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HomeMy WebLinkAboutCity of Tamarac Resolution R-2003-191Temp. Reso. # 10211 July 31, 2003 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2003- i `' .' A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE TASK AUTHORIZATION NO, 03-10E WITH MATHEWS CONSULTING, INC., TO PROVIDE PROFESSIONAL SERVICES FOR THE DESIGN, PERMITTING, AND BIDDING FOR THE TAMARAC EAST WATER MAIN IMPROVEMENTS, IN ACCORDANCE WITH THE CITY'S CONSULTING ENGINEERING AGREEMENT AS AUTHORIZED BY RESOLUTION #R-2001-185, FOR AN AMOUNT NOT TO EXCEED $67,245.00; APPROVING FUNDING FROM THE APPROPRIATE BUDGETED UTILITIES OPERATIONAL ACCOUNT; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO ADMINISTER THE CONTRACT; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac owns, operates and maintains the water supply, treatment, and distribution systems; and WHEREAS, it is necessary to provide proper and adequate pressure, volume corrections and additions to the Tamarac East service area, as well as ensure that proper fire protection is available to areas lacking adequate coverage; and WHEREAS, some distribution line sections were installed in the rear of certain areas and should be relocated into the housefront easement area for proper maintenance and repair access; and 1 Temp. Reso. # 10211 July 31, 2003 2 WHEREAS, the construction will be planned in conjunction with the Roadway Resurfacing Program; and WHEREAS, the City requires the service of a consulting firm knowledgeable in this area and capable of providing professional services for the design, permitting, and bidding for the Tamarac East Water Main Improvements; and WHEREAS, Mathews Consulting, Inc. possesses the required knowledge and experience to provide the professional engineering services associated with the Tamarac East Water Main Improvements; and WHEREAS, Mathews Consulting, Inc. has been pre -qualified as an approved consultant for engineering services by the City of Tamarac as authorized by resolution R- 2001-185 (attached as Exhibit 1); and WHEREAS, it is the recommendation of the Director of Utilities that Task Authorization No. 03-10E from Mathews Consulting, Inc. be approved, executed and funded; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to accept and execute Task Authorization No. 03-10E (a copy of which is attached hereto as "Exhibit 2") with Mathews Consulting, Inc. to provide Engineering Services for the Tamarac East Water Main Improvements for an amount not to exceed $67,245.00 and to provide funding from the appropriate budgeted Utilities Operational account. 1 1 1 Temp. Reso. # 10211 July 31, 2003 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this resolution. SECTION 2: The appropriate City Officials are hereby authorized to accept and execute Task Authorization No. 03-10E with Mathews Consulting, Inc. to provide engineering services for the Tamarac East Water Main Improvements, in accordance with the City's Consulting Engineering Agreement as authorized by Resolution No. R-2001-185 on July 11, 2001, for an amount not to exceed $67, 245.00. SECTION 3: The $67,245.00 is approved to be funded from the appropriate budgeted Utilities Operational accounts. SECTION 4: The City Manager, or his designee, are hereby authorized to make changes, issue change orders not to exceed $10,000.00 per Section 6-156 (b) of the City Code, and close the contract award including, but not limited to making final payment within the terms and conditions of the contract and within the contract price. SECTION 5: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. # 10211 July 31, 2003 4 SECTION 7: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 27th day of August, 2003. JOE SCHREIBER MAYOR ATTEST: d RECORD OF COMMISSION VOTE: MARION SW NSON, CMC MAYOR SCHREIBER CITY CLERK DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABISC DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHEL�,.K A T CITY ATTORNE u REG:aml Temp. Reso. #9434 Exhibit 1 Page 1 Temp. Reso. #10211 June 18, 2001 CITY OF TAMARAC, FLORIDA RESOLUTION NO, R-2001-185 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICIALS TO ACCEPT AND EXECUTE AGREEMENTS WITH THE FOLLOWING FIVE (5) CONSULTING FIRMS TO PROVIDE ENGINEERING AND ARCHITECTURAL CONTINUING SERVICES FOR A PERIOD OF FIVE YEARS ON AN 'AS NEEDED" BASIS: (1) CRAVEN THOMPSON & ASSOCIATES, INC.; (2) ECKLER ENGINEERING, INC.; (3) MATHEWS CONSULTING, INC.; (4) MILLER LEGG AND ASSOCIATES, INC.; AND (5) WILLIAMS, HATFIELD & STONER, INC.; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac is faced with the challenge of meeting the increased demands imposed by regulatory agencies, development, infrastructure modifications and expansions utilizing the latest technology for efficient and safe operation; and WHEREAS, the City of Tamarac's operations and programs over the next five years require the utilization of specialized services from consultants to meet these demands; and WHEREAS, the City of Tamarac publicly advertised Request for Letters of Interest No. 01-10L for Engineering and Architectural Continuing Services to be utilized Citywide for a period of five years on an "as needed" basis, a copy of which is attached hereto as "Attachment A"; and Temp. Reso. #9434 Page 2 June 18, 2001 WHEREAS, on March 28, 2001, submittals from the following nineteen (19) firms i were received: 1. Calvin Giordano 2. Carnahan Proctor 3. Carr Smith Corradino 4. Chen & Associates 5. Craig A. Smith 6. Craven Thompson 7. Eckler Engineering 8. Geoverse 9. Hartman & Associates 10. Hazen & Sawyer 11. LakdasNohalem 12. Mathews Consulting 13. Miller Legg 14.PBS&J 15. Reynolds Smith & Hill 16, Rhon Ernest -Jones 17. Tamara Peacock 18.TBE Group 19. Williams, Hatfield & Stoner WHEREAS, after an extensive review and evaluation process which included categorizing the firms by size, the committee consisting of Director of Utilities, Assistant Public Works .Director, Utilities Project Engineer, and Assistant City Engineer recommend the appropriate City Officials be authorized to execute agreements for Engineering and Architectural Continuing Services to be utilized for a period of five years on an "as needed" basis with the following five (5) firms: 1. Eckler Engineering, Inc. (Small Firm) 2. Mathews Consulting, Inc. (Small Firm) 3. Craven Thompson & Associates, Inc. (Medium Firm) 4, Williams, Hatfield & Stoner, Inc. (Medium Firm) 5. Miller Legg and Associates, Inc. (Large Firm) Temp. Reso. #9434 Page 3 June 18, 2001 WHEREAS, the Public Works Director, Utilities Director and Purchasing and i Contracts Manager recommend the appropriate City Officials be authorized to execute the five agreements for Engineering and Architectural Continuing Services, and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to authorize the appropriate City Officials to execute and enter into agreements with Craven Thompson & Associates, Inc., Eckler Engineering, Inc., Mathews Consulting, Inc., Miller Legg and Associates, Inc., and Williams, Hatfield & Stoner, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: That the appropriate City Officials are hereby authorized to execute agreements with Craven Thompson & Associates, Inc., Eckler Engineering, Inc., Mathews Consulting, Inc., Miller Legg and Associates, Inc., and Williams, Hatfield & Stoner, Inc. (copies of which are attached hereto as "Attachments B — 1, 2, 3, 4 & 5"). SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION_4: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining potions or applications of this Resolution. Temp. Reso. #9434 Page 4 June 18, 2001 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 11T" day of July, 2001. ATTEST: MARION S ENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. "ELL CITY ATTORNEY JOE SCHREIBER MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER A el DIST 1: COMM. PORTNER A DIST 2: COMM. MISHKIN e, DIST 3: V/M SULTANOF_&e., DIST 4: COMM. ROBERTS—Axe, 1 CITY OF TAMARAC CONTINUING ENGINEERING SERVICES AGREEMENT his Agreement, made and entered into and effective this day of 2001 by and between: City of Tamarac, a municipal corporation, created pursuant to the Laws of the State of Florida, with principal offices located at 7525 NW 881" Avenue, Tamarac, Florida, hereinafter referred to as "City". and Miller Legg & Associates, Inc., a Florida corporation with principal offices located at 1800 N. Douglas Road, Suite 200, Pembroke Pines FL 33024, hereinafter referred to as "Consultant". WITNESSETH: WHEREAS, City requires professional Engineering services on a continuing basis to perform such specific services as City may direct; and WHEREAS, Consultant has the professional experience and expert skill and is qualified to perform the required services; and WHEREAS, City desires to engage Consultant upon the terms and conditions set forth below, and Consultant is willing to accept such engagement upon such terms and conditions; and WHEREAS, The term of this Agreement is for a period of five (5) years, beginning the first day following execution by the City; and WHEREAS, City in accordance with Florida Statues Section 287.055, Consultants Competitive Negotiation Act, has selected "Consultant" to be most qualified to perform said continuing type services as City Consulting Engineer; NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: SCOPE OF WORK City hereby engages Consultant as an independent contractor to perform certain services and Consultant hereby agrees to perform said services upon the terms and conditions hereinafter set forth. Standards of Design for work under this Agreement shall be those of the City of Tamarac, if available, which shall be revised as necessary by Consultant to meet the intent of the proposed projects. Consultant shall develop standards of design not available from City. Consultant shall perform Engineering services related to various miscellaneous projects as needed. Agreement - AE Services Miller Legg.doc Each specific task to be performed shall be identified and described in detail by the Consultant and approved by the appropriate City officials, and if approved by City, shall be identified by a separate Job Number established by Consultant. The specific services which Consultant agrees to furnish and the terms and conditions for such services are as follows: A. ATTENDANCE AT MEETINGS. After City has issued a written authorization for a specific task, attendance by Consultant at any subsequent meetings related to that task shall be considered as part of that task. In addition, Consultant shall be subject to such provisions as may be contained in the task authorization. However, it is contemplated that from time to time City will desire that Consultant meet with representatives of City and/or other organizations to discuss subjects not directly related to an already assigned task. Such meetings will include but not be limited to meetings at which Consultant's specialized knowledge is needed by City, or a meeting conducted to develop or disseminate criteria that will be needed by City in order to establish a new task, or a meeting at which Consultant is to act as a representative of City. However, in attendance at all required meetings and throughout the term of this Agreement, Consultant shall maintain independent contractor status. In order to minimize administration, attendance by Consultant at all such meetings shall be considered part of one continuing task. This Agreement shall be deemed as the written authorization for that task. However, Consultant shall not attend any particular meetings unless City has issued specific oral instructions that Consultant is to attend. The scope of work for each Job Number is defined to include not only attendance at authorized meetings but also any work needed to prepare for and/or submit reports concerning such meetings. All invoices for each Job Number will identify the specific meetings to which they apply. All fees for services on each Job Number will be compensated as defined in Section III.A. herein. B. REVIEW OF DEVELOPMENT PLANS. When requested by the City, Consultant shall review and comment to City on those developmental plans submitted to City which City determines will require either more Engineering expertise or more time than available to City's own Engineering staff. C. OTHER SERVICES. Upon determination by City that it is in need of Engineering services of one of the types listed below, it may issue a separate written authorization to Consultant to perform said services. The types of service contemplated are: 1. Special Reports and Studies 2. Assistance in securing, monitoring and complying with County, State, or Federal Grants and Permits. 3. Engineering design, including preparing construction documents during bidding and award of contract, preparing a tabulation of the bids received, and providing a written recommendation for contract awards. Agreement - AE Services Miller Legg.doc 4. Surveying property plats and descriptions. 5. Assistance with CADD. 6. Engineering services related to construction contracts, including but not necessarily limited to: review of shop drawings, consultation and interpretation concerning drawings and specifications, review of construction progress estimates, site visits and/or periodic or full time of inspections, preparing construction change orders, approval contractor's periodic pay request, final inspection, issuing completion certificate, and such other services as may be identified in the task authorization. 7. Other Engineering services City wishes Consultant to complete will be defined in a written authorization. Each such written authorization shall clearly define the services to be provided and shall be attached to this Agreement as an Addendum. Each Addendum shall be numbered in sequence and correlated with City's Capital Improvement Project Number and title, if applicable, date approved by City Commission, if required, and signed by City's and Consultant's representatives. Each Addendum, after execution by both parties to this Agreement, shall become a supplement to and a part of this Agreement. S. Each written authorization shall include a description of the scope of services, time of completion and method of compensation for services. Approval by City Commission and/or signature by authorized representatives to City shall constitute authorization to proceed by the Consultant for services defined by that authorization. II. CITY FURNISHED ITEMS A. City shall designate in writing specific individuals, by title, who will be authorized to issue written and/or oral instructions to Consultant concerning this Agreement. In the absence of specific designations, Consultant may assume that the City Manager or designee shall be so authorized and Agreement shall constitute the required written designation. B. City shall assist Consultant in obtaining all background information necessary for the accomplishment of assigned tasks, and shall provide reasonable access to all existing records, data, and physical facilities. C. City shall pay for all costs of publishing advertisements for bids; for obtaining permits and licenses that may be required by local, State or Federal authorities; and/or to secure the necessary land, easements, and rights -of -way. In order to expedite processing of an application for a permit or license, City may, in some instances, direct Consultant to act for City in paying a required fee. In such instances, City subsequently shall reimburse Consultant for any such fees. Agreement - AE Services Miller Legg doc III. FEES AND PAYMENTS A. Each written proposal from Consultant for an individual task as required in Article 1 "Scope of Services" shall include specific information as to the type and magnitude of fees to be paid for that task. The type of fee contemplated is: Direct Hourly plus Direct Sala Costs and Reimbursement for Non -salary Costs. salary Costs are defined to be actual direct hourly wages paid to Consultant's employees, computed by taking the annual salary and dividing by 2,080 hours per year plus applicable direct costs. This base hourly rate, limited to the work classifications as listed in Exhibit "A", and attached hereto, shall be used to calculate all times directly chargeable to any authorized assignment. Consultant's non -salary costs are defined as the costs incurred on or directly for the project, other than the Direct Salary Costs (as previously defined herein). Such non -salary costs shall be computed on the basis of actual purchase price for items obtained from commercial sources and on the basis of usual commercial charges for items provided by Consultant. Non -salary costs shall include, but are not limited to, necessary transportation costs, including mileage at City's current rate per mile when Consultant's own automobiles are used outside Broward County; meals and lodging outside Broward County; laboratory tests analyses; long distance telephone and printing. B. METHOD OF PAYMENT. Payment as prescribed for services rendered by Consultant during the previous billing period shall be due and payable as of the date of invoice, and shall be paid by City no later than the forty fifth (45th) day after the date of invoice acceptance, unless some other mutually agreeable period of required payment is established in authorization for a specific task. Consultant shall submit monthly invoices to City through the appropriate or designated project manager. The Director or designee will review the invoices to insure all charges are allowable and reasonable before recommending payment of the invoice by City. As a minimum requirement, each invoice shall indicate original fee estimate, invoice date, amount of invoice, and estimated fees remaining. A summary shall be submitted by Consultant indicating each employee's name, employment classification and hours worked on the project for the invoice period. Acceptance of the final payment by Consultant shall be considered full release of all claims against City arising out of or by reason of the work done and materials furnished under this Agreement_ IV. TIMES OF PERFORMANCE It is understood that this Agreement is a continuing contract, and that all terms contained herein shall remain in effect until changed by mutual agreement of the two parties. However, no work shall be performed, and no payments shall be made, unless specifically authorized by separate written communication from City to Consultant, Agreement - AE Services Miller Legg.doc except for oral authorizations regarding each Job Number. Each separate task authorization shall include information as to start and completion times for that task. V. MISCELLANEOUS PROVISIONS A. RECORDS/AUDITS. The Consultant shall maintain during the term of the contract all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract for the duration of the contract and retain them for a minimum period of one (1) year beyond the last day of the contract term. B. INSURANCE. Consultant agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations, now in effect or hereinafter enacted, during the term of this agreement that are applicable to Consultant, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. , Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as required by the City's Risk Manager before beginning work under this Agreement. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk Manager certificates of all insurance required under this section prior to beginning any work under this Agreement. Consultant shall indemnify and hold the City harmless from any damage resulting to it for failure of either Consultant or any subcontractor to obtain or maintain such insurance. The following are required types and minimum limits of insurance coverage, which the Consultant agrees to maintain during the term of this contract: Limits Line of Business/ Coverage Occurrence Commercial General Liability $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Aggregate $1,000,000 Agreement - AE Services Milier Legg.doc Automobile Liability $1,000,000 $1,000,000 Workers' Compensation & Employer's Statutory Liability The City reserves the right to require higher limits depending upon the scope of work under this Agreement. Neither Consultant nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Consultant will ensure that all subcontractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. "Occurrence" form policies shall be required. Each carrier will give the City thirty-(30) days notice prior4o cancellation. The Consultant's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Consultant's Workers' Compensation carrier will provide a Waiver of Subrogation to the City. The Consultant shall be responsible for the payment of all deductibles and self - insured retentions. The City may require that the Consultant purchase a bond to cover the full amount of the deductible or self -insured retention. If the Consultant is to provide professional services under this Agreement, the Consultant must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. City and Consultant waive all rights against each other and any of their respective directors, officers, agents, and employees, for damages caused by risks covered by property insurance during and after completion of the services. City waives subrogation against Consultant on all property and consequential loss policies carried by City on adjacent properties and under property and consequential loss policies purchased for the project after its completion. If'the policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. Construction contractors, at the discretion of the City, may be required to provide (or City may provide) Owners' Protective Liability Insurance naming the City as a Named Insured and the Consultant as an additional insured, or, to endorse City and Consultant as additional insureds on construction contractor's liability insurance policies covering claims for bodily injuries and property damage. Construction contractors shall be required to provide certificates evidencing such j insurance to the City and Consultant. 