE, in consideration of the mutual terms and conditions, the Parties
agree as follows:
1-1 The following documents are incorporated and made part of this Agreement: If any
language in the documents noted below conflict with this Agreement, the language in this
Agreement prevails.
Specifications prepared by the City in its Request for Qualifications No. 04-05-003
(Exhibit 1).
• Proposal for the City prepared by the Consultant dated December 30, 2004 (Exhibit
2).
• The above Recitals are incorporated herein by reference.
1.2 All exhibits may also be collectively referred to as the "Documents". In the event of any
conflict between the Documents or any ambiguity or missing specification or instruction,
the following priority is established:
-l-
® Specific direction from the City Director of Environmental Services (or designee).
0 This Agreement and any attachments.
a Exhibit I
a Exhibit 2
2.1 General
2.1.1 The Consultant agrees, upon issuance of a written work authorization, to perform
for the benefit of the City part or all of the Services set forth and described in this
Agreement and as provided. for in Sections 2 through 5'and the Documents
including, but not limited to, traffic, environmental, architectural, civil
engineering services, surveying and landscape architedm-9 services, on various
projects within the City. Consultant shall perform the Services in accordance
with standard industry practice. The Consultant shall guard against defects in its
work or its consultants or sub-consultants work.
2.2 Preliminary Services
2.2.1 The Consultant shall, when, so directed and authorized by the city, 'prepare
preliminary studies and reports, feasibility studies, utility rate studies, financial
and fiscal studies and evaluation of existing facilities; preparation of schematic
layouts and sketches wheats required; opinions of Construction Cost, and shall
consult and confer with the City as may be necessary for .the City to reach
decisions concerning the subject matter. The Consultant shall attend meetings
with the City Council and City staff as may be required.
During this phase, the Consultant shall advise the City, based on Consultant's
professional opinion and the current project conditions and reasonably foreseeable
conditions, of the completeness of existing data and its suitability for the intended
purposes of the project; advise the City on the necessity to obtain data from other
sources, identify and analyze requirements of governmental authorities having
jurisdiction to approve the design of the project; provide analyses Of the City's
needs for surveys, site evaluations and comparative studies of prospective sites
and solutions; and prepare and fbmish six (6) copies of a report setting forth the
Consultant's findings and recommendations.
2.2.2 Preliminary design services to be performed by the Consultant shall include
consultation and advice concerning the extent and scope Of proposed work and
preparation of preliminary design documents consisting of design criteria,
-2-
preliminary drawings, and outline specifications as well as preliminary estimates
of probable Construction Costs. This phase will also include preparation of a
preliminary site plan or schematic drawings when appropriate. Up to six (6)
copies of the preliminary design documents shall be furnished to the City, the
exact number needed shall be determined by the City.
2.2.3 Upon authorization of the City; the Consultant will provide advice and assistance
relating to operation and maintenance of project or other systems; evaluate and
report on operations; assist the City in matters relating to regulatory agency
operations review or operating permit noncompliance; assist with startup and
operator training for newly installed or modified equipment and processes, and in
the preparation of operating, maintenance and staffing manuals for the project.
2.3 Basic Services
2.3.1 The Consultant shall, when so directed and authorized by the City, consult anJ
advise the City in the following manner: specifying the extent and scope of the
work to be performed; preparing detailed construction drawings and
specifications, revising and updattrig, where necessary, previously designed
construction plans and specifications, whether in whole or in part� to be
incorporated into the proposed work, and preparing contract documents -and a
final estimate of Construction Cost The final design services shall be provide in
an electronic forinat, and shall also include finmishing up to (6) copies of plans
and specifications to the City-, the exact number needed shall be determined by the
City.
Final design seMeess shall also include preparation of permit applications as may
be required by such agencies as have legal review authority over the project.
These applications shall include, but not be limited to site plan approvals,
driveway permits or other permits and work efforts and shall also consist of
meeting at the staff level and meetings with the appropriate governing body and
the City. Unless specifically provided for under the final design phase, permit
application services do not include applications requiring environmental impact
statements or environmental assessments, consumptive use permits or landfill
permits.
2.3.2 The Consultant, based upon the approved Design Documents and any adjustments
authorized by the City in each Project, project schedule or construction budget
shall prepare, for approval by the City, Design Development Documents
consisting of drawings and other documents to fix and describe the size and
character of each Project's architectural, structural, mechanical and electrical
systems and any other requirements or systems, materials and such other elements
as may be appropriate. The Consultant shall also advise the City of any
adjustments to the preliminary estimate of Construction Costs.
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2.3.3 The Consultant, based upon City approved Design Development Documents and
any Auther adjustments in the scope or quality of each Project or in the
construction budget, shall prepare Construction Documents within the number of
calendar days specified within any notice issued by the City. The Construction
Documents shall consist of Drawings and Specifications setting forth in detail the
requirements for the construction of each Project.
2.3.4 The Consultant shall assist the City in the preparation of the necessary proposal
information and forms.