6 Agreement - AE Services Miller Legg.doc C. INTERRUPTION, .POSTPONEMENT ABANDONMENT. In the event the work herein, or any part thereof, shall be abandoned due to circumstances which City considers to be in its own best interests, Consultant shall not be entitled to any further payment for such work, or any part thereof, beyond and in excess of the amount due at that time, and final payment shall be based on the proportionate amount of the fee earned to such date. D. DELAYS AND EXTENSIONS_ The time of completion may be adjusted only by written Agreement between the parties hereto for unavoidable delays resulting from causes beyond the control of Consultant. E. DISPUTES AND INTERPRETATION. In the event of any disputes as to the interpretation of the terms of this Agreement, the decision of City shall be final and may be enforced in a court of competent jurisdiction in the venue of Broward County, except as provided herein. City shall notify Consultant in writing of any decision City has rendered with regard to the interpretation of this Agreement. If Consultant disagrees with the decision of City, the dispute may be decided by arbitration at the City's discretion. F. RIGHTS IN DATA COPYRIGHTS DISCLOSURE. 1. Definition. The term "data" as used in this Agreement includes written reports, studies, drawings, or other graphic, electronic, chemical or mechanical representation. 2. Rights in Data. City shall have the full right to use all data developed pursuant to this Agreement for any official purpose permitted under Florida Statutes, including making it available to the general public. Such use shall be without any additional payment to or approval by Consultant. All data prepared or furnished by Consultant (and Consultant's independent professional associates and Consultants) pursuant to this Agreement are instruments of service in respect of the project, and Consultant shall have the ownership and property interest therein whether or not the project is completed. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any data developed or prepared under this Agreement. All data required to be sealed and signed by registered Professional Engineer in the State of Florida shall not be modified, changed, altered or used for other purposes than those intended without the express written permission of Consultant. G. COMPLIANCE WITH LAWS. Consultant shall fully obey and comply with laws, ordinances and administrative regulations duly made in accordance therewith, which are or shall become applicable to the services performed under the terms of this Agreement. H. SUBCONTRACTING. None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of City. Some specialty sub -Consultant work is permissible wherein said services can be expeditiously and economically handled by local firms provided written permission is granted by City. Agreement - AE Services Miller Legg.doc INDEPENDENT CONTRACTOR. CONTRACTOR is an independent contractor under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the Contractor and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. ASSIGNMENT. Neither this contract, nor any portion thereof, shall be assigned, except by formal approval of the City Commission. No such approval will be construed as making the City a part of such assignment, or subjecting the City to liability of any kind to any assignee. No subcontract or assignment shall, under any circumstances, relieve the Consultant of its liability and obligation under this contract, and despite any such assignment, the City shall deal through the Consultant only. However, if the company is sold during the life of the contract, the buying agent must provide the City with a letter signed by an officer of the new owner that can legally bind the company, stating that they will continue to perform the requirements of the contract under all the terms, conditions, and specifications so stated in the contract. ' K. SITE VISITS. Visits to the construction site and observations made by Consultant as part of the services shall not relieve the construction contractor(s) of its obligation to conduct comprehensive inspections of the work sufficient to ensure conformance with the intent of the Contract Documents, nor shall the contractor(s) be relieved of responsibility for all construction means, methods, techniques, sequences, and procedures necessary for coordinating and completing all portions of the work under the construction contract(s) and for all safety precautions incidental thereto. Such visits by Consultant are not to be construed as part of the inspection duties of the on -site inspection personnel defined in other parts of this Agreement. L. ONSITE MONITORING. Consultant's resident project representatives will make reasonable efforts to guard City against defects and deficiencies in the work of the contractor(s) and to help determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day inspection will not, however, cause Consultant to be responsible for those duties and responsibilities which belong to the construction contractor(s) and which include, but are not limited to, full responsibility for the techniques and sequences of construction and the safely precautions incidental thereto, and for performing in accordance with the Contract Documents. M. TIME OF PERFORMANCE. Consultant shall commence performance on each specific task authorization upon receipt of written Notice to Proceed from City. The work shall be completed in accordance with the schedule included in the authorization. N. OBLIGATIONS OF CITY TO CONSULTANT. City shall make available to Consultant all data in its possession regarding the existing facilities. This data shall include, but not be limited to: standards; specifications; policies; guides and Engineering reports; maps; plans; inventories; data; etc. City shall be responsible Agreement - AE Services Miller Legg.doc for all necessary approvals from all City of Tamarac departments, and administration of public meetings in City. Consultant shall prepare exhibits, displays, informational handouts, notes, minutes and shall assist City in conducting all meetings. O- MONITORING. Consultant's work shall be subject to the inspection and direction of City, which shall conduct periodic reviews with Consultant. Where Consultant's work is unsatisfactory to City, Consultant shall correct it at the direction of City and at no additional cost to City; however, it is incumbent upon City to notify Consultant immediately of any work deemed unsatisfactory. Consultant will indemnify City for any increased construction costs solely and proximately caused by negligence on the part of Consultant concerning any assigned project, less any betterment to City. P. EXTRA SERVICES. If extra services are required for satisfactory completion of the work or any phase thereof, and Consultant thereby necessarily incurs extra costs, Consultant may be reimbursed only upon execution of a Supplemental Agreement between the parties. However, City shall not reimburse Consultant for any work or services performed after interruption, postponement or abandonment, which City deems to be in its best interest, provided City provides proper written notice to Consultant of such interruption, postponement or abandonment of the work. In such case, City shall pay only the costs of services rendered up to the time of such interruption, postponement or abandonment. Q, CONSULTANT'S REPRESENTATIVE. Consultant will, at all times during the normal work week, designate or appoint one or more representatives of Consultant who are authorized to act on behalf of Consultant regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep City continually advised of such designation. R. WRITTEN NOTIFICATION. Whenever either party desires to give notice to the other pursuant to this Agreement, it must be given by written notice, hand delivered, or sent by certified United States mail, with 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 notice to wit: For City: City Manager City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321 With copy to: City Attorney At the same address as above Agreement - AE Services Miller Legg doc For Consultant Robert H. Miller, President Miller Legg & Associates, Inc. 1800 North Douglas Rd., Suite 200 Pembroke Pines, FL 33024 S. TERMINATION OF AGREEMENT. City or Consultant may terminate this Agreement by giving 30 days prior written notice to the other party. In such event, City shall forthwith pay Consultant in full for all work previously authorized and performed prior to the date upon which written notice of termination has been sent. Consultant's right of termination shall not be construed to preclude any action by City for damages against Consultant should Consultant not fully perform Consultant's responsibilities and duties pursuant to this Agreement. In no case shall City be liable for damages to Consultant as a result of City's termination of this Agreement, in an amount in excess of actual costs incurred by Consultant in performing work previously authorized and fully performed prior to the date on which notice of termination is sent by City. T, NON-EXCLUSIVE AGREEMENT. City reserves the right to contract other Engineering firms as Consulting Engineers pursuant to the Consultant's "Competitive Negotiation Act of Florida". Nothing in this Agreement alters or cancels the terms and conditions or prior agreements for Engineering services between these parties or between City and any other Engineering firms. U. INDEMNIFICATION. Consultant, its directors, officers, stockholders, heirs, and assigns hereby agree to indemnify and hold harmless the City of Tamarac, its officers, elected officials, agents or employees acting within the scope of their employment from any suit, claim, liability, loss or damage (including reasonable attorney's fees) to the extent caused by Consultant's negligent acts, errors or omissions associated with Consultant's duties and responsibilities pursuant to this Agreement- V. WARRANTIES. Consultant warrants that all specifications, documents, or drawings prepared by Consultant, or on Consultant's behalf, are accurate, capable of being implemented and may be relied upon by any Contractor retained by City. W. PROFESSIONAL RESPONSIBILITIES OF CONSULTANT. Consultant will exercise reasonable skill, care, and diligence in the performance of Consultant's services and will carry out its responsibilities in accordance with customarily accepted professional Engineering practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, the professional Engineering services necessary to correct errors and omissions which are caused by Consultant's failure to comply with this standard and which are reported to Consultant within one year from the completion of services. 10 Agreement - AE Services Miller Legg.doc X. ATTORNEYS' FEES. In the event of litigation, the prevailing party will be entitled to reimbursement of attorney fees. Y. CHANGES AND FORCE MAJEURE. In the event that a change in City provided information, change in law, or event of force majeure affects the Work or increases Consultant's costs, Consultant shall be entitled to a change to the Work and an equitable adjustment in the contract price and time of performance, as appropriate. Consultant shall propose in writing a change to the Work and an equitable adjustment in the Contract Price due to any such change, and City shall accept or dispute such proposal in writing within fifteen (15) days of receipt of Consultant's proposal. Z. PROHIBITION AGAINST CONTINGENT FEES. The professional Engineer warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the professional Engineer to solicit or secure this agreement and that he has not paid or agreed to pay any person or company, corporation individual, or firm, other than a bona fide employee working solely for the professional Engineer any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. AA. MODIFICATIONS. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. Such modification or amendment shall be attached to, and shall thereupon become a part of this Agreement. BB. AUTHORIZING ACTION. This Agreement is entered into by C' pursuant to a Resolution of the City Commission passed at a meeting held on 2001. Agreement - AE Services Miller Legg.doc I IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first written above. ATTEST: By: Marion Sw nson, CIVIC City Clerk ATTEST: ( orporate Secretary CITY OF TAMARAC a Florida Municipal Corporation •n % e Schreiber, Mayor Date: !" / (,- C l /ytlG�.c... By: Jeffrey ill City Manager Date: 7-/ ( ' 0 / MILLER LEGG A (Signature of IATE5. Inc. Dan A-----T-' cretary D v n E Sr Vice President Type/Print Name of Corporate Secy. Type/Print Name and Title Date: 0 6/ 2 s z 0,01 (CORPORATE SEAL) 12 Agreement - AE services Miller Legg-doc CORPORATE ACKNOWLEDGEMENT STATE OFF lorida COUNTY OF R,-,w a Y� The foregoing instrument was acknowledged before me this 2 a th day of June 2001 bynavid L . John, P . E . , (name of officer or agent, title sr. Vice President of officer or agent) of MILLS LEGG ASSOCIATES (me of corporation acknowledging), a Florida (state or place of incorporation corporation on behalf of the corporation. Signature of Notary Public -- State of Florida Printed, typed/stamped name of Notary Public Exactly as commissioned Personally known by me, or ❑ Produced identification: (Type of identification produced) ❑ Did take an oath, or RDid not take an oath Barbwu l lir,�srn my coyv;sslo�� Octcucr 19. 203 EGVDED i 1W TClf -VV 13 Agreement - AE Services Miller Legg.doe CERTIFIED RESOLUTION I, Dan A. Tintrier, P.E. (Name), the duly elected Secretary of ?i i 11 e r , Le_g A s s p c , ,inr _.(Corporate Title), a corporation organized and existing under the laws of the State of Florida , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT David L . John, P.E. (Name)", the duly elected (Title of Officer) of Millero Leca & (Corporate Title) be and is hereby authorized to execute and submit a Bid and/or Bid Bond, if such bond is required, to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME TITLE Gary &. .,.Tenn, P.E.Senior project Manag Given under my hand and the Seal of the said corporation this T, St h day of jiina T i 2Oa3__. (SEAQ By. Secretary Miller Leqg & Assoc. Inc. Corporate Title NOTE. The above is a suggested form of the type of Corporate Resolution desired. Such fo7m need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the City of Tamarac that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. Page 1 of 1 ENGINEERS • SURVEYORS & VAPPERS , PLANNERS • LANDSCAPE ARCHITECTS , GIS • ENVIRONMENTAL PROFESSIONALS G�0 Corporate Office: 1800 North Douglas Road Suite 200 • Pembroke Pines, FL 33024-3200 (954) 436-7000 Fax: (954) 436-8654 - www.miilerlegg.com � E ASSOCIATES, INC 2001 HOURLY RATE SCHEDULE TITLE HOURLY RATE Administrative $ 45 Technical Assistant $ 50 CAD Technician $ 60 Field Representative $ 60 Senior Field Representative $ 70 Technician $ 70 GIS Data Processor $ 75 Senior CAD Technician/Landscape Designer $ 75 Environmental Scientist/Risk Management Specialist $ 75 Director of Field Services $ 85 Project Engineer/Surveyor/Landscape Architect/Designer $ 85 Regulatory Coordinator $ $5 Survey Field Party (Portal to Portal) $ 95 GIS Specialist $ 95 Senior Project Engineer/Senior Environmental Scientist $ 95 Project Manager/Licensed Surveyor $100 Senior Project Manager/GIS Coordinator $125 Engineering/Planning/Surveying Director $140 GPS Field Party (Portal to Portal) $150 Principal $175 Senior Principal $215 NOTE: These rates are subject to change after January 1, 2002 Document2 Offices Located In! Pembroke Pines, FL (954) 436-7000 Wellington, FL (561) 798.9981 Orlando, FL (407) 926-4122 A ENGINEERS • SURVEYORS & MAPPERS • PLANNERS - LANDSCAPE ARCHITECTS • GIS • ENVIRONMENTAL PROFESSIONALS oil Corporate Office: 1800 North Douglos Road Suite 200 • Pembroke Pines, FL 33024-3200 (954) 436.7000 • Fax: (954) 436-8664 www.mlllerlegg.com V La® A ASSOCIATES, INC "Celebrating 35 Years" MILLER, LEGG & ASSOCIATES, INC. Standard Reimbursable Expense Rates Effective January 1, 2001 In-house Expenses Courier at cost Mileage (per mile) per city rate Copies $0.15 Blueprints $2.20 Mylars $7.00 Postage $0.34 Vellunns $5.50 Fax Transmissions $l .00 Official Record bocs $1.00 Offices Located In: Pembroke Pines, FL (954) 436-7000 Wellington, FL (561) 798-9981 Orlando, FL (407) 926-4122 CITY OF TAMARAC CONTINUING ENGINEERING SERVICES AGREEMENT This Agreement, made and entered into and effective this day of -44� 2001 by and between: City of Tamarac, a municipal corporation, created pursuant to the Laws of the State of Florida, with principal offices located at 7525 NW 88'h Avenue, Tamarac, Florida, hereinafter referred to as "City and Mathews Consulting Inc., a Florida corporation with principal offices located at 1601 Belvedere Road, Suite 215 South, West Palm Beach FL 33406, hereinafter referred to as "Consultant". WITNESSETH: WHEREAS, City requires professional Engineering services on a continuing basis to perform such specific services as City may direct; and WHEREAS, Consultant has the professional experience and expert skill and is qualified to perform the required services; and WHEREAS, City desires to engage Consultant upon the terms and conditions set forth below, and Consultant is willing to accept such engagement upon such terms and conditions; and WHEREAS, The term of this Agreement is for a period of five (5) years, beginning the first day following execution by the City; and WHEREAS, City in accordance with Florida Statues Section 287,055, Consultants Competitive Negotiation Act, has selected "Consultant" to be most qualified to perform said continuing type services as City Consulting Engineer; NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: SCOPE OF WORK City hereby engages Consultant as an independent contractor to perform certain services and Consultant hereby agrees to perform said services upon the terms and conditions hereinafter set forth. Standards of Design for work under this Agreement shall be those of the City of Tamarac, if available, which shall be revised as necessary by Consultant to meet the intent of the proposed projects. Consultant shall develop standards of design not available from City. Consultant shall perform Engineering services related to various miscellaneous projects as needed. Agreement - AE Services Mathews Consulting.doc Each specific task to be performed shall be identified and described in detail by the Consultant and approved by the appropriate City officials, and if approved by City, shall be identified by a separate Job Number established by Consultant. The specific services which Consultant agrees to furnish and the terms and conditions for such services are as follows: A. ATTENDANCE AT MEETINGS. After City has issued a written authorization for a specific task, attendance by Consultant at any subsequent meetings related to that task shall be considered as part of that task. In addition, Consultant shall be subject to such provisions as may be contained in the task authorization. However, it is contemplated that from time to time City will desire that Consultant meet with representatives of City and/or other organizations to discuss subjects not directly related to an already assigned task. Such meetings will include but not be limited to meetings at which Consultant's specialized knowledge is needed by City, or a meeting conducted to develop or disseminate criteria that will be needed by City in order to establish a new task, or a meeting at which Consultant is to act as a representative of City. However, in attendance at all required meetings and throughout the term of this Agreement, Consultant shall maintain independent contractor status. In order to minimize administration, attendance by Consultant at all such meetings shall be considered part of one continuing task. This Agreement shall be deemed as the written authorization for that task. However, Consultant shall not attend any particular meetings unless City has issued specific oral instructions that Consultant is to attend. The scope of work for each Job Number is defined to include not only attendance at authorized meetings but also any work needed to prepare for and/or submit reports concerning such meetings. All invoices for each Job Number will identify the specific meetings to which they apply. All fees for services on each Job Number will be compensated as defined in Section III.A. herein. S, REVIEW OF DEVELOPMENT PLANS. When requested by the City, Consultant shall review and comment to City on those developmental plans submitted to City which City determines will require either more Engineering expertise or more time than available to City's own Engineering staff. C. OTHER SERVICES. Upon determination by City that it is in need of Engineenng services of one of the types listed below, it may issue a separate written authorization to Consultant to perform said services. The types of service contemplated are: 1. Special Reports and Studies 2. Assistance in securing, monitoring and complying with County, State, or Federal Grants and Permits. 3. Engineering design, including preparing construction documents during bidding and award of contract, preparing a tabulation of the bids received, and providing a written recommendation for contract awards. Agreement - AE Services Mathews Consulting.doc 4. Surveying property plats and descriptions. 