2.3.5 The Consultant shall advise the City of any adjustments to previous preliminary
estimates of Construction Costs indicated by changes in requirements or general
market conditions.
2.3.6 The Consultant shall submit to the City, for each project electronic format and six
(6) copies of the Construction Documents, and a ftirther revised estimate of total
Construction Cost.
2.3.7 Consultant shall include in the Construction Documents a requirement that the
Construction Contractor "I provide a final as-built survey of each Project by a
Registered Surveyor, and provide marked up construction drawings to Consultant
so that the Consultant can prepare and deliver to the City the record drawings m
the form required by the City and as required.
2.3.8 Prior to final approval of the Construction Documents by the City, the Consultant
shall conduct a preliminary check of any Work Products to ensure compliance
with requirements of any local, state or federal agency from which a permit or
other approval is required. The Consultant shall insure that all necessary
approvals have taken place.
2.3.9 The Consultant shall signify responsibility for the Construction Documents and
drawings prepared pursuant to this Agreement by affixing a signature, date and
seal as required by Chapters 471 and 481, Florida Statutes, if applicable. The
Consultant shall comply with all of its governing laws, rules, regulations, codes,
directives and other applicable federal, state and local requirements.
2.4 The Consultant, following the City's approval of the Construction Documents and of the
latest preliminary estimate of Construction Cost, shall, when so directed and authorized
by the City, assist the City in obtaining bids or negotiated proposals and assist in
awarding and preparing contracts for construction.
2.4.1 The Consultant shall review and analyze the proposals received by the City, and
shall make a recommendation for any award based on the City's Procurement
Ordinance.
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2.4.2 Should the lowest responsible, responsive proposal, as recommended by Consultant,
exceed the Estimated Total Construction Cost of the Final Design Plan by less than 25%
for small projects (equal to or less than $1 million) or 10% for large projects (more than
$1 million), Consultant, at no additional cost to the City, shall meet with the City's
representatives to identify ways to reduce costs to bring the Project cost to within the
Estimated Total Construction Cost of the Final Design Plan. Should the lowest
responsible, responsive proposal, as recommended by Consultant, exceed 25% for small
projects or 10% on large projects, Consultant shall, meet with the City to identify ways
to reduce costs to bring the Project cost within the Estimated Total Construction Cost,
and if after meeting with the City it is determined that the Consultant made an error or
omission when preparing the Estimated Total Construction Cost of the Final Design Plan,
Consultant will be required to redesign portions of the Project to bring the cost of the
Project within the Estimated Total Construction Cost of the Final Design Plan, at no
additional expense to the City. If the Project is not advertised for bids within 3 months
after delivery of Final Design Plans, through no fault of Consultant or if industry-wide
prices are changed because of unusual or unanticipated events affecting the general level
of prices or times of delivery in the construction industry, the established Construction
Cost limit maybe adjusted as determined by the City's representative and as approved by
the City if necessary. If a Project scope of work is expanded by the City after the
Consultant renders the Estimated Construction Cost of the Final Design Plans, the
Consultant shall not be responsible for any redesign without compensation which shall be
mutually agreed to by the parties hereto. Under no circumstances shall the Consultant be
held liable for damages or he required to perform any services without compensation if
the lowest responsive, proposal is less than the Estimated Total Construction cost of the
Final Design Plan.
The Consultant shall provide the City with a list • recommended, prospective
bidders.
2.4.4 The Consultant shall attend all pre-proposal conferences.
2.4.5 The Consultant shall recommend any addenda, through the City's representative,
as appropriate to clarify, correct, or change Proposal Documents.
2.4.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposal,
Consultant shall assist the City, if requested, in developing qualification criteria,
review qualifications and recommend acceptance or rejection of the bidders.
2.4.7 If requested, Consultant shall evaluate proposals and bidders, and make
recommendations regarding any award by the City.
2.5 The City shall make decisions on all claims regarding interpretation of the Construction
Documents, and on all other matters relating to the execution and Progress of the Work
after receiving a recommendation from the Consultant The Consultant shall check and
approve samples, schedules, shop drawings and other submissions for conformance with
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the concept of each Project, and for compliance with the information given by the
Construction Documents. The Consultant shall also prepare Change orders, assemble
written guarantees required of the Contractor, and approve progress payments to the
Contractor based on each Project Schedule of Values and the percentage of Work
completed.
2.5.1 The City shall maintain a record of all change orders which shall be categorized
according to the various types, causes, etc. that it may be detemained are useful and
necessary for its purpose. Among those shall be change orders which are
identified as architectural/engineering errors or omissions. An error determined to
be caused solely by the Consultant and the costs of which would not otherwise
have been a necessary expense to the City for the project, shall be considered for
purposes of this agreement to be an additional cost to the City which would not be
incurred without the error.
If the Consultant is not the Construction Manager for the construction, the City
shall notify the Consultant within 3 days of the discovery of any
architectural/engineering error or omission so that the Consultant can be part of the
negotiations resolving the claim between the City and the Contractor. So long as
the total additional cost of construction for all errors caused solely by the
Consultant remain less than Five Percent (5%) of the total construction CIDA of the
project, the City shall not look to the Consultant and/or its insurer for reimbursement for
additional costs caused by errors and omissions. However, the Consultant shall be
required to provide, at no cost to the City, services including redesign if necessary to
resolve the error or omission. Should the sum of the additional construction costs for
errors in total exceed Five Percent (5%) of the total construction cost, the City shall
be entitled to recover the fall and total additional cost to the City as a result of
Consultant errors and omissions from the Consultant. To obtain such recovery, the
City shall deduct from the Consultants fee a sufficient amount to recover all such
additional cost to the City up to the amount of the Consultant's insurance
deductible. Should additional costs incurred by the City exceed the Consultant's
insurance deductible, the City shall look to the Consultant and the Consultant's
insurer for the remaining amount of additional construction costs incurred by the City.
The recovery of additional costs to the City under this paragraph shall not limit or
preclude recovery for other separate and/or additional damages which the City may
otherwise incur.
2.6 The Consultant shall carefully review and examine the Contractor's Schedule of Values,
together with any supporting documentation. The purpose of such review and
examination will be to protect the City from an unbalanced Schedule of Values which
allocates greater value to certain elements of each Project than is indicated by industry
standards, supporting documentation, or data. If the Schedule of Values is not found to
be appropriate, it shall be returned to the Contractor for revision or supporting
documentation. After makiag such examination, when the Schedule of Values is found
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to be appropriate, the Consultant shall sign the Schedule of Values indicating informed
belief that the Schedule of Values constitutes a reasonable, balanced basis for payment of
the Contract price to the Contractor.
2.7 The Consultant shall perform on-site construction observation of each Project based on
the Construction Documents in accordance with Paragraph 2.12 of this Agreement. The
Consultant's observation shall determine the progress and quality of the work, and
Whether the work is proceeding in accordance with the Construction Documents. The
Consultant will provide the City with a written report of each site visit in order to inform
the City of the progress of the Work. The Consultant shall endeavor to guard the City
against defects and deficiencies in the work of Contractors, and make written
recommendation to the City where the Work fails to conform to the Construction
Documents. Based on such observation and the Contractors Application for Payment,
the Consultant shall determine the amount due to the Contractor and shall issue
Certificates for Payment in such amount. These Certificates will constitute a
representation to the City, based on such observations and the data comprising the
Application for Payment that the work has progressed to the point indicated. By issuing
a Certificate for Payment, the Consultant will also represent to the City that, to the best of
its information and belief, based on what its observations have revealed, the work is in
accordance with the Construction Documents. The Consultant shall conduct observations
to determine the dates of substantial and final completion and issue a recommendation for
final Payment
2.8 The Consultant shall revise the Construction Drawings and submit record or corrected
drawings to the City to show those changes made during the construction Proms, based
on the marked up prints, drawings and other data famished by the Contractor.
2.9 The Consultant shall attend regularly scheduled progress meetings on site.
2.10 The Consultant shall prepare construction Change Orders for the Citys approval.
Consultant shall not authorize any changes in the work or time, no matter how minor,
without prior written approval of City.
2.11 Each project's construction or demolition shall f complete upon compilation
of a punch list by Consultant� written notification ♦ Contractor by Consultant of all
releases of Hen and written recommendation by Consultant of final payment to the
Contractor, which shall be the sole decision of the City.
2.12 Resident Project Services. During the construction progress of any work the Consultant
Will, if authorized by the City, provide resident project inspection services to be
performed by one or more authorized employees eResident Project Representative,) of
the Consultant Resident project representatives shall provide extensive inspection
services at the project site during construction. The Resident Project Representative will
endeavor to provide protection for the City against defects and deficiencies in the work of
the Contractor(s). Resident project inspection services shall include, but is not limited to,
the following.
Q Conducting all preconstruction conferences;
Q Conducting all necessary construction progress meetings;
El Observation of the work in progress, to the extent authorized by the City,
El Receipt, review coordination and disbursement of shop drawings and other
submittals;
Q Maintenance and preparation of progress reports;
13 Field inspection and approval of materials for conformance to the specifications-,
Q Field Observation and verification of quantities of equipment and materials insWled;
13 Verification of contractors' and subcontractors' payrolls and records for compliance
with applicable contract requirements;
Cl Maintenance at each Project site, on a current basis, of all drawings, specifications,
contracts, samples, permits, and other Project related documents, and at the
completion of each Project, deliver all such records to the City;
El Preparation, update and distribution of a Project Budget with each Project Schedule;
LI Notification to the City immediately if it appears that either each Project Schedule or
each Project Budget will not be met;
(3 Scheduling and conducting monthly progress meetings, at which City, Engineer,
General Contractor, Trade Contractor, Utilities Rqnesentative, Suppliers, can jointly
discuss such matters as procedures, progress, problems and scheduling;
L3 Recommending courses of action, and enforcing courses selected by the City, if so
directed by the City, if the General and/or Trade contractors are not meeting the
requirements ofthe plans, specifications, and construction contract;
D Development and implementation of a system for the preparation, review, and
processing of Change Orders;
13 Maintenance of a daily log of each Project;
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Q Recording the progress of each Project, and submission of written monthly progress
reports to the City, including information on the Contractore Work, and the
percentage of completion;
U Detennination of substantial and final completion of work and Preparation of a list of
incomplete or unsatisfactory items and a schedule for their completion;
it SM=9 and transmitting to the City required guarantees, affidavits, releases, key