5, Assistance with CADD. 6. Engineering services related to construction contracts, including but not necessarily limited to: review of shop drawings, consultation and interpretation concerning drawings and specifications, review of construction progress estimates, site visits and/or periodic or full time inspections, preparing construction change orders, approval of contractor's periodic pay request, final inspection, issuing completion certificate, and such other services as may be identified in the task authorization. 7. Other Engineering services City wishes Consultant to complete will be defined in a written authorization. Each such written authorization shall clearly define the services to be provided and shall be attached to this Agreement as an Addendum. Each Addendum shall be numbered in sequence and correlated with City's Capital Improvement Project Number and title, if applicable, date approved by City, Commission, if required, and signed by City's and Consultant's representatives. Each Addendum, after execution by both parties to this Agreement, shall become a supplement to and a part of this Agreement. $. Each written authorization shall include a description of the scope of services, time of completion and method of compensation for services. Approval by City Commission and/or signature by authorized representatives to City shall constitute authorization to proceed by the Consultant for services defined by that authorization_ II. CITY FURNISHED ITEMS A. City shall designate in writing specific individuals, by title, who will be authorized to issue written and/or oral instructions to Consultant concerning this Agreement. In the absence of specific designations, Consultant may assume that the City Manager or designee shall be so authorized and Agreement shall constitute the required written designation. B. City shall assist Consultant in obtaining all background information necessary for the accomplishment of assigned tasks, and shall provide reasonable access to all existing records, data, and physical facilities. C. City shall pay for all costs of publishing advertisements for bids; for obtaining permits and licenses that may be required by local, State or Federal authorities; and/or to secure the necessary land, easements, and rights -of -way. In order to expedite processing of an application for a permit or license, City may, in some instances, direct Consultant to act for City in paying a required fee. In such instances, City subsequently shall reimburse Consultant for any such fees. 3 Agreement - AE Services Mathews Consutting.doc III. FEES AND PAYMENTS A. Each written proposal from Consultant for an individual task as required in Article 1 "Scope of Services" shall include specific information as to the type and magnitude of fees to be paid for that task. The type of fee contemplated is: Direct Hourly plus Direct Salary Costs and Reimbursement for Non -salary Costs. Salary Costs are defined to be actual direct hourly wages paid to Consultant's employees, computed by taking the annual salary and dividing by 2,080 hours per year plus applicable direct costs. This base hourly rate, limited to the work classifications as listed in Exhibit "A", and attached hereto, shall be used to calculate all times directly chargeable to any authorized assignment. Consultant's non -salary costs are defined as the costs incurred on or directly for the project, other than the Direct Salary Costs (as previously defined herein). Such non -salary costs shall be computed on the basis of actual purchase price for items obtained from commercial sources and on the basis of usual commercial charges for items provided by Consultant. Non -salary costs shall include, but are not limited to, necessary transportation costs, including mileage at City's current rate per mile when Consultant's own automobiles are used outside Broward County; meals and lodging outside Broward County; laboratory tests analyses; long distance telephone and printing. B. METHOD OF PAYMENT. Payment as prescribed for services rendered by Consultant during the previous billing period shall be due and payable as of the date of invoice, and shall be paid by City no later than the forty fifth (45th) day after the date of invoice acceptance, unless some other mutually agreeable period of required payment is established in authorization for a specific task. Consultant shall submit monthly invoices to City through the appropriate or designated project manager. The Director or designee will review the invoices to insure all charges are allowable and reasonable before recommending payment of the invoice by City. As a minimum requirement, each invoice shall indicate original fee estimate, invoice date, amount of invoice, and estimated fees remaining. A summary shall be submitted by Consultant indicating each employee's name, employment classification and hours worked on the project for the invoice period. Acceptance of the final payment by Consultant shall be considered full release of all claims against City arising out of or by reason of the work done and materials furnished under this Agreement. IV. TIMES OF PERFORMANCE It is understood that this Agreement is a continuing contract, and that all terms contained herein shall remain in effect until changed by mutual agreement of the two parties. However, no work shall be performed, and no payments shall be made, unless specifically authorized by separate written communication from City to Consultant, Agreement - AE Services Mathews Consufting.doc ON except for oral authorizations regarding each Job Number. Each separate task authorization shall include information as to start and completion times for that task. MISCELLANEOUS PROVISIONS A. RECORDS/AUDITS. The Consultant shall maintain during the term of the contract all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract_ The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract for the duration of the contract and retain them for a minimum period of one (1) year beyond the last day of the contract term. B. INSURANCE. Consultant agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations, now in effect or hereinafter enacted, during the term of this agreement that are applicable to Consultant, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. , Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as required by the City's Risk Manager before beginning work under this Agreement. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk Manager certificates of all insurance required under this section prior to beginning any work under this Agreement. Consultant shall indemnify and hold the City harmless from any damage resulting to it for failure of either Consultant or any subcontractor to obtain or maintain such Insurance. The following are required types and minimum limits of insurance coverage, which the Consultant agrees to maintain during the term of this contract: Limits Line of Business/ Coverage Occurrence Commercial General Liability $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Aggregate $1,000,000 Agreement - AE Services Mathews Consulting.doc Automobile Liability $1,000,000 $1,000,000 Workers' Compensation & Employer's Statutory Liability The City reserves the right to require higher limits depending upon the scope of work under this Agreement. Neither Consultant nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Consultant will ensure that all subcontractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. "Occurrence" form policies shall be required. Each carrier will give the City thirty-(30) days notice prior, to cancellation. The Consultant's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Consultant's Workers' Compensation carrier will provide a Waiver of Subrogation to the City. The Consultant shall be responsible for the payment of all deductibles and self - insured retentions. The City may require that the Consultant purchase a bond to cover the full amount of the deductible or self -insured retention. If the Consultant is to provide professional services under this Agreement, the Consultant must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. City and Consultant waive all rights against each other and any of their respective directors, officers, agents, and employees, for damages caused by risks covered by property insurance during and after completion of the services. City waives subrogation against Consultant on all property and consequential loss policies carried by City on adjacent properties and under property and consequential loss policies purchased for the project after its completion. If, the policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. Construction contractors, at the discretion of the City, may be required to provide (or City may provide) Owners' Protective Liability Insurance naming the City as a Named Insured and the Consultant as an additional insured, or, to endorse City and Consultant as additional insureds on construction contractor's liability insurance policies covering claims for bodily injuries and property damage. Construction contractors shall be required to provide certificates evidencing such insurance to the City and Consultant. Agreement - AE Services Mathews Consulting.doc C. INTERRUPTION POSTPONEMENT ABANDONMENT. In the event the work herein, or any part thereof, shall be abandoned due to circumstances which City considers to be in its own best interests, Consultant shall not be entitled to any further payment for such work, or any part thereof, beyond and in excess of the amount due at that time, and final payment shall be based on the proportionate amount of the fee earned to such date. D. DELAYS AND EXTENSIONS. The time of completion may be adjusted only by written Agreement between the parties hereto for unavoidable delays resulting from causes beyond the control of Consultant. E. DISPUTES AND INTERPRETATION. In the event of any disputes as to the interpretation of the terms of this Agreement, the decision of City shall be final and may be enforced in a court of competent jurisdiction in the venue of Broward County, except as provided herein. City shall notify Consultant in writing of any decision City has rendered with regard to the interpretation of this Agreement. If Consultant disagrees with the decision of City, the dispute may be decided by arbitration at the City's discretion. F. RIGHTS IN DATA, COPYRIGHTS, DISCLOSURE. 1. Definition. The term "data" as used in this Agreement includes written reports, studies, drawings, or other graphic, electronic, chemical or mechanical representation. 2. Rights in Data. City shall have the full right to use all data developed pursuant to this Agreement for any official purpose permitted under Florida Statutes, including making it available to the general public. Such use shall be without any additional payment to or approval by Consultant. All data prepared or furnished by Consultant (and Consultant's independent professional associates and Consultants) pursuant to this Agreement are instruments of service in respect of the project, and Consultant shall have the ownership and property interest therein whether or not the project is completed. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any data developed or prepared under this Agreement. All data required to be sealed and signed by registered Professional Engineer in the State of Florida shall not be modified, changed, altered or used for other purposes than those intended without the express written permission of Consultant. G. COMPLIANCE WITH LAWS. Consultant shall fully obey and comply with laws, ordinances and administrative regulations duly made in accordance therewith, which are or shall become applicable to the services performed under the terms of this Agreement. H. SUBCONTRACTING. None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of City. Some specialty sub -Consultant work is permissible wherein said services can be expeditiously and economically handled by local firms provided written permission is granted by City. Agreement - AE Services Mathews Consulting.doc INDEPENDENT CONTRACTOR. CONTRACTOR is an independent contractor under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the Contractor and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. ASSIGNMENT. Neither this contract, nor any portion thereof, shall be assigned, except by formal approval of the City Commission. No such approval will be construed as making the City a part of such assignment, or subjecting the City to liability of any kind to any assignee. No subcontract or assignment shall, under any circumstances, relieve the Consultant of its liability and obligation under this contract, and despite any such assignment, the City shall deal through the Consultant only. However, if the company is sold during the life of the contract, the buying agent must provide the City with a letter signed by an officer of the new owner that can legally bind the company, stating that they will continue to perform the requirements of the contract under all the terms, conditions, and specifications so stated in the contract. K. SITE VISITS. Visits to the construction site and observations made by Consultant as part of the services shall not relieve the construction contractor(s) of its obligation to conduct comprehensive inspections of the work sufficient to ensure conformance with the intent of the Contract Documents, nor shall the contractor(s) be relieved of responsibility for all construction means, methods, techniques, sequences, and procedures necessary for coordinating and completing all portions of the work under the construction contract(s) and for all safety precautions incidental thereto. Such visits by Consultant are not to be construed as part of the inspection duties of the on -site inspection personnel defined in other parts of this Agreement. L. ONSITE MONITORING. Consultant's resident project representatives will make reasonable efforts to guard City against defects and deficiencies in the work of the contractor(s) and to help determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day inspection will not, however, cause Consultant to be responsible for those duties and responsibilities which belong to the construction contractor(s) and which include, but are not limited to, full responsibility for the techniques and sequences of construction and the safety precautions incidental thereto, and for performing in accordance with the Contract Documents, M. TIME OF PERFORMANCE. Consultant shall commence performance on each specific task authorization upon receipt of written Notice to Proceed from City. The work shall be completed in accordance with the schedule included in the authorization. N. OBLIGATIONS OF CITY TO CONSULTANT. City shall make available to Consultant all data in its possession regarding the existing facilities. This data shall include, but not be limited to: standards; specifications; policies; guides and Engineering reports; maps; plans; inventories; data; etc. City shall be responsible Agreement - AE Services Mathews Consulting.doc for all necessary approvals from all City of Tamarac departments, and administration of public meetings in City. Consultant shall prepare exhibits, displays, informational handouts, notes, minutes and shall assist City in conducting all meetings. O. MONITORING. Consultant's work shall be subject to the inspection and direction of City, which shall conduct periodic reviews with Consultant. Where Consultant's work is unsatisfactory to City, Consultant shall correct it at the direction of City and at no additional cost to City; however, it is incumbent upon City to notify Consultant immediately of any work deemed unsatisfactory. Consultant will indemnify City for any increased construction costs solely and proximately caused by negligence on the part of Consultant concerning any assigned project, less any betterment to City. P. EXTRA SERVICES. If extra services are required for satisfactory completion of the work or any phase thereof, and Consultant thereby necessarily incurs extra costs, Consultant may be reimbursed only upon execution of a Supplemental Agreement between the parties. However, City shall not reimburse Consultant for any work or services performed after interruption, postponement or abandonment, which City deems to be in its best interest, provided City provides proper written notice to Consultant of such interruption, postponement or abandonment of the work. In such case, City shall pay only the costs of services rendered up to the time of such interruption, postponement or abandonment. Q. CONSULTANT'S REPRESENTATIVE. Consultant will, at all times during the normal work week, designate or appoint one or more representatives of Consultant who are authorized to act on behalf of Consultant regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep City continually advised of such designation. R. WRITTEN NOTIFICATION. Whenever either party desires to give notice to the other pursuant to this Agreement, it must be given by written notice, hand delivered, or sent by certified United States mail, with 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 notice to wit: For City: City Manager City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321 With copy to: City Attorney At the same address as above Agreement - AE Services Mathews Consuftin9.doc For Consultant Rene L. Mathews, P.E., President Mathews Consulting, Inc. 1601 Belvedere Rd., Suite 215 South West Palm Beach, FL 33406 S. TERMINATION OF AGREEMENT. City or Consultant may terminate this Agreement by giving 30 days prior written notice to the other party. In such event, City shall forthwith pay Consultant in full for all work previously authorized and performed prior to the date upon which written notice of termination has been sent. Consultant's right of termination shall not be construed to preclude any action by City for damages against Consultant should Consultant not fully perform Consultant's responsibilities and duties pursuant to this Agreement. In no case shall City be liable for damages to Consultant as a result of City's termination of this Agreement, in an amount in excess of actual costs incurred by Consultant in performing work previously authorized and fully performed prior to the date on which notice of termination is sent by City. T. NON-EXCLUSIVE AGREEMENT. City reserves the right to contract other Engineering firms as Consulting Engineers pursuant to the Consultant's "Competitive Negotiation Act of Florida". Nothing in this Agreement alters or cancels the terms and conditions or prior agreements for Engineering services between these parties or between City and any other Engineering firms. U. INDEMNIFICATION. Consultant, its directors, officers, stockholders, heirs, and assigns hereby agree to indemnify and hold harmless the City of Tamarac, its officers, elected officials, agents or employees acting within the scope of their employment from any suit, claim, liability, loss or damage (including reasonable attorney's fees) to the extent caused by Consultant's negligent acts, errors or omissions associated with Consultant's duties and responsibilities pursuant to this Agreement. V. WARRANTIES. Consultant warrants that all specifications, documents, or drawings prepared by Consultant, or on Consultant's behalf, are accurate, capable of being implemented and may be relied upon by any Contractor retained by City. W. PROFESSIONAL RESPONSIBILITIES OF CONSULTANT. Consultant will exercise reasonable skill, care, and diligence in the performance of Consultant's services and will carry out its responsibilities in accordance with customarily accepted professional Engineering practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, the professional Engineering services necessary to correct errors and omissions which are caused by Consultant's failure to comply with this standard and which are reported to Consultant within one year from the completion of services. 10 Agreement - AE Services Mathews Consulting.doc X. ATTORNEYS' FEES_ In the event of litigation, the prevailing party will be entitled to reimbursement of attorney fees. Y. CHANGES AND FORCE MAJEURE_ In the event that a change in City provided information, change in law, or event of force majeure affects the Work or increases Consultant's costs, Consultant shall be entitled to a change to the Work and an equitable adjustment in the contract price and time of performance, as appropriate. Consultant shall propose in writing a change to the Work and an equitable adjustment in the Contract Price due to any such change, and City shall accept or dispute such proposal in writing within fifteen (15) days of receipt of Consultant's proposal. Z. PROHIBITION AGAINST CONTINGENT FEES. The professional Engineer warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the professional Engineer to solicit or secure this agreement and that he has not paid or agreed to pay any person or company, corporation individual, or firm, other than a bona fide employee working solely for the professional Engineer any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. AA. MODIFICATIONS. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. Such modification or amendment shall be attached to, and shall thereupon become a part of this Agreement. BB. AUTHORIZING ACTION. This Agreement is entered into by Cjty pursuant to a Resolution of the City Commission passed at a meeting held on 2001. 11 Agreement - AE Services Mathews Consulting.doc IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first written above. ATTEST: By: - Marion Swe son, CMC City Clerk Mitchell S. Kraft Date: ATTEST: 1�1�� (Corporate Secretary rney David L. Mathews Type/priht Name of Corporate Secy. (CORPORATt SEAL) CITY OF TAMARAC a Florida Municipal Corporation By: e Schreiber, Mayor Date: 7- 1 6 0 / �y: YA�.-�. Jeffrey Mi er, City Manager Date: 7 , /& -O i Mathews Consulting, Inc. r (A thorized Signature) Rene L. Mathews, President Type/Print Name and Title Date: (J --t5 rp j 12 Agreement - AE Services Mathews Consulting.doc CORPORATE ACKNOWLEDGEMENT STATE OF COUNTY OF,r% /Mffd� The foregoing instrument was acknowledged before me this day of ✓u.!/__ _, 2001 by Rene L. Mathews President (name of officer or agent, title of officer or agent) of Mathews Consulting, Inc. (name of corporation acknowledging), a Florida (state or place of incorporation) corporation, on behalf of the corporation. At���ureary Public — State of rida f1;,. 4. Nancy Armatrtxip *la* MY CWMISSIon CCO144-18 Printed, typed/stamped name of Notary Public ' tiZ w� F)Vr" F96rtary21. -1 4 Exactly as commissioned 211'ersonally known by me, or ❑ Produced identification: (Type of identification produced) [' Did take an oath, or ❑ Did not take an oath 13 Agreement - AE Services Mathews Consulting.doc I, _David L. Mathewsthe duly elected Secretary of Math ws Consulting.In . a corporation organized and existing under the laws of the State of Florida , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. IT IS HEREBY RESOLVED THAT R n L. Mathews the duly elected of nc. be and is hereby authorized to execute and submit a Bid and Bid Bond, if such bond is required, to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME Rene L. Mathews David L. Mathews Vice President TITLE SIQ-NA': Of iNi President I l�■ /I� Given undX my hand and the Seal of the said corporation this I day of LAU�EA= 20 (SEAL) _ By. Secretary 117-=Dno, 720 MATHEWS CONSULTe CONSULTING 'Nc EXHIBIT A Billable Rate Schedule for City of Tamarac Direct Hourly Rates Principal Engineer ............................................... $125.00 per hour Senior Engineer— Level II...................................$110,00 per hour Engineer — Level I ............................................... $85.00 per hour Construction Inspector ......................................... $75.00 per hour CARD Designer ................................. I ............... ..$$0.00 per hour Technician............................................................ $50.00 per hour Clerical................................................................. $45.00 per hour Reimbursable Expenses Reimbursable Expenses, including printing, postage, transportation costs (including mileage), meals/lodging, laboratory tests analysis, and long distance telephone, are billed on a direct cost basis. Subconsultant Costs Subconsultant charges shall be billed on a direct cost basis plus 10% administration fee. Mathews Consulting, Inc, • 1601 Belvedere Road, Suite 115S • West Palm Beach, FL 33406 •561-478-7961 • Fax 561-478-7964 CERTIFICATE OF INSURAAN�tCE ISSUE DATE (A4�t DD YY) - _ 6/15/01 THIS CERTIFICATE IS ISSUED AS A MATTER OF LNYORMATION ONLY A7'M PRODUCER CONFERS NO RTGRTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Collinsworth, Alter, Nielson, DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Fowler & Dowlin9,ln6-(WMClDIA) COMPANIES AFFORDING COVERAGE 5979 NW 151 Street, Suite 105 coMPANY A Lloyds of London Miami Lakes, FL 33014 COMPANY LETTER B INSURED COMPANY Mathews Consulting, Inc. LETTER Attn: Rorie Mathews COMPANY LETTER D 1601 Belvedere Road #215S West Palm Beach FL 33406 COMPANY LFT FR IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED RKLOW HAVE BEEN ISSUED TO THE U4LTED NAMED ABOVE FOR THE POLICY PERIOD szxrc THIS INDICATED. NOTWITHSTANDING ANY IIEQUMEMENT, TERM OE CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH AFFORDED BY TUX POLICIES DESCRIhLD HEREIN IS SUBTECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSL'M OR MAY PFRTAIN, THE INSURANCE OF SUCH POLICIES. LIMIT'S SHOWN MAY HAVE BEEN REDUCED BY PAII) CLAIMS. EXCLUSIONS AND CONDITIONS POLICY EFT. POLICY EXP, LIMITS CO POLICY NUMBER TYPE OF INSURANCE DATE (SIf/DD,YY) DATE (hI(/DbIYY) .TR GENERAL AGGREGATE GENERAL LIABILITY PROD-COMP/OP ACC. COMM. G>rN'tERAL LIABILITY CLAIMS MARE uOCC. ' PERs. & ADV. Lti7URY EACH OCCURRENCE OWNER'S & CONTRACT'S PROT FIRE DAMAGE(One Full MED. EXP. (One Per) AUTOMOBILE: LIABILITY COMBINED SINGLE LIMIT LICIT ANY AUTO ALL OWNED ALTOS BODILY DUURY (Per person) SCIIFDULED ALTOS HIRED ALTOS BODILY IhTURY (per oaldeuq NON -OWNED AUTOS GARAGE LIABI ITY pROpERTY DAMAGE EACH OCCURRENCE EXCESS LIAM= L'MBRFLLA FORM AGGREGATE OTHER THAN UMBRELLA FORM STATUTORY LIMITS WORKERS' COMPENSATION EACit ACCIDENT' AND DISEASE -POLICY LLMrT E:NSPLOYER'S LIABILITY DISEASE-Ek4H EMP. P62 501 5/01101 5101103 A oTrmiz 1,000,000 limits Professional each claim and Liability annual aggregate claims -made form DESCRIPTION OF OP£RATTONS/L(>CATIONS/VEHICL.ES/SMCIAI, ITEMS CANCELLATION CERTIFICATE BOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCTiLI.EA BEFORE THE EXPIRATION DATE THEREOF, THE ISSLING COMPANY WILL ENDFAVOR TO 1AEL DAYS NOTICE TO THE CERTIFICATE HOLDER NAMED TO TIIF bWRITTEN LEFT, BUT FAILURE TO MAIL SUCH NOTICE SRAI.L IMPOSE NO OBLIGATION OR UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. City of Tamarac LIABILITY OF ANY KIND 7525 NW 88TH Avenue AUTHORIZED Tamarac, FL 33321-2401 ACORD 25-5 (7/90) 4- �+ p [+ �* { t t RAN�'!c C � DATE (MM'CO+YY) AC V5r'1�V QI .[«t {1V4�.�r.:� = D6/1B ql TMIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO FLIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POIJCIES BELOW. , Ste. 2600 63101-2500 COMPANIES AFFORDING COVERAGE St. LOu1S MO COMPANY A Nartford Insurance Company rb_, 80 -1391 F - 888- 1-3 INSURED COWANY B COMPANY Mathaw>a Consulting, Inc. C - 1601 Belvedera Road, Ste 215 S COMPANY Went Palm Beach FL 33406 D :•..:...�.�..-.-.-.•................. ....." USTEDg"OWHAVE•BEENZWEPTOTHE•MUSEDNAMED,ABOVEFOR Tt•IE�F'OLICYPERIOO £CIE .. TN LS TO. NOT OTHEROOCU XT WITH RESPECT TO WHICH THIS INDIGLTEO. MOTWLT:L4TANDalG ANV REOU EHT, TERM On CONDMON OF ANY I E8 E MUK&44CE AFFORDED BY THE POOL RIdED CERTIFICATE MAY BF *SUED OR NAY PERTAIN. HEREIN IS $L1B.iECT TO ALL THE TERMS. EXCLUSIONS AND COII XTIONS OF SUCH POLIO=. LOM SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICYFFFECTF4 POLICYE>71RATION LWS TYPE OF INSURANCE POLICY NUUBER DATE (MMVDYY) DATE O"DO M LCTOTt GENERAL AGGREGATE s2,000,000 GENERAL UABIUTY A x coMMERCLALaw-RALL"ortY 94SBXGQOS99 11/01/00 11/01/01 PRODUCTS -COMProPAGG s2,000,000 PERSONAL i ADV INJURY $ 1, 0 0 0, 0 0 0 • CLAIMS MADE a OCCUR EACH OCCURRENCE S1,000,000 OWNERSSCONTRACTOR'SPROT FIRE DAMAGE (AnV one No) $1,000,000 WED EXP (Any cna penCn) s 10 , 0 0 0 AUTOWMKA LIASCrry COMBRIEO SWGLE OWT 31,000,000 A Y ANYAUTO 84UKV'LL7958 11/01/00 11/01/0, AIL O W NED AUTOS " y BODILY uuaav $ SCHEDULED AUTD5 x HIRED AUTOS 86CILY INJURY s (Pe. aCOOsnI) X NON-OWNKDAU70S - Y _ PROPERTY DAMAGE I s AUTO ONLY • EA ACCIDENT s r".A G1 LNB4ITY ANY AUTO I OTHER THAN AUTO ONLY: I FACHACCIOENT s AGGREGATE s IXCESS LIABILITY EACH OCCLIFLAENICE s UMBRELLA FORM AGGREGATE S OTHER THAN UMBRELLA FORM s C g WORKER? COMPENSATION AND EMPLOYERS' LIABILITY EL EACH ACGIDENT A THEPROPRIE•TOR! x INCL 84WBVJK6298 11/01/01) 11/01/01 FLaSEASE-POLICY LIMIT s500,000 PARTHERST-XECU VF EL DISEASE - EA EMPLOYEE S 10 D , 0 0 0 OFFICERS ARE: EXCL OTHER DESCRIPTION OF OPERATIONS/LOCATION$NEHICL&&SPECIAL fTEMS CITY OF TAMARAC S INCLUDED AS ADDITIONAL INSURED. WAIVER OF SUBROGATION INCLUDED IN FAVO OF CSRT XOLDSR FOR WORK COMP.. CERTIFLCA:TE NC+DEFt:' ::: :::..:::..: :.:':::::�:•::•:-:;:-:::'.�::` ::::�:.�: '��' .:.�.�'.:": ...... • S}gLILD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE TAXMM ,XP}RATK)N DATE THERFcw. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL j 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FMLU476 TO MAIL SUCH NOTICE SHALL wkost NO OBLIGATION OR LU181UTY CITY OF TAMARAC OF ANY KIND UPON THE COMPANY, IT$ AGENTS OR REPRESENTATNES. 7525 NW 88TH AVSNITY TAMARAC FL 33321-2401 AC ORa 25 -9 CITY OF TAMARAC CONTINUING ENGINEERING SERVICES AGREEMENT This Agreement, made and entered into and effective this day of 2001 by and between: City of Tamarac, a municipal corporation, created pursuant to the Laws of the State of Florida, with principal offices located at 7525 NW 88t' Avenue, Tamarac, Florida, hereinafter referred to as "City". and Eckler Engineering, Inc. a Florida corporation, with principal offices located at 9381 W. Sample Road, Coral Springs FL 33065, hereinafter referred to as "Consultant". WITNESSETH: WHEREAS, City requires professional Engineering services on a continuing basis to perform such specific services as City may direct; and WHEREAS, Consultant has the professional experience and expert skill and is qualified to perform the required services; and WHEREAS, City desires to engage Consultant upon the terms and conditions set forth below, and Consultant is willing to accept such engagement upon such terms and conditions; and WHEREAS, The term of this Agreement is for a period of five (5) years, beginning the first day following execution by the City; and WHEREAS, City in accordance with Florida Statues Section 287.055, Consultants Competitive Negotiation Act, has selected "Consultant" to be most qualified to perform said continuing type services as City Consulting Engineer; NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: SCOPE OF WORK City hereby engages Consultant as an independent contractor to perform certain services and Consultant hereby agrees to perform said services upon the terms and conditions hereinafter set forth. Standards of Design for work under this Agreement shall be those of the City of Tamarac, if available, which shall be revised as necessary by Consultant to meet the intent of the proposed projects. Consultant shall develop standards of design not available from City. Consultant shall perform Engineering services related to various miscellaneous projects as needed. 1 Agreement - AE Services Eckler.doc Each specific task to be performed shall be identified and described in detail by the Consultant and approved by the appropriate City officials, and if approved by City, shall be identified by a separate Job Number established by Consultant. The specific services which Consultant agrees to furnish and the terms and conditions for such services are as follows: A. ATTENDANCE AT MEETINGS. After City has issued a written authorization for a specific task, attendance by Consultant at any subsequent meetings related to that task shall be considered as part of that task. In addition, Consultant shall be subject to such provisions as may be contained in the task authorization. However, it is contemplated that from time to time City will desire that Consultant meet with representatives of City and/or other organizations to discuss subjects not directly related to an already assigned task. Such meetings will include but not be limited to meetings at which Consultant's specialized knowledge is needed by City, or a meeting conducted to develop or disseminate criteria that will be needed by City in order to establish a new task, or a meeting at which Consultant is to act as a representative of City. However, in attendance at all required meetings and throughout the term of this Agreement, Consultant shall maintain independent contractor status. In order to minimize administration, attendance by Consultant at all such meetings shall be considered part of one continuing task. This Agreement shall be deemed as the written authorization for that task. However, Consultant shall not attend any particular meetings unless City has issued specific oral instructions that Consultant is to attend. The scope of work for each Job Number is defined to include not only attendance at authorized meetings but also any work needed to prepare for and/or submit reports concerning such meetings. All invoices for each Job Number will identify the specific meetings to which they apply. All fees for services on each Job Number will be compensated as defined in Section III.A. herein. B. REVIEW OF DEVELOPMENT PLANS. When requested by the City, Consultant shall review and comment to City on those developmental plans submitted to City which City determines will require either more Engineering expertise or more time than available to City's own Engineering staff. C. OTHER SERVICES. Upon determination by City that it is in need of Engineering services of one of the types listed below, it may issue a separate written authorization to Consultant to perform said services. The types of service contemplated are: Special Reports and Studies 2_ Assistance in securing, monitoring and complying with County, State, or Federal Grants and Permits. 3. Engineering design, including preparing construction documents during bidding and award of contract, preparing a tabulation of the bids received, and providing a written recommendation for contract awards. Agreement - AE Services Echder.doc 4. Surveying property plats and descriptions. 5. Assistance with CADD. 6. Engineering services related to construction contracts, including but not necessarily limited to: review of shop drawings, consultation and interpretation concerning drawings and specifications, review of construction progress estimates, site visits and/or periodic or full time inspections, preparing construction change orders, approval of contractor's periodic pay request, final inspection, issuing completion certificate, and such other services as may be identified in the task authorization. 7. Other Engineering services City wishes Consultant to complete will be defined in a written authorization. Each such written authorization shall clearly define the services to be provided and shall be attached to this Agreement as an Addendum. Each Addendum shall be numbered in sequence and correlated with City's Capital Improvement Project Number and title, if applicable, date approved by City Commission, if required, and signed by City's and Consultant's representatives. Each Addendum, after execution by both parties to this Agreement, shall become a supplement to and a part of this Agreement. $. Each written authorization shall include a description of the scope of services, time of completion and method of compensation for services. Approval by City Commission and/or signature by authorized representatives to City shall constitute authorization to proceed by the Consultant for services defined by that authorization. II. CITY FURNISHED ITEMS A. City shall designate in writing specific individuals, by title, who will be authorized to issue written and/or oral instructions to Consultant concerning this Agreement. In the absence of specific designations, Consultant may assume that the City Manager or designee shall be so authorized and Agreement shall constitute the required written designation. D. City shall assist Consultant in obtaining all background information necessary for the accomplishment of assigned tasks, and shall provide reasonable access to all existing records, data, and physical facilities. C. City shall pay for all costs of publishing advertisements for bids; for obtaining permits and licenses that may be required by local, State or Federal authorities; and/or to secure the necessary land, easements, and rights -of -way. In order to expedite processing of an application for a permit or license, City may, in some instances, direct Consultant to act for City in paying a required fee. In such instances, City subsequently shall reimburse Consultant for any such fees- 3 Agreement - AE Services Eckler.doc III. FEES AND PAYMENTS A. Each written proposal from Consultant for an individual task as required in Article 1 "Scope of Services" shall include specific information as to the type and magnitude of fees to be paid for that task. The type of fee contemplated is: Direct Hourly plus Direct Salary Costs and Reimbursement for_Non-salary Costs. Salary Costs are defined to be actual direct hourly wages paid to Consultant's employees, computed by taking the annual salary and dividing by 2,080 hours per year plus applicable direct costs. This base hourly rate, limited to the work classifications as listed in Exhibit "A", and attached hereto, shall be used to calculate all times directly chargeable to any authorized assignment. Consultant's non -salary costs are defined as the costs incurred on or directly for the project, other than the Direct Salary Costs (as previously defined herein). Such non -salary costs shall be computed on the basis of actual purchase price for items obtained from commercial sources and on the basis of usual commercial charges for items provided by Consultant. Non -salary costs shall include, but are not limited to, necessary transportation costs, including mileage at City's current rate per mile when Consultant's own automobiles are used outside Broward County; meals and lodging outside Broward County; laboratory tests analyses; long distance telephone and printing. B. METHOD OF PAYMENT. Payment as prescribed for services rendered by Consultant during the previous billing period shall be due and payable as of the date of invoice, and shall be paid by City no later than the forty fifth (45th) day after the date of invoice acceptance, unless some other mutually agreeable period of required payment is established in authorization for a specific task. Consultant shall submit monthly invoices to City through the appropriate or designated project manager. The Director or designee will review the invoices to insure all charges are allowable and reasonable before recommending payment of the invoice by City. As a minimum requirement, each invoice shall indicate original fee estimate, invoice date, amount of invoice, and estimated fees remaining. A summary shall be submitted by Consultant indicating each employee's name, employment classification and hours worked on the project for the invoice period. Acceptance of the final payment by Consultant shall be considered full release of all claims against City arising out of or by reason of the work done and materials furnished under this Agreement. IV. TIMES OF PERFORMANCE It is understood that this Agreement is a continuing contract, and that all terms contained herein shall remain in effect until changed by mutual agreement of the two parties. However, no work shall be performed, and no payments shall be made, unless specifically authorized by separate written communication from City to Consultant, Agreement - AE Services Eckler.doc V except for oral authorizations regarding each Job Number. Each separate task authorization shall include information as to start and completion times for that task. MISCELLANEOUS PROVISIONS A. RECORDS/AUDITS. The Consultant shall maintain during the term of the contract all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract for the duration of the contract and retain them for a minimum period of one (1) year beyond the last day of the contract term. B. INSURANCE. Consultant agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations, now in effect or hereinafter enacted, during the term of this agreement that are applicable to Consultant, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as required by the City's Risk Manager before beginning work under this Agreement. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk Manager certificates of all insurance required under this section prior to beginning any work under this Agreement. Consultant shall indemnify and hold the City harmless from any damage resulting to it for,failure of either Consultant or any subcontractor to obtain or maintain such insurance. The following Ere required types and minimum limits of insurance coverage, which the Consultant agrees to maintain during the term of this contract: Limits Line of Business/ Coverage Occurrence Commercial General Liability $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Aggregate $1,000,000 Agreement - AE Services Eckler.doc Automobile Liability $1,000,000 $1,000,000 Workers' Compensation & Employer's Statutory Liability The City reserves the right to require higher limits depending upon the scope of work under this Agreement. Neither Consultant nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Consultant will ensure that all subcontractors will comply with ,the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. "Occurrence" form policies shall be required. Each carrier will give the City thirty-(30) days notice prior to cancellation. The Consultant's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Consultant's Workers' Compensation carrier will provide a Waiver of Subrogation to the City. The Consultant shall be responsible for the payment of all deductibles and self - insured retentions. The City may require that the Consultant purchase a bond to cover the full amount of the deductible or self -insured retention. If the Consultant is to provide professional services under this Agreement, the Consultant must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. City and Consultant waive all rights against each other and any of their respective directors, officers, agents, and employees, for damages caused by risks covered by property insurance during and after completion of the services. City waives subrogation against Consultant on all property and consequential loss policies carried by City on adjacent properties and under property and consequential loss policies purchased for the project after its completion. If the policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. Construction contractors, at the discretion of the City, may be required to provide (or City may provide) Owners' Protective Liability Insurance naming the City as a Named Insured and the Consultant as an additional insured, or, to endorse City and Consultant as additional insureds on construction contractor's liability insurance policies covering claims for bodily injuries and property damage. Construction contractors shall be required to provide certificates evidencing such insurance to the City and Consultant. Agreement - AE Services Eckler.doc C. INTERRUPTION, POSTPONEMENT,_ ABANDONMENT. In the event the work herein, or any part thereof, shall be abandoned due to circumstances which City considers to be in its own best interests, Consultant shall not be entitled to any further payment for such work, or any part thereof, beyond and in excess of the amount due at that time, and final payment shall be based on the proportionate amount of the fee earned to such date. D. DELAYS AND EXTENSIONS. The time of completion may be adjusted only by written Agreement between the parties hereto for unavoidable delays resulting from causes beyond the control of Consultant. E. DISPUTES AND INTERPRETATION. In the event of any disputes as to the interpretation bf the terms of this Agreement, the decision of City shall be final and may be enforced in a court of competent jurisdiction in the venue of Broward County, except as provided herein. City shall notify Consultant in writing of any decision City has rendered with regard to the interpretation of this Agreement. If Consultant disagrees with the decision of City, the dispute may be decided by arbitration at the City's discretion. F. RIGHTS IN DATA, COPYRIGHTS, DISCLOSURE. Definition. The term "data" as used in this Agreement includes written reports, studies, drawings, or other graphic, electronic, chemical or mechanical representation. 