manuals, record drawings, and maintenance stocks; and
13 Providing artwork, Models, or renderings as requested by the City.
The Resident Project Representative shall also investigate and report on complaints and
unusual occurrences that may affect the responsibility of the Consultant or the City in
connection with the Work. The Resident Project Representative shall be a person
acceptable to the City, and the City shall have the right to employ personnel to inspect the
work in progress, provided, however, that such personnel as are employed by the City
and such personnel will be responsible directly to the City in the performance of work
that would otherwise be assumed and performed by the Consultant
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3.1 When authorized pursuant to a written Work Authorization, the Consultant shall flirnish
the following additional services:
El Preparation of applications and supporting documents for private or governmental
grants, loans or advances in connection with any particular pmject.
Q Services to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawings or other information furnished by or to
the City.
E3 Services resulting from significant changes in the general scope, extent or character
of any particular project or its design including, but not limited to, changes in size,
complexity, the City's schedule, character of construction or method of fmancing and
revising previously accepted studies, reports, design documents or Construction
Contract Documents when such revisions are required by changes in laws, rules,
regulations, ordinances, codes or orders enacted subsequent to the preparation of such
studies, reports or documents, or are due to any other causes beyond the Consultant's
control.
E3 Providing renderings or models for the City's use.
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Q Preparing documents for alternate bids requested by the City for work which is not
executed or documents for out-of-sequence work.
Q Investigations and studies involving, but not limited to, detailed consideration of
operations, maintenance and overhead expenses; providing value engineering during
the course of design, the preparation of feasibility studies, cash flow and economic
evaluations, rate schedules and appraisals, assistance in obtaining financing for a
project; evaluating processes available for licensing and assisting the City in
obtaining process licensing; detailed quantity surveys of material, equipment and
labor, and audits or inventories required in connection with construction performed
by the City.
E3 Assistance in connection with bid/proposal protests, rebidding or renegotiating
contracts for construction, materials, equipment or services, unless the need for such
assistance is reasonably determined by the City to be caused by the Consultant (e.g.,
defeclive plans andfor specifications which inhibit contractors from submitting bids),
in which event there shall be no additional cost for the provision of such services.
Q Provng any type of property surveys or related engineering services needed for the
transfer of interests in red property� and field surveys for design purposes and
engineering surveys and staking to enable Contractor ♦ proceed with their work, and
providing other special field surveys.
E3 Preparing to serve or servitig as a Consultant or witness for the City in any litigation,
arbitration or other legal or administrative proceeding.
• Additional services in connection with a project not otherwise provided for in this
Agreement
• Services in connection with a work directive change or change order requested by the
city.
3.2 When required by the Construction Contract Documents in circumstances beyond tbM
Consultant"s control, and upon the City's authorization, it will ffirnish the fo • A
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,91ditional services:
El Services in connection with work changes necessitated by unforeseen conditions
encountered during construction.
13 Services after the award of each contact in evaluating and determining the
acceptability of an unreasonable or excessive number of claims submitted by
Contractor, except to the extent such claims are caused by the errors or omissions of
the Consultant.
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U Additional or extended services during construction made necessary by (1) work
damaged by fire or other cause during construction, (2) a significant amount of
defective or negligent work of any Contractor, (3) acceleration of the progress
schedule involving services beyond normal working hours, or (4) default by any
Contractor, provided, however, if a fire occurs as a direct result of errors or omissions
in the design by the Consultant or if the Consultant negligently fails to notify the
Contractor of the status of their workmanship pursuant to Consultant's duties as
described in the Contract Documents, the Consultant's additional construction
services related to the remedy shall be deemed part of Basic Services and
compensated as such.
U Services in connection with any partial utzation of any part of a project by City
prior to Substantial Completion.
LI Services to evaluate the propriety of substitutions or design alternates proposed by the
Contractor and involving methods of construction, materials, or major project
components either during Bidding and/or Negotiation services or Construction
Contract Award. The cost of such seMees shall be borne by the Contractor, and this
requirement shall be included in the construction contact
U Services in making revisions to Drawings and Specifications occuioned. by the
acceptance of substitutions proposed by the Contractor, unless such substitutions are
R ue to a design error by the Consultant, in which cue such services shall be deemed
Basic Services. Except when caused by a design error by the Consultarr� the cost of
such services shall be t me by the Contractor, and this requirement shall he included
in the construction contract
3.3 Miscellaneous Architectural Services. From time to time the City may require assistance
from the Consultant for miscellaneous small projects, inspections and attendance at
meetings if requested by the City, which are unrelated to any ongoing prof ect for which a
Work Authorization has been approved, and to review developers' plans, or on other
matters. The Consultant will provide these services only when authorized by the City
Manager or his designee. The Consultant shall invoice the City on a monthly basis for
such miscellaneous services.