2. Rights in Data. City shall have the full right to use all data developed pursuant to this Agreement for any official purpose permitted under Florida Statutes, including making it available to the general public. Such use shall be without any additional payment to or approval by Consultant. All data prepared or furnished by Consultant (and Consultant's independent professional associates and Consultants) pursuant to this Agreement are instruments of service in respect of the project, and Consultant shall have the ownership and property interest therein whether or not the project is completed. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any data developed or prepared under this Agreement. All data required to be sealed and signed by registered Professional Engineer in the State of Florida shall not be modified, changed, altered or used for other purposes than those intended without the express written permission of Consultant. G. COMPLIANCE WITH LAWS. Consultant shall fully obey and comply with laws, ordinances and administrative regulations duly made in accordance therewith, which are or shall become applicable to the services performed under the terms of this Agreement. H. SUBCONTRACTING. None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of City. Some specialty sub -Consultant work is permissible wherein said services can be expeditiously and economically handled by local firms provided written permission is granted by City. Agreement - AE Services Eckler.doc INDEPENDENT CONTRACTOR. CONTRACTOR is an independent contractor under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the Contractor and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. ASSIGNMENT. Neither this contract, nor any portion thereof, shall be assigned, except by formal approval of the City Commission. No such approval will be construed as making the City a part of such assignment, or subjecting the City to liability of any kind to any assignee. No subcontract or assignment shall, under any circumstances; relieve the Consultant of its liability and obligation under this contract, and despite any such assignment, the City shall deal through the Consultant only. However, if the company is sold during the life of the contract, the buying agent must provide the City with a letter signed by an officer of the new owner that can legally bind the company, stating that they will continue to perform the requirements of the contract under all the terms, conditions, and specifications so stated in the contract. K. SITE VISITS. Visits to the construction site and observations made by Consultant as part of the services shall not relieve the construction contractor(s) of its obligation to conduct comprehensive inspections of the work sufficient to ensure conformance with the intent of the Contract Documents, nor shall the contractor(s) be relieved of responsibility for all construction means, methods, techniques, sequences, and procedures necessary for coordinating and completing all portions of the work under the construction contract(s) and for all safety precautions incidental thereto. Such visits by Consultant are not to be construed as part of the inspection duties of the on -site inspection personnel defined in other parts of this Agreement. L. ONSITE MONITORING. Consultant's resident project representatives will make reasonable efforts to guard City against defects and deficiencies in the work of the contractor(s) and to help determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day inspection will not, however, cause Consultant to be responsible for those duties and responsibilities which belong to the construction contractor(s) and which include, but are not limited to, full responsibility for the techniques and sequences of construction and the safety precautions incidental thereto, and for performing in accordance with the Contract Documents. M. TIME OF PERFORMANCE. Consultant shall commence performance on each specific task authorization upon receipt of written Notice to Proceed from City. The work shall be completed in accordance with the schedule included in the authorization. N. OBLIGATIONS OF CITY TO CONSULTANT. City shall make available to Consultant all data in its possession regarding the existing facilities. This data shall include, but not be limited to: standards; specifications; policies; guides and Engineering reports; maps; plans; inventories; data; etc. City shall be responsible Agreement - AE Services Eckler.doc for all necessary approvals from all City of Tamarac departments, and administration of public meetings in City. Consultant shall prepare exhibits, displays, informational handouts, notes, minutes and shall assist City in conducting all meetings. O. MONITORING. Consultant's work shall be subject to the inspection and direction of City, which shall conduct periodic reviews with Consultant. Where Consultant's work is unsatisfactory to City, Consultant shall correct it at the direction of City and at no additional cost to City; however, it is incumbent upon City to notify Consultant immediately of any work deemed unsatisfactory. Consultant will indemnify City for any increased construction costs solely and proximately caused by negligence on the part of Consultant concerning any assigned project, less any betterment to City. P. EXTRA SERVICES. If extra services are required for satisfactory completion of the work or any phase thereof, and Consultant thereby necessarily incurs extra costs, Consultant may be reimbursed only upon execution of a Supplemental Agreement between the parties. However, City shall not reimburse Consultant for any work or services performed after interruption, postponement or abandonment, which City deems to be in its best interest, provided City provides proper written notice to Consultant of such interruption, postponement or abandonment of the work. In such case, City shall pay only the costs of services rendered up to the time of such interruption, postponement or abandonment. Q. CONSULTANT'S REPRESENTATIVE. Consultant will, at all times during the normal work week, designate or appoint one or more representatives of Consultant who are authorized to act on behalf of Consultant regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep City continually advised of such designation. R. WRITTEN NOTIFICATION. Whenever either party desires to give notice to the other pursuant to this Agreement, it must be given by written notice, hand delivered, or sent by certified United States mail, with 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 notice to wit: For City: City Manager City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321 With copy to: City Attorney At the same address as above Agreement - AE Services Eckler.doc For Consultant Donald A. Eckler, P.E., President Eckler Engineering, Inc. 9381 W. Sample Road Coral Springs, FL 33065 S. TERMINATION OF AGREEMENT. City or Consultant may terminate this Agreement by giving 30 days prior written notice to the other party. In such event, City shall forthwith pay Consultant in full for all work previously authorized and performed prior to the date upon which written notice of termination has been sent. Consultant's right of termination shall not be construed to preclude any action by City for damages against Consultant should Consultant not fully perform Consultant's responsibilities and duties pursuant to this Agreement. In no case shall City be liable for damages to Consultant as a result of City's termination of this Agreement, in an amount in excess of actual costs incurred by Consultant in performing work previously authorized and fully performed prior to the date on which notice of termination is sent by City. T. NON-EXCLUSIVE AGREEMENT. City reserves the right to contract other Engineering firms as Consulting Engineers pursuant to the Consultant's "Competitive Negotiation Act of Florida". Nothing in this Agreement alters or cancels the terms and conditions or prior agreements for Engineering services between these parties or between City and any other Engineering firms. U. INDEMNIFICATION. Consultant, its directors, officers, stockholders, heirs, and assigns hereby agree to indemnify and hold harmless the City of Tamarac, its officers, elected officials, agents or employees acting within the scope of their employment from any suit, claim, liability, loss or damage (including reasonable attorney's fees) to the extent caused by Consultant's negligent acts, errors or omissions associated with Consultant's duties and responsibilities pursuant to this Agreement. V. WARRANTIES. Consultant warrants that all specifications, documents, or drawings prepared by Consultant, or on Consultant's behalf, are accurate, capable of being implemented and may be relied upon by any Contractor retained by City. W. PROFESSIONAL RESPONSIBILITIES OF CONSULTANT. Consultant will exercise reasonable skill, care, and diligence in the performance of Consultant's services and will carry out its responsibilities in accordance with customarily accepted professional Engineering practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, the professional Engineering services necessary to correct errors and omissions which are caused by Consultant's failure to comply with this standard and which are reported to Consultant within one year from the completion of services. 10 Agreement - AE Services Eckler.doc X. ATTORNEYS' FEES. In the event of litigation, the prevailing party will be entitled to reimbursement of attorney fees. Y. CHANGES AND FORCE MAJEURE. In the event that a change in City provided information, change in law, or event of force majeure affects the Work or increases Consultant's costs, Consultant shall be entitled to a change to the Work and an equitable adjustment in the contract price and time of performance, as appropriate. Consultant shall propose in writing a change to the Work and an equitable adjustment in the Contract Price due to any such change, and City shall accept or dispute such proposal in writing within fifteen (15) days of receipt of Consultant's proposal. Z. PROHIBITION AGAINST CONTINGENT FEES. The professional Engineer warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the professional Engineer to solicit or secure this agreement and that he has not paid or agreed to pay any person or company, corporation individual, or firm, other than a bona fide employee working solely for the professional Engineer any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. AA. MODIFICATIONS. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. Such modification or amendment shall be attached to, and shall thereupon become a part of this Agreement. BB. AUTHORIZING ACTION. This Agreement is entered into by CA pursuant to a Resolution of the City Commission passed at a meeting held on 2001. 11 Agreement - AE Services Eckler.doc IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first written above. CITY OF TAMARAC a Florida Municipal Corporation ATTEST: By: By._ Mayor Marion Sw son, M /J Schreiber, City Clerk -7- /6 - TU / Date: By: Jeffrey L. ill r, City Manager Date: - / by Ap By Da ATTEST: (Corporate Secretary ):�kkj 4(d 25 /ter Type/Print Name of Corporate Secy. Eckler Engineering, Inc. 3 � �1- �-- 4 5 ��7 (Authorized Signature) Donald A. Eckler, P.E. President Type/Print Name and Title Date: 14 / 12 Agreement - AE Services Eckler-doc CORPORATE ACKNOWLEDGEMENT STATE OF /Cldl/G(i COUNTY OF The foregoing instrument was acknowledged before me this day of 2001 by Donald A. Eckler, P.E., President (name of officer or agent, title of officer or agent) of Eckler_Engineerina, Inc. (name of corporation acknowledging), a Florida (state or place of incorporation) corporation, on behalf of the corporation. UNOAC,IRMNISO my Comm E*.'5A M No. Do 006647 50"1 If Sig ture of Notary Public — State of Florida Printed, typed/stamped name of Notary Public Exactly as commissioned Personally known by me, or Produced identification: (Type of identification produced) 0 Did take an oath, or 0 Did not take an oath 13 Agreement - AE Services Eckler.doc CERTIFIED RESOLUTION I, Donald A. Eckler, the duly elected Secretary of E kler En ineerin Inc., a corporation organized and existing under the laws of the State of Florida, do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT Donald A. Eckler, the duly elected President of Eckler Engineering, Inc., be and is hereby authorized to execute and submit a Proposal to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Proposal and other such instruments signed by him shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME Donald A. Eckler TITLE President SIGNATURE Given under my hand and the Seal of the said corporation this 21" day of June, 2001. (SEAL) By: �!�*aP►C Donald A. Eckler President �. Corporate Title Page 1 of 1 EXHIBIT A These hourly rates will be utilized through the five-year term of this contract. If there are extensions to the contract, these rates may be modified. PERSONNEL _-ATEGORY HOURLY RATE Principal $ 154.00 Engineer 8 $ 145.00 Engineer 7 $ 129.00 Engineer 6 a $ 114.00 Engineer 5 $ 102.00 Engineer 4 $ 84.00 Engineer 3 $ 82.00 Engineer 2 $ 71.00 Engineer 1 $ 69.00 Technician 4 $ 95.00 Technician 3 $ 84.00 Technician 2 $ 64.00 Technician 1 $ 58.00 Secretary $ 64.00 Administrative Assistant $ 40.00 EXPENSES Expenses will be as outlined in Section III, Fees and Payments, Paragraph A.1., page 4, with the addition that subconsUltants will be billed at cost times 1.1. Al "Fr '-' U­L 't, "K, Up two i�TIO Tgt*$ cERTIPkCCjXq' 13 ISSUED AS A MATTER OF' INFOF WE PROOLIMIt 18urcoast Insurance PLasociates NO RIGMS UPON THE CIEF ONLY AND CONFERS liMFICA-trl ONLY HOLOM THIS CERTIFICATE DOES NOT AMEND, EMNO QFt r) �K !P.0, Box 22668 ALTER THE COVERAGE AFFORUM BY THE POLICIES BELOW. Tampa, FL 3 3 6 2 2 - 2 6 6 8 COMPANIES AFFORDING COVERAGE COMPANY ASt. Paul Fire & __Marine.-. Eck ler Engineering, Inc. WSUAED Eck -le, ; L COMPANY can Manufacturers Mutual 9 W. sample Road 938, " Coral Springs, FL 33065 COMPANY CSecuriHartford COMPANY V %4� 7 ED NAMED ABOVE FOR THE POLICY FEI%00 z TO THE INi�� THIS 1$ TO CERTIFY T?�T THE PiQLICIES Of INSURANCE LISTED BELOW KAVE BEEN ISSUW H RESPECT TO VWICH THIS �-t� OR OTHER D`OCWENT VAT INDICATED. NOTWITIASTANDIN43 ANY REQUIREMENT, TES OR CONDITION ��F ANY CONTRACT MAY BE ISSUED OR MAY PMTA'N' T"& INSURANCE AFFORDED BY THE POUCIES DESCRIBED MEALN IS SUBJECT TO ALL THE TEAMS. CERTIFICATE EXCLUSIONS AND CONDITIONS OF 3UCH POLICIES. LIMITS $1,10" MAY HAVE BEEN REDUCED I By - F - AJD CLAMS- NUMBER PtLICY EFFECTIVE 'FOUCY EXPIRA"DH UM173 (N WQlyyyt 00 FOLKY TYPE OF INSURAM09 OATS (MMIOO" DATE LTR BK00760093 !11/27/00 11/27 01 Of t4 IkALAWORI!QATS is.4, —00—().., 009- k A j,G=E4r;9AL LIABILITY 000, q.0— V RAL ILMS _X 1COAMAMERCIIAL "", 42 LwURY 0 0, 0 0 0 Q VAS 6 OCCUR a -4 OCCUPIRENCV. 2 000000 OW, MER'$ & C-QWM&CTQKS PROT Futt DAMAGE (X" Of$­C 32 00-0 tj ME D EXP P"OP) t10 000 AUTOMOINLIE LjAsjuv 9K001760093 7 L�'7'U'y 1/27/0011I/27/01 IIcome P-NED SiNaLE L.IMIT �sincluded AN7YAUTO ILY INJURY L1. OWNED AUTOS S0Hjv,;I.wAu1O6 (Po(ponow i L X 1800ILY INJURY NOMQVYNEDAUTOG ; 1AUTO 904Y-EA ACCVEP!7­J­ Al" 13APAIN LIAZILITY GAPAIN OTHER THAN AUTO ONLY; ANY AUTO A "T'l EACHA"I E-NT S EACH OCCUfY;jILNICE 'L excESS LIA01.11Y L"SU r IS •—*NOVI I A C�u I OTHER THAN 7CQ61241402 5 01/0 TATUTCRY LILA 17`4 1105/01 02 1 IS ­-1 vj0KKM$=MPCx3AT*N AND EACH ACCIDENT 0 0 J—q- eMpLoyom, LwWLITY i —00- I DISEME-POLICY LIMIT 3500,000 "I PKOPA4,04v X, 1Nr-L I ±§E, I ACK EMPLOYEE $-100 000 OFFIFI, I AER0113424 ;12/02 Q0 12/02/01 $1,000,000 Eac Claim C i 1 $2,000,000 Ann. A99- erotessional cisC;I'nON OF OPtFA-I1ON"QGAT10NMWCts"PECL&L ITEMS reported. Professional Liability it claims made and IThe Cir-y of Tamarac is listed as an additional insured with respects Co I the General Liability Policy - City of Tamarac 7525 Dra 88t.n Avenue Fort Lauderdale, FL 310= ANY 00 THE ASCIVIE DIE3=15- rXpIRATIom oAn TmKxeoF. THE ISSUIN(S cwPANY HALL ENDEAVOR TO NAIL 3() DA'rx WRITTEN NOTICE TO THE crRnr4ATX HOLDER NAWO TO THE LIT' 33321 OUT 0A,1LUF%t TONAIL 90:14 MOTI(�ES14ALLMAP=L400GUGATOC�4ortIJAGIUV oY ANY Ktmp u" rmiK COMPANY. ITS AOLNES (5R REMA" TATNEt AUTH12RIZED Ftt'0t1tIFWrATIV% '571, 7�6bR0L:CC*P -kI MN,•v) T CITY OF TAMARAC CONTINUING ENGINEERING SERVICES AGREEMENT This Agreement, made and entered into and effective this, day of 2001 by and between: City of Tamarac, a municipal corporation, created pursuant to the Laws of the State of Florida, with principal offices located at 7525 NW 881h Avenue, Tamarac, Florida, hereinafter referred to as "City" and Williams, Hatfield and Stoner, Inc., a Florida corporation with principal offices located at 2101 N. Andrews Avenue, Suite 300, Fort Lauderdale FL 33311, hereinafter referred to as "Consultant". WITNESSETH: WHEREAS, City requires professional Engineering services on a continuing basis to perform such specific services as City may direct; and WHEREAS, Consultant has the professional experience and expert skill and is qualified to perform the required services; and WHEREAS, City desires to engage Consultant upon the terms and conditions set forth below, and Consultant is willing to accept such engagement upon such terms and conditions; and WHEREAS, The term of this Agreement is for a period of five (5) years, beginning the first day following execution by the City; and WHEREAS, City in accordance with Florida Statues Section 287.055, Consultants Competitive Negotiation Act, has selected "Consultant" to be most qualified to perform said continuing type services as City Consulting Engineer; NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: SCOPE OF WORK City hereby engages Consultant as an independent contractor to perform certain services and Consultant hereby agrees to perform said services upon the terms and conditions hereinafter set forth. Standards of Design for work under this Agreement shall be those of the City of Tamarac, if available, which shall be revised as necessary by Consultant to meet the intent of the proposed projects. Consultant shall develop standards of design not available from City. Consultant shall perform Engineering services related to various miscellaneous projects as needed. Agreement • AE services Wms. Hatfield.doc Each specific task to be performed shall be identified and described in detail by the Consultant and approved by the appropriate City officials, and if approved by City, shall be identified by a separate Job Number established by Consultant. The specific services which Consultant agrees to furnish and the terms and conditions for such services are as follows: A. ATTENDANCE AT MEETINGS. After City has issued a written authorization for a specific task, attendance by Consultant at any subsequent meetings related to that task shall be considered as part of that task. In addition, Consultant shall be subject to such provisions as may be contained in the task authorization. However, it is contemplated that from time to time City will desire that Consultant meet with representatives of City and/or other organizations to discuss subjects not directly related to an already assigned task. Such meetings will include but not be limited to meetings at which Consultant's specialized knowledge is needed by City, or a meeting conducted to develop or disseminate criteria that will be needed by City in order to establish a new task, or a meeting at which Consultant is to act as a representative of City. However, in attendance at all required meetings and throughout the term of this Agreement, Consultant shall maintain independent contractor status, In order to minimize administration, attendance by Consultant at all such meetings shall be considered part of one continuing task. This Agreement shall be deemed as the written authorization for that task. However, Consultant shall not attend any particular meetings unless City has issued specific oral instructions that Consultant is to attend. The scope of work for each Job Number is defined to include not only attendance at authorized meetings but also any work needed to prepare for and/or submit reports concerning such meetings. All invoices for each Job Number will Identify the specific meetings to which they apply. All fees for services on each Job Number will be compensated as defined in Section III.A. herein. B. REVIEW OF DEVELOPMENT PLANS. When requested by the City, Consultant shall review and comment to City on those developmental plans submitted to City which City determines will require either more Engineering expertise or more time than available to City's own Engineering staff. C. OTHER SERVICES. Upon determination by City that it is in need of Engineering services of one of the types listed below, it may issue a separate written authorization to Consultant to perform said services. The types of service contemplated are: Special Reports and Studies Assistance in securing, monitoring and complying with County, State, or Federal Grants and Permits. 3. Engineering design, including preparing construction documents during bidding and award of contract, preparing a tabulation of the bids received, and providing a written recommendation for contract awards. Agreement - AE services Wms. Hatfleld.doc 4. Surveying property plats and descriptions. 5. Assistance with CADD. 6. Engineering services related to construction contracts, including but not necessarily limited to: review of shop drawings, consultation and interpretation concerning drawings and specifications, review of construction progress estimates, site visits and/or periodic or full time inspections, preparing construction change orders, approval of contractor's periodic pay request, final inspection, issuing completion certificate, and such other services as may be identified in the task authorization. 7. Other Engineering services City wishes Consultant to complete will be defined in a written authorization. Each such written authorization shall clearly define the services to be provided and shall be attached to this Agreement as an Addendum. Each Addendum shall be numbered in sequence and correlated with City's Capital Improvement Project Number and title, if applicable, date approved by City Commission, if required, and signed by City's and Consultant's representatives. Each Addendum, after execution by both parties to this Agreement, shall become a supplement to and a part of this Agreement. Each written authorization shall include a description of the scope of services, time of completion and method of compensation for services. Approval by City Commission and/or signature by authorized representatives to City shall constitute authorization to proceed by the Consultant for services defined by that authorization. CITY FURNISHED ITEMS A. City shall designate in writing specific individuals, by title, who will be authorized to issue written and/or oral instructions to Consultant concerning this Agreement. In the absence of specific designations, Consultant may assume that the City Manager or designee shall be so authorized and Agreement shall constitute the required written designation. B. City shall assist Consultant in obtaining all background information necessary for the accomplishment of assigned tasks, and shall provide reasonable access to all existing records, data, and physical facilities. C. City shall pay for all costs of publishing advertisements for bids; for obtaining permits and licenses that may be required by local, State or Federal authorities; and/or to secure the necessary land, easements, and rights -of -way. In order to expedite processing of an application for a permit or license, City may, in some instances, direct Consultant to act for City in paying a required fee. In such instances, City subsequently shall reimburse Consultant for any such fees. Agreement - AE Services Wms. Hatfield.doc III. FEES AND PAYMENTS A. Each written proposal from Consultant for an individual task as required in Article 1 "Scope of Services" shall include specific information as to the type and magnitude of fees to be paid for that task. The type of fee contemplated is: Direct Hourly plus Direct Salary Costs and Reimbursement for Non -salary Costs. Salary Costs are defined to be actual direct hourly wages paid to Consultant's employees, computed by taking the annual salary and dividing by 2,080 hours per year plus applicable direct costs. This base hourly rate, limited to the work classifications as listed in Exhibit "A", and attached hereto, shall be used to calculate all times directly chargeable to any authorized assignment. Consultant's non -salary costs are defined as the costs incurred on or directly for the project, other than the Direct Salary Costs (as previously defined herein). Such non -salary costs shall be computed on the basis of actual purchase price for items obtained from commercial sources and on the basis of usual commercial charges for items provided by Consultant. Non -salary costs shall include, but are not limited to, necessary transportation costs, including mileage at City's current rate per mile when Consultant's own automobiles are used outside Broward County; meals and lodging outside Broward County; laboratory tests analyses; long distance telephone and printing. B. METHOD OF PAYMENT. Payment as prescribed for services rendered by Consultant during the previous billing period shalt be due and payable as of the date of invoice, and shall be paid by City no later than the forty fifth (45th) day after the date of invoice acceptance, unless some other mutually agreeable period of required payment is established in authorization for a specific task. Consultant shall submit monthly invoices to City through the appropriate or designated project manager. The Director or designee will review the invoices to insure all charges are allowable and reasonable before recommending payment of the invoice by City. As a minimum requirement, each invoice shall indicate original fee estimate, invoice date, amount of invoice, and estimated fees remaining. A summary shall be submitted by Consultant indicating each employee's name, employment classification and hours worked on the project for the invoice period. Acceptance of the final payment by Consultant shall be considered full release of all claims against City arising out of or by reason of the work done and materials furnished under this Agreement. IV. TIMES OF PERFORMANCE It is understood that this Agreement is a continuing contract, and that all terms contained herein shall remain in effect until changed by mutual agreement of the two parties. However, no work shall be performed, and no payments shall be made, unless specifically authorized by separate written communication from City to Consultant, Agreement - AE Services Wms. Hatfield.doc u except for oral authorizations regarding each Job Number. Each separate task authorization shall include information as to start and completion times for that task. MISCELLANEOUS PROVISIONS A. RECORDS/AUDITS. The Consultant shall maintain during the term of the contract all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract for the duration of the contract and retain them for a minimum period of one (1) year beyond the last day of the contract term. B. INSURANCE. Consultant agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations, now in effect or hereinafter enacted, during the term of this agreement that are applicable to Consultant, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as required by the City's Risk Manager before beginning work under this Agreement. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk Manager certificates of all insurance required under this section prior to beginning any work under this Agreement. Consultant shall indemnify and hold the City harmless from any damage resulting to it for. failure of either Consultant or any subcontractor to obtain or maintain such insurance. The following are required types and minimum limits of insurance coverage, which the Consultant agrees to maintain during the term of this contract: Limits Line of Business/ Coverage Occurrence Commercial General Liability $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Aggregate $1,000,000 Agreement - AE Services Wms. Hatfield.doc Automobile Liability $1,000,000 $1,000,000 Workers' Compensation & Employer's Statutory Liability The City reserves the right to require higher limits depending upon the scope of work under this Agreement. Neither Consultant nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Consultant will ensure that all subcontractors will comply with 'the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. "Occurrence" form policies shall be required. Each carrier will give the City thirty-(30) days notice prior to cancellation. The Consultant's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Consultant's Workers' Compensation carrier will provide a Waiver of Subrogation to the City. The Consultant shall be responsible for the payment of all deductibles and self - insured retentions. The City may require that the Consultant purchase a bond to cover the full amount of the deductible or self -insured retention. If the Consultant is to provide professional services under this Agreement, the Consultant must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. Claims -Made forms are acceptable for Professional Liability. City and Consultant waive all rights against each other and any of their respective directors, officers, agents, and employees, for damages caused by risks covered by property insurance during and after completion of the services. City waives subrogation against Consultant on all property and consequential loss policies carried by City on adjacent properties and under property and consequential loss policies purchased for the project after its completion. If the policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. Construction contractors, at the discretion of the City, may be required to provide (or City may provide) Owners' Protective Liability Insurance naming the City as a Named Insured and the Consultant as an additional insured, or, to endorse City and Consultant as additional insureds on construction contractor's liability insurance policies covering claims for bodily injuries and property damage. Construction contractors shall be required to provide certificates evidencing such insurance to the City and Consultant. 6 Agreement - AE Services Wms. Hatfield.doc C. INTERRUPTION, POSTPONEMENT, ABANDONMENT. In the event the work herein, or any part thereof, shall be abandoned due to circumstances which City considers to be in its own best interests, Consultant shall not be entitled to any further payment for such work, or any part thereof, beyond and in excess of the amount due at that time, and final payment shall be based on the proportionate amount of the fee eamed to such date. D. DELAYS AND EXTENSIONS. The time of completion may be adjusted only by written Agreement between the parties hereto for unavoidable delays resulting from causes beyond the control of Consultant. E. DISPUTES AND INTERPRETATION. In the event of any disputes as to the interpretation,of the terms of this Agreement, the decision of City shall be final and may be enforced in a court of competent jurisdiction in the venue of Broward County, except as provided herein. City shall notify Consultant in writing of any decision City has rendered with regard to the interpretation of this Agreement. If Consultant disagrees with the decision of City, the dispute may be decided by arbitration at the City's discretion. F. RIGHTS IN DATA, COPYRIGHTS, DISCLOSURE. 1. Definition. The term "data" as used in this Agreement includes written reports, studies, drawings, or other graphic, electronic, chemical or mechanical representation. 2. Rights in Data. City shall have the full right to use all data developed pursuant to this Agreement for any official purpose permitted under Florida Statutes, including making it available to the general public. Such use shall be without any additional payment to or approval by Consultant. All data prepared or furnished by Consultant (and Consultant's independent professional associates and Consultants) pursuant to this Agreement are instrumehts of service in respect of the project, and Consultant shall have the ownership and property interest therein whether or not the project is completed. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any data developed or prepared under this Agreement. All data required to be sealed and signed by registered Professional Engineer in the State of Florida shall not be modified, changed, altered or used for other purposes than those intended without the express written permission of Consultant. G. COMPLIANCE WITH LAWS. Consultant shall fully obey and comply with laws, ordinances and administrative regulations duly made in accordance therewith, which are or shall become applicable to the services performed under the terms of this Agreement. H. SUBCONTRACTING. None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of City. Some specialty sub -Consultant work is permissible wherein said services can be expeditiously and economically handled by local firms provided written permission is granted by City. Agreement - AE services Wms. Hatfield.doc INDEPENDENT CONTRACTOR. CONTRACTOR is an independent contractor under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the Contractor and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. ASSIGNMENT. Neither this contract, nor any portion thereof, shall be assigned, except by formal approval of the City Commission. No such approval will be construed as making the City a part of such assignment, or subjecting the City to liability of any kind to any assignee. No subcontract or assignment shall, under any circumstances; relieve the Consultant of its liability and obligation under this contract, and despite any such assignment, the City shall deal through the Consultant only. However, if the company is sold during the life of the contract, the buying agent must provide the City with a letter signed by an officer of the new owner that can legally bind the company, stating that they will continue to perform the requirements of the contract under all the terms, conditions, and specifications so stated in the contract. K. SITE VISITS. Visits to the construction site and observations made by Consultant as part of the services shall not relieve the construction contractor(s) of its obligation to conduct comprehensive inspections of the work sufficient to ensure conformance with the intent of the Contract Documents, nor shall the contractor(s) be relieved of responsibility for all construction means, methods, techniques, sequences, and procedures necessary for coordinating and completing all portions of the work under the construction contract(s) and for all safety precautions incidental thereto. Such visits by Consultant are not to be construed as part of the inspection duties of the on -site inspection personnel defined in other parts of this Agreement. ONSITE MONIYORING. Consultant's resident project representatives will make reasonable efforts to guard City against defects and deficiencies in the work of the contractor(s) and to help determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day inspection will not, however, cause Consultant to be responsible for those duties and responsibilities which belong to the construction contractor(s) and which include, but are not limited to, full responsibility for the techniques and sequences of construction and the safety precautions incidental thereto, and for performing in accordance with the Contract Documents. M. TIME OF PERFORMANCE. Consultant shall commence performance on each specific task authorization upon receipt of written Notice to Proceed from City. The work shall be completed in accordance with the schedule included in the authorization. N. OBLIGATIONS OF CITY TO CONSULTANT. City shall make available to Consultant all data in its possession regarding the existing facilities. This data shall include, but not be limited to: standards; specifications; policies; guides and Engineering reports; maps; plans; inventories, data; etc. City shall be responsible Agreement - AE Services Wrens. Hatfleld.doc for all necessary approvals from all City of Tamarac departments, and administration of public meetings in City. Consultant shall prepare exhibits, displays, informational handouts, notes, minutes and shall assist City in conducting all meetings. O. MONITORING. Consultant's work shall be subject to the inspection and direction of City, which shall conduct periodic reviews with Consultant. Where Consultant's work is unsatisfactory to City, Consultant shall correct it at the direction of City and at no additional cost to City; however, it is incumbent upon City to notify Consultant immediately of any work deemed unsatisfactory. Consultant will indemnify City for any increased construction costs solely and proximately caused by negligence on the part of Consultant concerning any assigned project, less any betterment to City. P. EXTRA SERVICES. If extra services are required for satisfactory completion of the work or any phase thereof, and Consultant thereby necessarily incurs extra costs, Consultant may be reimbursed only upon execution of a Supplemental Agreement between the parties. However, City shall not reimburse Consultant for any work or services performed after interruption, postponement or abandonment, which City deems to be in its best interest, provided City provides proper written notice to Consultant of such interruption, postponement or abandonment of the work. In such case, City shall pay only the costs of services rendered up to the time of such interruption, postponement or abandonment. Q. CONSULTANT'S REPRESENTATIVE. Consultant will, at all times during the normal work week, designate or appoint one or more representatives of Consultant who are authorized to act on behalf of Consultant regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep City continually advised of such designation. R. WRITTEN NOTIFICATION. Whenever either party desires to give notice to the other pursuant to this Agreement, it must be given by written notice, hand delivered, or sent by cerfified United States mail, with 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 notice to wit: For City: City Manager City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321 With copy to: City Attorney At the same address as above Agreement - AE Services Wms. Hatfleld.doc For Consultant Anthony A. Nolan, President Williams, Hatfield and Stoner, Inc. 2101 N. Andrews Ave., Suite 300 Fort Lauderdale, FL 33311 S. TERMINATION OF AGREEMENT. City or Consultant may terminate this Agreement by giving 30 days prior written notice to the other party. In such event, City shall forthwith pay Consultant in full for all work previously authorized and performed prior to the date upon which written notice of termination has been sent. Consultant's right of termination shall not be construed to preclude any action by City for dari)ages against Consultant should Consultant not fully perform Consultant's responsibilities and duties pursuant to this Agreement. In no case shall City be liable for damages to Consultant as a result of City's termination of this Agreement, in an amount in excess of actual costs incurred by Consultant in performing work previously authorized and fully performed prior to the date on which notice of termination is sent by City. T. NON-EXCLUSIVE AGREEMENT. City reserves the right to contract other Engineering firms as Consulting Engineers pursuant to the Consultant's "Competitive Negotiation Act of Florida". Nothing in this Agreement alters or cancels the terms and conditions or prior agreements for Engineering services between these parties or between City and any other Engineering firms. U. INDEMNIFICATION. Consultant, its directors, officers, stockholders, heirs, and assigns hereby agree to indemnify and hold harmless the City of Tamarac, its officers; elected officials, agents or employees acting within the scope of their employment from any suit, claim, liability, loss or damage (including reasonable attomey's fees) to the extent caused by Consultant's negligent acts, errors or omissions associated with Consultant's duties and responsibilities pursuant to this Agreement. V. WARRANTIES. Consultant warrants that all specifications, documents, or drawings prepared by Consultant, or on Consultant's behalf, are accurate, capable of being implemented and may be relied upon by any Contractor retained by City. W. PROFESSIONAL RESPONSIBILITIES OF CONSULTANT. Consultant will exercise reasonable skill, care, and diligence in the performance of Consultant's services and will carry out its responsibilities in accordance with customarily accepted professional Engineering practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, the professional Engineering services necessary to correct errors and omissions which are caused by Consultant's failure to comply with this standard and which are reported to Consultant within one year from the completion of services. 10 Agreement - AE Services Wms. Hatfie!d.doc X. ATTORNEYS' FEES_ In the event of litigation, the prevailing party will be entitled to reimbursement of attorney fees. Y. CHANGES AND FORCE MAJEURE. In the event that a change in City provided information, change in law, or event of force majeure affects the Work or increases Consultant's costs, Consultant shall be entitled to a change to the Work and an equitable adjustment in the contract price and time of performance, as appropriate. Consultant shall propose in writing a change to the Work and an equitable adjustment in the Contract Price due to any such change, and City shall accept or dispute such proposal in writing within fifteen (15) days of receipt of Consultant's proposal. Z. PROHIBITION AGAINST CONTINGENT FEES. The professional Engineer warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the professional Engineer to solicit or secure this agreement and that he has not paid or agreed to pay any person or company, corporation individual, or firm, other than a bona fide employee working solely for the professional Engineer any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. AA. MODIFICATIONS. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. Such modification or amendment shall be attached to, and shall thereupon become a part of this Agreement. BB. AUTHORIZING ACTION. This Agreement is entered into by Cit pursuant to a Resolution of the City Commission passed at a meeting held on , 2001. 