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4.1 The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
4. 1.1 Designate in writing a person to act as the City's representative with respect to the
services to be rendered under this Agreement. Such person shall have complete
authority to transmit instructions and receive information with respect to the
Consultant's services for a particular project,
4.1.2 Provide all criteria and full information as to the City's requirements for the
Project, including design objectives and constraints, space, capacity and
performance requirements, flexibility and expandability, and any budgetary
limitations.
4.1.3 Assist the Consultant by placing at the Consultant's disposal all available
information pertinent to the Project including previous reports and any other data
relative to design or construction of the Project.
4.1.4 Furnish to the Consultant if required for performance of the Consultant's services
(except where otherwise flumished by the Consultant as Additional services), the
following:
4.lA-I Data prepared by, or services of others, including without lirnitation
borings, probings and subsurface explorations, hydrographic surveys,
laboratory tests and inspecdons of samples, materials and equipment,
4.1.4.2 Appropriate professional interpretations of all of the foregoing;
4.1.4.4 Property, boundary, easement, right-of-way, topographic and utility
surveys;
4.1.4.5 Property descriptions;
4.1.4.7 Approvals and permits required in the City's jurisdiction and those
from outside agencies unless such approvals and permits are the
responsibility of the Consultant, all of which the Consultant may use
and rely upon in performing services under this Agreement; and
4.1.4.8 Arrange far access to and make all provisions for the Consultant to
enter upon the City's property as required for the Consultant to
perform services under this Agreement
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ALTICILE 5
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5.1 This Agreement shall commence upon the execution by both paffies, and shall continue
for five (5) years, unless terminated sooner as provided for in this Agreement. The
Consultant understands and acImowledges that the Services to be performed during the
five (5) year term will be governed by this Agreement, and that there is no guarantee of
future work being given to the Consultant
5.2 Parties agree and understand that this Agreement shall be renewable after the expiration
of the initial five (5) year period with terms and conditions to be agreed upon by City and
Consultant.
5.3 Following receipt of any written work authorization the Consultant shall submit to the
City, at least five (5) days prior to actually commencing services, a schedule of services
and expenses for approval by the City before any services commence. The City reserves
the right to make changes to the sequence as necessary to facilitate the services or to
minimize any conflict with operations.
Work authorizations will be issued to the Consultant in the order in which the city
wishes, and shall be performed and completed in the order they are issued, unless
otherwise specifically permitted by the City. Minor adjustments to the timetable for
completion approved by City in advance, in writing, shall not constitute non - performance
by Consultant pursuant to this Agreement
5.4 When the City issues work authorizations to the Consultant, each authorization will
contain a stated completion schedule. Failure of the Consultant to meet the stated
schedule may, in the sole determination of the City, constitute a default, for which
payment for services may be withheld until default is cured. Time extensions will be
reviewed, upon request, for extenuating circumstances.
It is anticipated and intended that the Consultant will be authorized to begin new work
authorizations on a "�olling" basis, as some already assigned work authorizations near
timely completion. If a subsequent work authorization is issued to the Consultant before
it has competed the current work authorization, the completion date for each work
authorization will remain independent of each other, so that the Consultant will prioritize
the uncompleted work authorization from the fast work authorization and fh sh them as
soon as practical. Failure to complete these "older" work authorizations in a timely
manner may adversely impact upon continued early authorization to start a subsequent
work.
5.5 When the Consultant has exceeded the stated completion date, including any extension
for extenuating circumstances which may have been granted, a written notice of Default
will be issued to the Consultant and payment for services rendered shall be withheld,
5.6 Should the Consultant exceed the assigned completion time of an individual work
authorization, the City reserves the right not to issue to the Consultant any further work
authorizations until such time as 6=e is no longer in a Default and the Consultant has
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demonstrated, to the City's satisfaction, that the reasons for tardy completion have been
addressed and are not likely to be repeated in subsequent work authorizations. This
restricted issuance provision may result in the Consultant not being issued all of the
planned work the City anticipated in this Agreement. The Consultant shall have no right
to the balance of any work, nor to any compensation associated with these non-issued
work authorizations, due to the Consultant being in Default
5.7 Should the Consultant remain in Default for a time period of fifteen (15) consecutive
calendar days, the City may, at its option, retain another Consultant to perform any Work
arising out of this Agreement an&or terminate this Agreement.
6.1 City shall be entitled to withhold progress paymepts to Consultant for services rendered
-until completion of services to the City's satisfaction.
6.2 A delay due to an Act of 64 fire, lockout� strike or labor dispute, manuflicturing del
riot or civil commotion, act of public enemy or other cause beyond the owontrol •
ConsultaM or by intermption. of or delay in t=portation, labor trouble from whatev
cause arising and whether or not the demands of the employees involved are reasona, is
and with City's power to concede, partial or complete suspension of City's operrattio •
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compliance with any order or request of any governmental officer, department, agen
or committee shall not subject City to any liability to Consultant. At the City's opti
tY e period specified for performance of services shall be extended by the periodof del
occasioned by any such circumstance, and services omitted shall be made or performot
during such extension, or the services • omitted shall extend this Agreement for a Y' 4t
equal to such delay. During this period such delay shall not constitute a delay by.
Co"AtIvIt.
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7.1 City agrees to compensate Consultant for the services performed pursuant to the
provisions of this Agreement based on the hourly rates, a copy of which is attached as
Exhibit "A", or as otherwise agreed to between the parties and set forth in a written
amendment to this Agreement
7.2 The Consultant shall submit to the City for approval, prior to actual performance, the
anticipated number of hours to be expended and the personnel to be assigned to each
Project. If the services are performed in accordance with the City's approved expenditure
of hours and utilization of personnel, the Consultant shall be entitled to invoice for work
authorizations as they are completed- The Consultant shall submit an original invoice
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and one copy to the City. This will be considered the official request for payment. The
invoices shall include the following information:
Invoice number for each work order and date;
Amount previously billed;
Amount due this invoice.
7.3 The City shall pay Consultant within thirty (30} days of receipt of any invoice the total
shown to be due on such invoice, provided the City has accepted the Consultant's
performance.
ARTICLE 8
OWNERS I" OF DOCUAMNTS
8.1 All documents, design plans and specifications resulting from the professional services
rendered by the Consultant under this Agreement shall be deemed the sole property of the
City, and the City shall have all rights incident to the sole ownership. Consultant agrees
that all documents maintained and generated pursuant to this corift-aLtial relationship
between City and Consultant shall be subject to all provisions of Chapter 119.01 et seq.
Florida Statutes.
8.2 The Consultant shall agree to indemnify and hold harmless the City, from liabilities,
damages, losses, and costs, including but not limited to, reasonable attorneys' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of the
Consultant and other persons employed or utilized by the Consultant.
8.3 Any modifications made by the City to any of the Consultant's documents, or any use,
partial use or reuse of the documents without written authorization or adaptation by the
Consultant will be. at the City's sole risk and without liability to the Consultant and the
City shall indernnffy, defend, and hold the Consultant harmless from all claims, damages,
losses and expenses including, but not limited to, attorneys fees resulting there from.
9.1 This Agreement shall obligate the Consultant to prepare for and appear in litigation or
any other proceeding on behalf of the City for any dispute wising out of this Agreement.
Except for litigation caused by errors or omissions of the Consultant, Consultant shall be
compensated for such litigation support services at its prevailing rates for such services.
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9.2 The Consultant shall confer with the City during the performance of the Services
regarding the interpretation of this Agreement, the correction of the Consultant's errors
and omissions, the preparation of any necessary revisions to correct the Consultant's
errors and omissions or the clarification of service requirements, all without
compensation.
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1�'13QIR V.IV Ito)
1.
10.1 The Consultant shall famish all services, labor, equipment, and materials necessary and
as may be required in the performance of this Agreement and all services performed
under this Agreement shall be done in it professional manner.
10.2 The Consultant represents, with full knowledge that the City is relying upon these
representations when entering into this Agreement with the Consultant, that the
Consultant has the professional expertise, experience and manpower to perform the
services as described in this Agreement.
103 The Consultant shall be responsible for technically deficient designs, reports or studies
due to Consultant's errors and omissions, for four years after the date of final acceptance
of the Services by the City or as provided under Florida law, which ever is greater. The
Consultant shall, upon the request of the City, promptly correct or replace all deficient
work due to Consultant's errors or omissions which fall below the rewguized standard of
care, without cost to City. The Consultant shall also be responsible for all damages
resulting from the Consultant's documents. Payment in full by the City for services
performed does not constitute a waiver of this representation.
10.4 All services performed by the Consultant shall be to the satisfaction of the City. In cases
of disagreement or ambiguity, the City shall decide all questions, difficulties and disputes
of whatever nature that may arise under this Agreement. The City's decision on all claims
or questions is final.
10.5 The Consultant warrants and represents that all of its employees, other consultants and
sub-consultants are treated equally during employment or retention without regard to
race, color, religion, gender, age or national origin.
10.6 The Consultant represents 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 contract and that it has not paid or agreed to pay any company or person other than a
bona fide employee working solely for the Consultant any fee, commission, percentage
fee, gifts or any other considerations contingent upon or resulting from the award or
mAiug of this contract. For breach or violation of this representation, the City shall have
the right to cancel this Agreement without liability to the Consultant or any third party.
Execution of this Agreement by Consultant shall act as the execution of a truth-in-
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negotiation certificate certifying that wage rates and costs used to determine the
compensation provided for in this Agreement are accurate, complete, and current as of
the date of this Agreement
All notices or other communications which shall or may be given pursumt to this Agreement
shall be in writing and shall be delivered by personal service, or by registered mail addressed to
the other party at the address indicated or as maybe changed from time to time. Such notice
shall be deemed given on the day on which personally served, or if by retail, on the date of actual
receipt.
Consultant: Kimley-Horn & Associates, Inc.
5 100 NW 33r" Avenue, Suite 157
Ft. Lauderdale, FL 33309
Attu: Russell Barnes, P.E.
City: City of Miami Gardens
1515 N W 167* Street; Bldg. 5 Suite 200
Miami Gardens, Florida 33169
Attention. City Manager
With a copy to: City Attorney
1515 N W 1670' Street; Bldg. 5 Suite 200
Miami Gardens, Florida 33169
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The City reserves the right to audit the -records of the Consultant covered by this Agreement at
any time during the execution of the Services and for a period three (3) years after final payment
is made for any Work performed.
13.1 No Services "I be subcontracted, assigned, or transferred under this Agreement
without the prior consent of the City, which consent maybe withheld.
13.2 The Consultant shall be fully responsible to the City for all acts and omissions of any
agents or employees, or approved subcontractors. Subcontractors shall have appropriate
general liability, professional liability, and workers! compensation insurance, or be
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covered by Consultants insurance. Consultant shall furnish the City with appropriate
proof of insurance and releases from all subcontractors in connection with the work
performed.
ARTICLE 14
TERMINATION
14.1 The City retains the right to terminate Consultant's services and/or this Agreement, with
or without cause, upon ten (10) days written notice, at any time prior without penalty.
City shall only be responsible to pay the Consultant for any service actually rendered up
to the date of termination. Consultant shall not be entitled to any other amounts or
damages, including but not limited to anticipated profits or consequential damages,
special damages or any other type of damages upon termination by the City pursuant to
this Article.
14.2 It is understod by the City and Consultant that any payment to Consultant shall be made
only if Consultant is not in default under the terms of this Agreement.
14.3. Upon receipt of a Termination Notice and except as otherwise directed by the City,
Consultant shall:
14.3.1 Stop work on the date and to the extent specified.
14.3.2 Terminate and settle all orders relating to the terminated work-
14.3.3 Transfer all work in progress, completed work, and other materials related to
the terminated work to the City.
15.1 An event of default shall mean a breach of this Agreement by the Consultant. Without
limiting the generality of the foregoing and in addition to those instances referred to as a
breach, an event of default shall include the following:
Consultant has not performed services on a timely basis;
Consultant has refused or failed to supply enough properly skilled Personnel;
Consultant has failed to make prompt payment to subcontractors or suppliers for
any services after receiving payment from the City for such services or
supplies;
Consultant has failed to obtain the approval of the City where required by this
Agreement:,
Consultant has failed in any representations made in this Agreement; or
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Consultant has refused or failed to provide the Services as defined in this
Agreement.
Consultant has filed bankruptcy or any other such insolvency proceeding and the
same is not discharged within 90 days of such date.
15.2 In an Event of Default, the Consultant shall be liable for all damages resulting from the
default, including:
El The difference between the amount that has been paid to the Consultant and the amount
required to complete the Consultant's work, provided the fees by the firm replacing the
Consuhant are reasonable and the hourly rates do not exceed the Consultant's rates. This
amount shall, also include procurement and administrative costs incurred by the City.
15.3 The City may take advantage of each and every remedy specifically existing at law or
equity. Each and every remedy shall be in addition to every other, remedy given
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odwrwise existing and may be exercised from time to time and as often and in such 0
as may be deemed expedient by the City. The exercise or the beginning of the exerdsle
one remedy shall not be deemed to be a waiver of the right to exercise any other remed
The City' s rights and remedies as set forth in this Agreement are not exclusive and are 0
addition to any other rights and remedies available to the City in law or in equity.
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The Consultant shall defend, indemnify and hold harmless the City, its officers and employees
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys,
fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of
the Consultant and other persons employed or utilized by the Consultant in the performance of
this Agreement.
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17.1 Throughout the term of this Agreement, the Consultant shall maintain in force at its own
expense, insurance as follows:
17.1.1 Workers" Compensation. Workers' Compensation Insurance with statutory limits,
including coverage for Employees Liability, with limits not less than $1,000,000.
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17.1.2 General Liability: Commercial General Liability with limits not less than
$ 1,000,000 each occurrence combined single limit for Bodily Injury and Property
damage including coverage for contractual liability, personal injury, broad form
property damage, products and completed operations. This coverage is required
by the Consultant and any subcontractor or anyone directly or indirectly
employed by either of them. The City shall be named additional insured.
17.1.3 Automobile Liability: Comprehensive or Business Automobile Liability
Insurance with not less d= $500,000 each occurrence combined single limit for
Bodily Injury and Property Damage including coverage for owned, hire and non-
owned vehicles as applicable. The Consultant and any of its approved
subcontractors shall take out and maintain this insurance coverage against claims
for damages resulting from bodily injury, including wrongful death and property
damage which may arise from the operations of any owned, hired or non-owned
automobiles and/or equipment used in any endeavor in connection with the
carrying out of this Agreement. The City shall be named as an additional insured.
17.1.4 Professional Uability- The Consultant, its officers, employees and agents will
provide the City a Certificate of bsurance evidencing professional liability
insurance with limits of not less than $2,000,000 aggregate with respect to acts,
errors or omissions in connection with professional services to be provided under
this Agreement and any deductible is not to exceed $100,000 for each claim.
Consultant represents it is financially responsible for the deductible amount.
The Consultant shall maintain professional liability insurance during the term of
this Agreement and for a period of four (4) years from the date of completion of
each Project. In the event that Consultant goes out of business during the term of
this Agreement or the four (4) year period described above, Consultant shall
purchase Extended Reporting Coverage for claims arising out of Consultant's
negligent acts errors and omissions during the term of the Professional Liability
Policy.
17.1.5 Subcontractors Insurance: Each subcontractor shall furnish to the Consultant two
copies of the Certificate of Insurance and Consultant shall finmish one copy of the
Certificate to the City; and shall name the City as an additional insured.
17.2 All insurance policies required of the Consultant shall be written by a company with a
Bests rating of B+ or better and duly authorized and licensed to do business in the State
of Florida and be executed by duly licensed agents upon whom service of process may be
made in Miami -Dade County, Florida. The City may accept coverage with carriers
having lower Bests ratings upon review of financial information concerning Consultant
and the insurance carrier.
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17.3 The required insurance shall be proved under occurrence based policies, claims made
basis policy for Professional Liability, which Consultant shall maintain continuously
throughout the term of this Agreement
17.4 Any deductibles or self-insured retentions must be declared to and approved by the City
Manager or designee prior to the start of work under this Agreement. The City reserves the
right to request additional documentation, financial or other such documentation as well as
such additional insurance as the City Manager deems appropriate, prior to giving approval of
the deductible or self-insured retention and prior to executing the Agreement The City
manager or designee, prior to the change taking effect, must approve any changes to the
deductibles or self-insured retentions made during the term of this Agreement or during the
term of any policy.
If any legal action or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Agreement, the successfd or prevailing party or parties shall be entitled to
recover reasonable attorney's fees, expenses and court costs, including appellate fees incurred in
that action or proceeding, in addition to any other relief to which such party or parties may be
entitled.
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The Consultant shall abide and be governed by all applicable local, state and federal codes.,
ordinances, and laws, rules, regulations and directives regarding the Consultant's Services.
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This Agreement and its attachments constitute the sole and only Agreement of the parties and
sets forth the rights, duties, and obligations of each party. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect.
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The professional services to be provided by the Consultant pursuant to this Agreement shall be
nonexclusive, and nothing shall preclude the City from engaging other firms to perform similar
professional services.
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This Agreement shall be construed and enforced according to the laws of the State of Florida.
Venue shall be in Miami-Dade County, Florida.
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Consultant and its employees and agents shall be deemed to be independent contractors, and not
City agents or employees. The Consultant, its employees or agents shall not attain any rights or
benefits under the City's retirement plan nor any rights generally afforded the City's classified or
unclassified employees. The Consultant shall not be deemed entitled to the Florida Workers'
Compensation benefits as a City employee.
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Consultant agrees that it shall not discriminate as to raoce sex, color, creed, national origin, or
disability, in connection with its performance under this Agreement.
No amendments to this Agreement shall be binding on either party unless in writing and signed
by both parties.
Consultant covenants that no person under its employ who presently exercises any functions or
responsibilities on behalf of the City in connection with this Agreement has any personal
financial interest, direct or indirect; with contractors or vendors providing professional services
on projects assigned to the Consultant, except as fully disclosed and approved by the City.
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Consultant finther covenants that in the performance of this Agreement, no person having Such
conflicting interest shall be employed.
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27.1 Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
27.2 No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same of any other provision, and no waiver shall be effective
unless made in writing.
27.3 Should any provision, paragraph, sentence, word or phrase contained in this Agreement
be determined to be invalid, illegal or otherwise unenforceable under the laws of the State
of Florida by a court of competent jurisdiction, such provision, paragraph, sentence, word
or phrase shall be deemed modified in order to conform with Florida law. If not
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modifiable to conform with such law, then it shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force an effect.
27-4 This Agreement is binding upon the parties hereto their heirs, successors and assigns.
27.5 This Agreement shell not be construed against the party who drafted the same as all
Parties to this Agreement have had legal and business advisor
the same. y's review the adequacy of
27.6 This Agreement may not be assigned by the Consultant without the express written
consent of the City, which consent may be withheld.
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City Manager
MWOM
APPROVBD AS TO FORM:
City Attorney
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Fee estimate for projects with a total construction cost UP t 1 0 $1,000,000-00 forproject
profiles as stated in the scope ► project:
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2. Hourly zaft schedule for pmonne, inr
'I.dingo,erhead and Pflt.,*_
NO refinbuMemmt for normal office procedures including but ;not limited to
facsimiles, photo CDAM regular postaM local mileage, bluepthits and digital
copies. -
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