11 Agreement - AE Services Wms. Hatfield.doc IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first written above. FATTEST: - By:- - ylalfion Swenson, CIVIC City Clerk Appr¢ved/4 To i Y' _. �Mitc ell S. Kraft City t rney Date: G p i ATTEST: (Corporate Secretary U.a1 T-5 l.� 4.4 Type/print Name of Corporate Secy. (CaRPORATE-SEAL) CITY OF TAMARAC a Florida Municipal Corporation By: �2 L,joe Schreiber, Mayor Date: -7- 1 � - d / By: Jeffrey L. iller, City Manager Date: Williams, Hatfiand Stoner, Inc. (Authori Signature) on A. N olan nPresident Type/Print Name and Title Date: 12 Agreement - AE Services Wms. Hatfield.doc CORPORATE ACKNOWLEDGEMENT STATE OF %/a�� The foregoing instrument was acknowledged before me this day of 2001 by AnthonyA. Nolan President (name of officer or agent, title of 2er or agent) of Williams Hatfield and Stoner Inc. (name of corporation acknowledging), a Florida (state or place of incorporation) corporation, on behalf of the corporation. J. My Comm. Expires May 19, 2005 No. 0057,67 ��cs'J •. Uf31"�G FOF VL0`.�`�. Signature of �ary Public — State of Florida Printed, typed/stamped name of Notary Public Exactly as commissioned [personally known by me, or ❑ Produced identification: (Type of identification produced) ❑ Did take an oath, or ❑ Did not take an oath 13 Agreement - AE Services Wms. Hatfield.doc CERTIFIED RESOLUTION I, _ _ (Name), the duly elected Secretary of (Corporate Title), a corporation organized and existing under the laws of the State of _ /�54? �44 , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT (Name)", the duly elected FfCWU(Title of Officer) of (Corporate Title) be and is hereby authorized to execute and submit a Bid and Bid Bond, if such bond is required, to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. I further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signres of those persons authorized to act by the foregoing resolution. 77 NAME TITLE .. ! underGiven .... . •. (SEAL) By: Secretary Corporate Title NOTE: The above is a suggested form of the type of Corporate Resolution desired. Such form need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the City of Tamarac that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. Page 1 of 1 WILLIAMS, HATFIELD & STONER, INC. Consulting Engineers • Planners • Surveyors Environmental Scientists SCHEDULE OF HOURLY RATES FIVE-YEAR RATE SCHEDULE EFFECTIVE JANUARY 1, 2001 HOURLY RATES FOR PERSONNEL 1. Professionals Engineers (C). Land Surveyors (L), Planners (P), CPA (C), Environrnental Scientists (S) a. Grades 1 and 2 — $65.00/Hr. b. Grade 3 = $75.00/Hr. c. Grade 4 — S85.00(Hr. d. Grade 5 = $100.00/Hr. e. Grade 6 — $115.00/Hr. f. Grade 7 — $130.00/Hr. g. Grade 8 = $155.00/Hr. h. Grade 9 = $200.00/Hr. 2. Engineering & Surveying Technicians a. Grade 1 — $45.00/Hr. b. Grade 2 $50.00/Hr. c. Grade 3 = $60.00/Hr. d. Grade 4 = $70.00/Hr, e. Grade 5 = $80,00/Hr. 3. Drafters & Illustrators a. Grade I — S35.00/Hr. b. Grade 2 _ $45.00/Hr, c. Grade 3 = $50.00/Hr. d. Grade 4 = $60.00/Hr, 4. Resident Project Representatives a. Grade I = $50.00/Hr. b. Grade 2 $55.00/1-Ix. c. Grade 3 = S65.00/1-1r. d, Grade 4 — $75.00/14r. e. Grade 5 = S90.00/Hr, 5. Field Survey Parties a. 2-Man Party — $1 10.00/Hr. b. 3-Man Party _. $125.00/Hr. c. 4-Man Party — $140.00/Hr. 6. Word Processing Operator a, Grade 1 = $35.00/Hr. b. Grade 2 — $45.00/Hr. c. Grade 3 - $55.00/Hr. d. Grade 4 = $65.00/Hr. T Administrative Support a. General Office = $35.00/Hr. b. Accountant land 2 S45.00/Hr. c. Accountant 3 S55.00/Hr. This schedule is reviewed annually. EXHIBIT "A" Rases&Charges-01 Page I of 2 WILLIAMS, HATFIELI) & STONER, INC. EXHIBIT "A" Consulting Engineers • Planners • Surveyors Environmental Scientists SCHEDULE OF REIMBURSABLE EXPENSES FIVE-YEAR RATE SCHEDULE EFFECTIVE JANUARY 1, 2001 OTHER CHARGES 1. Expert Witness Services a. "On -Call" Time at Courtroom and Testimony — $200.00/Hr. (Min. Chg. 4 Hrs./Day) b. Pre -Trial Consultation @ Hourly Rate 2. Transportation and Travel a. Transportation Fares, Lodging and Subsistence a Cost Plus 10% b. Automobile Mileage = 50.32 Per Mile 3. Reproductions a. Black -line Prints = $0.20/Sq. Ft. b. Mylar Reproducibles = $2.00/Sq. Ft. c. Photocopies (Standard) $0.10/Sheet/Side d. Photocopies (I1" x 1711) _ $0.20/Sheet/Side e. Outside Printing Service — Cost Plus 10% 4. Recording and Permits Fees — Cost Plus 10% 5. Services of Outside Consultants = Cost Plus 10% (Electrical/Mechanical Engineering, Environmental Consultants Engineering Testing Laboratories, Photogrammetry„ Title and Abstracting Services and Other Outside Consulting Services) 6. Special Field Supplies — At Cost 7. Electronic Survey Equipment a. Modular Survey System (Total Station) _ $10,00/Hr. b. Global Positioning System (GPS) $100.00/1Ir. 8. Computer Aided Design/Drafting (CADD) a. Computer Design Systems = $10.00/ 1r. ** b. Computer Drafting Systems — $20.00/Hr. ** c. Geographic Information System (GIS) _ $25.00/Hr. ** 9. Delivery and Courier Services — Cost Plus 10% ** Per hour of actual computer use. Charge includes in-house software library but does not include operator. Races&Charges-01 Page 2 of 2 CITY OF TAMARAC CONTINUING ENGINEERING SERVICES AGREEMENT This Agreement, made and entered into and effective this l/ day of 2001 by and between: City of Tamarac, a municipal corporation, created pursuant to the Laws of the State of Florida, with principal offices located at 7525 NW 88"' Avenue, Tamarac, Florida, hereinafter referred to as "City". and Craven Thompson & Associates, Inc. a Florida corporation with principal offices located at 3563 NW 53`d Street, Fort Lauderdale FL 33309, hereinafter referred to as "Consultant". WITNESSETH: WHEREAS, City requires professional Engineering services on a continuing basis to perform such specific services as City may direct; and WHEREAS, Consultant has the professional experience and expert skill and is qualified to perform the required services; and WHEREAS, City desires to engage Consultant upon the terms and conditions set forth below, and Consultant is willing to accept such engagement upon such terms and conditions; and WHEREAS, The term of this Agreement is for a period of five (5) years, beginning the first day following execution by the City; and WHEREAS, City in accordance with Florida Statues Section 287,055, Consultants Competitive Negotiation Act, has selected "Consultant" to be most qualified to perform said continuing type services as City Consulting Engineer; NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: SCOPE OF WORK City hereby engages Consultant as an independent contractor to perform certain services and Consultant hereby agrees to perform said services upon the terms and conditions hereinafter set forth. Standards of Design for work under this Agreement shall be those of the City of Tamarac, if available, which shall be revised as necessary by Consultant to meet the intent of the proposed projects. Consultant shall develop standards of design not available from City. Consultant shall perform Engineering services related to various miscellaneous projects as needed. Agreement - AE Services Craven Thompson.doc Each specific task to be performed shall be identified and described in detail by the Consultant and approved by the appropriate City officials, and if approved by City, shall be identified by a separate Job Number established by Consultant. The specific services which Consultant agrees to furnish and the terms and conditions for such services are as follows: A. ATTENDANCE AT MEETINGS. After City has issued a written authorization for a specific task, attendance by Consultant at any subsequent meetings related to that task shall be considered as part of that task. In addition, Consultant shall be subject to such provisions as may be contained in the task authorization. However, it is contemplated that from time to time City will desire that Consultant meet with representatives of City and/or other organizations to discuss subjects not directly related to an already assigned task. Such meetings will include but not be limited to meetings at which Consultant's specialized knowledge is needed by City, or a meeting conducted to develop or disseminate criteria that will be needed by City in order to establish a new task, or a meeting at which Consultant is to act as a representative of City. However, in attendance at all required meetings and throughout the term of this Agreement, Consultant shall maintain independent contractor status. In order to minimize administration, attendance by Consultant at all such meetings shall be considered part of one continuing task. This Agreement shall be deemed as the written authorization for that task. However, Consultant shall not attend any particular meetings unless City has issued specific oral instructions that Consultant is to attend. The scope of work for each Job Number is defined to include not only attendance at authorized meetings but also any work needed to prepare for and/or submit reports concerning such meetings. All invoices for each Job Number will identify the specific meetings to which they apply. All fees for services on each Job Number will be compensated as defined in Section III.A. herein. B. REVIEW OF DEVELOPMENT PLANS. When requested by the City, Consultant shall review and comment to City on those developmental plans submitted to City which City determines will require either more Engineering expertise or more time than available to City's own Engineering staff. C. OTHER SERVICES. Upon determination by City that it is in need of Engineering services of one of the types listed below, it may issue a separate written authorization to Consultant to perform said services. The types of service contemplated are: 1. Special Reports and Studies 2, Assistance in securing, monitoring and complying with County, State, or Federal Grants and Permits. 3. Engineering design, including preparing construction documents during bidding and award of contract, preparing a tabulation of the bids received, and providing a written recommendation for contract awards. Agreement • AE Services Craven Thompson.doc 4. Surveying property plats and descriptions. 5. Assistance with CADD. 6. Engineering services related to construction contracts, including but not necessarily limited to: review of shop drawings, consultation and interpretation conceming drawings and specifications, review of construction progress estimates, site visits and/or periodic or full time inspections, preparing construction change orders, approval of contractor's periodic pay request, final inspection, issuing completion certificate, and such other services as may be identified in the task authorization. 7. Other Engineering services City wishes Consultant to complete will be defined in a written authorization. Each such written authorization shall clearly define the services to be provided and shall be attached to this Agreement as an Addendum. Each Addendum shall be numbered in sequence and correlated with City's Capital Improvement Project Number and title, if applicable, date approved by City Commission, if required, and signed by City's and Consultant's representatives. Each Addendum, after execution by both parties to this Agreement, shall become a supplement to and a part of this Agreement. 8. Each written authorization shall include a description of the scope of services, time of completion and method of compensation for services. Approval by City Commission and/or signature by authorized representatives to City shall constitute authorization to proceed by the Consultant for services defined by that authorization. II. CITY FURNISHED ITEMS A. City shall designate in writing specific individuals, by title, who will be authorized to issue written and/or oral instructions to Consultant concerning this Agreement. In the absence of specific designations, Consultant may assume that the City Manager or designee shall be so authorized and Agreement shall constitute the required written designation. B. City shall assist Consultant in obtaining all background information necessary for the accomplishment of assigned tasks, and shall provide reasonable access to all existing records, data, and physical facilities. C. City shall pay for all costs of publishing advertisements for bids; for obtaining permits and licenses that may be required by local, State or Federal authorities; and/or to secure the necessary land, easements, and rights -of -way. In order to expedite processing of an application for a permit or license, City may, in some instances, direct Consultant to act for City in paying a required fee. In such instances, City subsequently shall reimburse Consultant for any such fees. 3 Agreement - AE Services Craven Thompson.doc III. FEES AND PAYMENTS A, Each written proposal from Consultant for an individual task as required in Article 1 "Scope of Services" shall include specific information as to the type and magnitude of fees to be paid for that task. The type of fee contemplated is: Direct Hourly plus Direct Salary Costs and Reimbursement for Non -salary Costs. Salary Costs are defined to be actual direct hourly wages paid to Consultant's employees, computed by taking the annual salary and dividing by 2,080 hours per year plus applicable direct costs. This base hourly rate, limited to the work classifications as listed in Exhibit "A", and attached hereto, shall be used to calculate all times directly chargeable to any authorized assignment. Consultant's non -salary costs are defined as the costs incurred on or directly for the project, other than the Direct Salary Costs (as previously defined herein). Such non -salary costs shall be computed on the basis of actual purchase price for items obtained from commercial sources and on the basis of usual commercial charges for items provided by Consultant. Non -salary costs shall include, but are not limited to, necessary transportation costs, including mileage at City's current rate per mile when Consultant's own automobiles are used outside Broward County; meals and lodging outside Broward County; laboratory tests analyses; long distance telephone and printing. B, METHOD OF PAYMENT. Payment as prescribed for services rendered by Consultant during the previous billing period shall be due and payable as of the date of invoice, and shall be paid by City no later than the forty fifth (45th) day after the date of invoice acceptance, unless some other mutually agreeable period of required payment is established in authorization for a specific task. Consultant shall submit monthly invoices to City through the appropriate or designated project manager. The Director or designee will review the invoices to insure all charges are allowable and reasonable before recommending payment of the invoice by City. As a minimum requirement, each invoice shall indicate original fee estimate, invoice date, amount of invoice, and estimated fees remaining. A summary shall be submitted by Consultant indicating each employee's name, employment classification and hours worked on the project for the invoice period. Acceptance of the final payment by Consultant shall be considered full release of all claims against City arising out of or by reason of the work done and materials furnished under this Agreement. IV, TIMES OF PERFORMANCE It is understood that this Agreement is a continuing contract, and that all terms contained herein shall remain in effect until changed by mutual agreement of the two parties, However, no work shall be performed, and no payments shall be made, unless specifically authorized by separate written communication from City to Consultant, Agreement - AE Services Craven Thompson.doc 0 except for oral authorizations regarding each Job Number. Each separate task authorization shall include information as to start and completion times for that task. MISCELLANEOUS PROVISIONS A. RECORDS/AUDITS. The Consultant shall maintain during the term of the contract all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Consultant agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records (elating to this contract for the duration of the contract and retain them for a minimum period of one (1) year beyond the last day of the contract term. B. INSURANCE. Consultant agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations, now in effect or hereinafter enacted, during the term of this agreement that are applicable to Consultant, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as required by the City's Risk Manager before beginning work under this Agreement. Consultant shall maintain such insurance in full force and effect during the life of this Agreement. Consultant shall provide to the City's Risk Manager certificates of all insurance required under this section prior to beginning any work under this Agreement_ Consultant shall indemnify and hold the City harmless from any damage resulting to it f6r failure of either Consultant or any subcontractor to obtain or maintain such insurance. The following are required types and minimum limits of insurance coverage, which the Consultant agrees to maintain during the term of this contract: Limits Line of Business/ Coverage Occurrence Commercial General Liability $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Aggregate $1,000,000 Agreement - AE Services Craven Thompson.doc Automobile Liability $1,000,000 $1,000,000 Workers' Compensation &: Employer's Statutory Liability The City reserves the right to require higher limits depending upon the scope of work under this Agreement. Neither Consultant nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Consultant will ensure that all subcontractors will comply with the above guidelines and will maintain the necessary coverages throughout the term of this Agreement. All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and be licensed to do business in Florida. "Occurrence" form policies shall be required. Each carrier will give the City thirty-(30) days notice prior to cancellation. The Consultant's liability insurance policies shall be endorsed to add the City of Tamarac as an "additional insured". The Consultant's Workers' Compensation carrier will provide a Waiver of Subrogation to the City. The Consultant shall be responsible for the payment of all deductibles and self - insured retentions. The City may require that the Consultant purchase a bond to cover the full amount of the deductible or self -insured retention. If the :Consultant is to provide professional services under this Agreement, the Consultant must provide the City with evidence of Professional Liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and in the aggregate. "Claims -Made" forms are acceptable for Professional Liability. City and Consultant waive all rights against each other and any of their respective directors, officers, agents, and employees, for damages caused by risks covered by property insurance during and after completion of the services. City waives subrogation against Consultant on all property and consequential loss policies carried by City on adjacent properties and under property and consequential loss policies purchased for the project after its completion. If the policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. Construction contractors, at the discretion of the City, may be required to provide (or City may provide) Owners' Protective Liability Insurance naming the City as a Named Insured and the Consultant as an additional insured, or, to endorse City and Consultant as additional insureds on construction contractor's liability insurance policies covering claims for bodily injuries and property damage. Construction contractors shall be required to provide certificates evidencing such insurance to the City and Consultant. Agreement - AE Services Craven Thompson.doc C. INTERRUPTION POSTPONEMENT ABANDONMENT. In the event the work herein, or any part thereof, shall be abandoned due to circumstances which City considers to be in its own best interests, Consultant shall not be entitled to any further payment for such work, or any part thereof, beyond and in excess of the amount due at that time, and final payment shall be based on the proportionate amount of the fee earned to such date. D. DELAYS AND EXTENSIONS. The time of completion may be adjusted only by written Agreement between the parties hereto for unavoidable delays resulting from causes beyond the control of Consultant. E. DISPUTES AND INTERPRETATION. In the event of any disputes as to the interpretation of the terms of this Agreement, the decision of City shall be final and may be enforced in a court of competent jurisdiction in the venue of Broward County, except as provided herein. City shall notify Consultant in writing of any decision City has rendered with regard to the interpretation of this Agreement. If Consultant disagrees with the decision of City, the dispute may be decided by arbitration at the City's discretion. F. RIGHTS IN DATA COPYRIGHTS DISCLOSURE, 1. Definition. The term data" as used in this Agreement includes written reports, studies, drawings, or other graphic, electronic, chemical or mechanical representation. 2. Ri hts in Data. City shall have the full right to use all data developed pursuant to this Agreement for any official purpose permitted under Florida Statutes, including making it available to the general public. Such use shall be without any additional payment to or approval by Consultant. All data prepared or furnished by Consultant (and Consultant's independent professional associates and Consultants) pursuant to this Agreement are instruments of service in respect of the project, and Consultant shall have the ownership and property interest therein whether or not the project is completed. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any data developed or prepared under this Agreement. All data required to be sealed and signed by registered Professional Engineer in the State of Florida shall not be modified, changed, altered or used for other purposes than those intended without the express written permission of Consultant. G. COMPLIANCE WITH LAWS. Consultant shall fully obey and comply with laws, ordinances and administrative regulations duly made in accordance therewith, which are or shall become applicable to the services performed under the terms of this Agreement. H. SUBCONTRACTING. None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of City. Some specialty sub -Consultant work is permissible wherein said services can be expeditiously and economically handled by local firms provided written permission is granted by City. Agreement - AE Services Craven Thcmpson.dcc INDEPENDENT CONTRACTOR. CONTRACTOR is an independent contractor under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the Contractor and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. ASSIGNMENT. Neither this contract, nor any portion thereof, shall be assigned, except by formal approval of the City Commission. No such approval will be construed as making the City a part of such assignment, or subjecting the City to liability of any kind to any assignee. No subcontract or assignment shall, under any circumstance's, relieve the Consultant of its liability and obligation under this contract, and despite any such assignment, the City shall deal through the Consultant only. However, if the company is sold during the life of the contract, the buying agent must provide the City with a letter signed by an officer of the new owner that can legally bind the company, stating that they will continue to perform the requirements of the contract under all the terms, conditions, and specifications so stated in the contract. K. SITE VISITS. Visits to the construction site and observations made by Consultant as part of the services shall not relieve the construction contractor(s) of its obligation to conduct comprehensive inspections of the work sufficient to ensure conformance with the intent of the Contract Documents, nor shall the contractor(s) be relieved of responsibility for all construction means, methods, techniques, sequences, and procedures necessary for coordinating and completing all portions of the work under the construction contract(s) and for all safety precautions incidental thereto. Such visits by Consultant are not to be construed as part of the inspection duties of the on -site inspection personnel defined in other parts of this Agreement. L. ONSITE MONITORING. Consultant's resident project representatives will make reasonable efforts to guard City against defects and deficiencies in the work of the contractor(s) and to help determine if the provisions of the Contract Documents are being fulfilled. Their day-to-day inspection will not, however, cause Consultant to be responsible for those duties and responsibilities which belong to the construction contractor(s) and which include, but are not limited to, full responsibility for the techniques and sequences of construction and the safety precautions incidental thereto, and for performing in accordance with the Contract Documents. M. TIME OF PERFORMANCE. Consultant shall commence performance on each specific task authorization upon receipt of written Notice to Proceed from City. The work shall be completed in accordance with the schedule included in the authorization. N_ OBLIGATIONS OF CITY TO CONSULTANT. City shall make available to Consultant all data in its possession regarding the existing facilities. This data shall include, but not be limited to: standards; specifications; policies; guides and Engineering reports; maps; plans; inventories; data; etc, City shall be responsible Agreement - AE Services Craven Thompson.doc for all necessary approvals from all City of Tamarac departments, and administration of public meetings in City. Consultant shall prepare exhibits, displays, informational handouts, notes, minutes and shall assist City in conducting all meetings. O. MONITORING. Consultant's work shall be subject to the inspection and direction of City, which shall conduct periodic reviews with Consultant. Where Consultant's work is unsatisfactory to City, Consultant shall correct it at the direction of City and at no additional cost to City; however, it is incumbent upon City to notify Consultant immediately of any work deemed unsatisfactory. Consultant will indemnify City for any increased construction costs solely and proximately caused by negligence on the part of Consultant concerning any assigned project, less any betterment to City. P. EXTRA SERVICES. If extra services are required for satisfactory completion of the work or any phase thereof, and Consultant thereby necessarily incurs extra costs, Consultant may be reimbursed only upon execution of a Supplemental Agreement between the parties. However, City shall not reimburse Consultant for any work or services performed after interruption, postponement or abandonment, which City deems to be in its best interest, provided City provides proper written notice to Consultant of such interruption, postponement or abandonment of the work. In such case, City shall pay only the costs of services rendered up to the time of such interruption, postponement or abandonment. Q. CONSULTANT'S REPRESENTATIVE. Consultant will, at all times during the normal work week, designate or appoint one or more representatives of Consultant who are authorized to act on behalf of Consultant regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep City continually advised of such designation. R. WRITTEN NOTIFICATION. Whenever either party desires to give notice to the other pursuant to this Agreement, it must be given by written notice, hand delivered, or sent by certified United States mail, with 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 notice to wit: For City: City Manager City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321 With copy to: City Attorney At the same address as above Agreement - AE Services Craven Thompson.doc For Consultant Robert D. Cole, III, P.E. Executive Vice President Craven Thompson & Associates, Inc. 3563 NW 53r° Street Fort Lauderdale, FL 33309 S. TERMINATION OF AGREEMENT. City or Consultant may terminate this Agreement by giving 30 days prior written notice to the other party. In such event, City shall forthwith pay Consultant in full for all work previously authorized and performed prior to the date upon which written notice of termination has been sent. Consultant's sight of termination shall not be construed to preclude any action by City for damages against Consultant should Consultant not fully perform Consultant's responsibilities and duties pursuant to this Agreement. In no case shall City be liable for damages to Consultant as a result of City's termination of this Agreement, in an amount in excess of actual costs incurred by Consultant in performing work previously authorized and fully performed prior to the date on which notice of termination is sent by City. T. NON-EXCLUSIVE AGREEMENT. City reserves the right to contract other Engineering firms as Consulting Engineers pursuant to the Consultant's "Competitive Negotiation Act of Florida". Nothing in this Agreement alters or cancels the terms and conditions or prior agreements for Engineering services between these parties or between City and any other Engineering firms. U. INDEMNIFICATION. Consultant, its directors, officers, stockholders, heirs, and assigns hereby agree to indemnify and hold harmless the City of Tamarac, its officers, elected officials, agents or employees acting within the scope of their employment from any suit, claim, liability, loss or damage (including reasonable attorney's fees) to the extent caused by Consultant's negligent acts, errors or omissions associated with Consultant's duties and responsibilities pursuant to this Agreement, V. WARRANTIES. Consultant warrants that all specifications, documents, or drawings prepared by Consultant, or on Consultant's behalf, are accurate, capable of being implemented and may be relied upon by any Contractor retained by City. W. PROFESSIONAL RESPONSIBILITIES OF CONSULTANT. Consultant will exercise reasonable skill, care, and diligence in the performance of Consultant's services and will carry out its responsibilities in accordance with customarily accepted professional Engineering practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, the professional Engineering services necessary to correct errors and omissions which are caused by Consultant's failure to comply with this standard and which are reported to Consultant within one year from the completion of services. 10 Agreement - AE Services Craven Thompson.doc X. ATTORNEYS' FEES. In the event of litigation, the prevailing party will be entitled to reimbursement of attorney fees. Y. CHANGES AND FORCE MAJEURE. In the event that a change in City provided information, change in law, or event of force majeure affects the Work or increases Consultant's costs, Consultant shall be entitled to a change to the Work and an equitable adjustment in the contract price and time of performance, as appropriate. Consultant shall propose in writing a change to the Work and an equitable adjustment in the Contract Price due to any such change, and City shall accept or dispute such proposal in writing within fifteen (15) days of receipt of Consultant's proposal. Z. PROHIBITION AGAINST CONTINGENT FEES. The professional Engineer warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the professional Engineer to solicit or secure this agreement and that he has not paid or agreed to pay any person or company, corporation individual, or firm, other than a bona fide employee working solely for the professional Engineer any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. AA, MODIFICATIONS. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. Such modification or amendment shall be attached to, and shall thereupon become a part of this Agreement. BB. AUTHORIZING ACTION. This Agreement is entered into by C' pursuant to a Resolution of the City Commission passed at a meeting held on 2001. 11 Agreement - AE Services Craven Thompson doe IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year first written above. ATTEST: . By: Maridn Swenson, CIVIC City Clerk Approeo fps Tp F 'KtcFtell S.7�i7o` Date: C ( orporate Secretary Robert D. Cole, III Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC a Florida Municipal Corporation B Y� J Schreiber, Mayor Date: Jeffrey L. Miller, City Manager Date: 7- / 6 ^ o/ Craven Thomps & ssociates, Inc (Authorized Signature) Thomas M. McDonald, R756ffi�KF-W.President Type/Print Name and Title Date: 6 / 18 / 01 12 Agreement - AE Services Craven Thompson.doc CORPORATE ACKNOWLEDGEMENT STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me this 18 t h day of Thomas M. McDonald, June 2001 by Rebmi Ec x9mlee cl :Exaxidu& ice President (name of officer or agent, title of officer or agent) of Craven Thompson & Associates Inc. (name of corporation acknowledging), a Florida (state or place of incorporation) corporation, on behalf of the corporation. Signature of Notary Public — State of Florida d,OyPk, MART-1-1A 0101Rnt,AM0 Printed, typed/stamped name of Notary Public COMMISSION # CC 720285 Exactly as commissioned o EXPIRES APR 1, 2002 %OF fN � ATL0jTIBONDED wc co.. INc. 'F1 Personally known by me, or ❑ Produced identification: (Type of identification produced) ❑ Did take an oath, or ® Did not take an oath 13 Agreement - AE Services Craven Thompson.doc CRAVEN THOMPSON & ASSOCIATES, INC. Corporate Resolution The Board of Craven Thompson & Associates, Inc. does hereby state that either of the following people are authorized to execute contracts on behalf of Craven Thompson & Associates, Inc. and that only one (1) signature is required: Thomas M. McDonald, President Or Robert D. Cole, III, Executive Vice President/Secretary WHEREFORE, the undersigned has executed thisolution on this the 27`h day of February, 2001. THOMAS M. McDONALD, President Z4040;��� OBERT D. COLE, III, Executiv resident/Secretary STATE OF FLORIDA COUNTY OF BROWARD Sworn to and subscribed to before me this 27`h day of February, 2001, by Thomas M. McDona d and Robert D. Cole, III, both personally known to me or who have produced NIA as identification. PAT D. JOYCE Nota ublic, State of Florida Patricia D. Joyc-- C.azrx:issfon # CC 720329 I March 23 2002 At,= BOD& Ca, Ix EXHIBIT "A" SALARY COSTS Jun-01 •• City of Tamarac CONSULTANT:Craven Thompson & Associates, Inc. OES EMPLOYEE CATEGORY Hourly Rate SENIOR COMPANY OFFICER $155.00 PROJECT MANAGER $135.00 QUALITY ASSURANCE PERSON $115.00 SENIOR ENGINEER(2) $100.00 ENGINEER(2) $90.00 SENIOR DESIGNER/TECH. (2) $72.00 DESIGNERITECH. $58.00 SENIOR DRAFTER(2) $62.00 DRAFTER $47.00 SECRETARY $47.00 REGISTERED LAND SURVEYOR $100.00 3-PERSON SURVEY CREW $95.00 2-PERSON SURVEY CREW $83.00 SENIOR RESIDENT REP. $70.00 RESIDENT REPRESENTATIVE $60.00 (2)ALSO INCLUDES (AS APPLICABLE) LANDSCAPE ARCHITECT Al TAMEXA.61.5_XLS EXHIBIT " B" SCHEDULE OF EXPENSES AND OTHER CHARGES 1. Travel and Subsistence a. Out-of-town Transportation, Lodging and Subsistence = in Accordance with b. Automobile Mileage = F.S. 112.061 2. Reproduction and Reprographics a. Blueline Prints = $0.21/Sq. Ft.* b. Vellum and Sepia = $.50/Sq. Ft.* c. Mylar Reproducible = $2.00/Sq. Ft.* d. Outside Printing = At Cost plus 101/a e. Xerox (Standard) Copies = $0.10/Sheet 3. Recording and Permits Fees = At Cost plus 10% 4. Services of Outside Consultant's = At Cost plus 10% 5. Special Survey Field Supplies = At Cost plus 100/b 6. Delivery and Courier Services = At Cost plus 10% * Based on 2-foot width times length of stock used. CITY OF TAMARAC Task Order Authorization No. 03-IOE Engineering Services for Tamarac East Water Main Improvements (Tamarac Lakes North and the Boulevards) DATE: Jule 28.2003 BACKGROUND Exhibit 2 Temp. Reso. #10211 This Task Order Authorization is for the performance of engineering design, permitting and bidding services by Mathews Consulting, Inc (Consultant) pursuant to the Continuing Enginccring Services Agreement between Mathews Consulting, Inc. and the City of Tamarac (City), hcralfter referred to as the Agreement. The work is for water systern improvements and sanital­,' sewer and lateral point repairs in the Tamarac East Utilities Area described herein. DESCRIPTION OF WORK The Neater main improvements (refer to Attachment A) are as folloNys: Design an 8-1[lch water I.lain (approx. 1,500 ft.) on 54th Street (between 27th Avenue and 24th AN enue). including 3 fire liN drants. • Design all 8-inch water main (approx. 350 ft.) on 2fih Avenue (between �4th Street and Prospect Road). including 1 fire hydrant. • Design an 8-inch water main (approx. 225 ft.) on 55th Street (between 20' Avenue and 23"� Terrace). including 1 fire hydrant. • Design an 8-inch water main (approx. 300 ft.) on 23"' Avenue (between 54`l` Street and Prospect Road). including 1 fire hydrant. • Design 10 water services off the existing 6-inch water main on NW 5 3`1 Street (between NW 28t�, Ayell llf', and NW 27 h Ayellue). • Design an 8-inch water main (approx. 6( f�.) on NW 52°`1 Place (between NW 281h Avenue and NW 27i1' Avenue), including approximately 19 water services and 1 fire hydrant. • Design an 8-inch water main (approx. 600 ft.) on NW 52"" Court (between NW 28t1i Avenue and NW 27`' Avenue), including approximately 19 water services and I fire hydrant. • Design all 8-inch. water main (approx. 360 ft.) on NW 52'd Court cul-de-sac (from NW 28th Avenue to 300 ftfrom last house), including 1 fire hydrant. • Design an 8-inch water main (approx. 600 ft.) on. NW 52"' Street (between NW 28`h Avenue and NW 27t1i Avenue), including approximately 19 water services and 1 fire hydrant. • Design an 8-Inch water plain (approx. 600 ft.) on NW 51st Place (between NW 29"' Avenue and NW 27th Avenue), including approximately 17 water services. ♦ Design an 8-inch water main (approx. 200 ft.) on NW 5 1 " Place (between dead-end and NW 28`h Avenue), including 7 water services and 1 two-inch blow off. • Design an 8-inch water plain (approx. 300 ft.) on NW 51" Place cul-de-sac (from NW 27 h Avenue to 300 ft. from last house), including I fire hydrant. 07/29/03 • Design an 8-inch water main (appro.. 320 ft.) on NW 26`h Terrace (between Prospect Road and N W 27`' Avenue). including 3 water services. • Design =1 water services oft the existing water main on. NW 27`h Avenue (from NW 52"' Court to Prospect Road). • Pavement trench repair Nvith total pavement overlay in all areas of work. • Abandonincrit of existing 4-inch water mains in back of properties for the above roads. The sanitary sewer improvements (refer to Attachment B) are as follows: • Line Segment 073-073A -- Point repair (lateral) • Line Segment 073-073A - Point repair (lateral) • Line Segmcnt 088-083 - Point repair (lateral) • Dine Segment 089-088 - Point repair (lateral) • Dine Segment 089-088 - Point repair (lateral) • Line Segment 092-091 - Point repair (lateral) • Line Segment 09 3-092 -- Point repair (lateral) • Line Segment 096-090 - Point repair (lateral) • Linc Scgment 099-098 - Point repair (lateral) • Linc Segment 107-106 Point repair (main line) • Line Segment 108-107 - Point repair (lateral) • Line Segment 1 1-4-112 Point repair (lateral) • Line Segment 172-121 - Point repair (main line) • Line Segment 129-128 - Point repair (lateral) • Line Segment 134A-133 - Point repair (main line) SCOPE OF WORK The sen ices provided under this authorization will be divided into defined tasks in order to perform the required engineering services. The following is the description of the tasks to be completed b} the Consultant: Task No. I - Data Collection Subtask 1.1 Utility Coordination Coordination with utility agencies (Electric. Telephone, Gas. and Cable TV) shall be performed to collect record information. This Subtask includes reconciling apparent discrepancies between record information and existing photographic and field -verification information. Subtask 1.2 - Survey Verification Consultant shall furnish the services of a professional surveyor to provide survey services consisting of field topography and horizontal locations referenced by baseline stationing for the water main design only. All existing facilities and utilities within the full right-of-way of the established construction limits will be referenced by the baseline station with an offset distance (left or right) from the baseline for the project and will include the following: 07/23/03 2 A. Topography survey at 100-foot intervals and at major ground elevation changes to depict existing ground profile at proposed project area. This shall be accomplished by creating a baseline in the field to collect pertinent data which shall include the following: a. Location of all visible fixed improvements within the right-of-way (including 6- ft. back on each side of the right-of-way) of the project limits, including physical objects, roadway pavement, driveways, sidewalks curb, trees, signs, fences, power poles, buildings, and other encumbrances.. including point of curvature and point of tangency. b. Location of all known above and below ground existing utilities: Electric, Telephone_ Cable TV, Natural Gas, Potable Water (pipe diameter. TOP, valves, fire hydrants, and meters), Force Mains (pipe diameter, TOP, and valves), Sanitary Sewer (pipe diameter, manhole inverts and direction, rim elevations, laterals. and clean -outs), Storm Sewers (pipe diameter, manhole inverts and direction_ catch basins, and rim/grate elevations), and all other accessible structures. This will include coordination with Sunshine, and the City of Tamarac. c. Identify platted rights -of -way (including bearing and distances for centerline), lot numbers. house address, ownership lines (per property tax information provided by City), block numbers and dedicated easements. d. Elevations shall be indicated every 100 feet, at a minimum, to indicate centerline grades. edge of pavement grades and shoulder grades. low points and all right-of- wav lines. Intermediate grades shall be indicated at all grade breaks.. driveways and sidewalks. e. Proti ide and reference benchmarks at maximum 600-foot intervals. Elevations to be referenced to an existing established City or Count, Benchmark. B. The above topographical survey data will be prepared in AutoC.AD (Version 2000) format at a scale of 1 "=20'. The CAD drawing shall also include: ■ Location of soil borings. ■ Location of utility pot -holing. Subtask 13— Field Verification MC: shall furnish the services of a professional underground services company to locate buried utilities at key points and utility crossings by "soft dig" methods, and to determine the approximate location of sewer laterals that may be in the path of the proposed water mains by use of ground penetrating radar. Key lateral crossings may also be verified by ''sots. dig" methods at critical locations. The cost of providing the professional underground services company will be treated as a utility location allowance with an authorized upper limit. 07/23/03 3 Subtask 1.4 — Soil Borings MC shall furnish the services of a gcotechnical firm to perform a gcotechnical evaluation of the project area, and have five soil borings done for soil strata identification and to determine the ground water level as part of the project. Task No. 2 — Final Design Final design shall consist of preparation of Contract Specifications. Contract Drawings (plan/profile). and Final Construction Cost Opinion. Subtask 2.1 A — Construction Documents for Water Main Design Preparation of construction documents shall include contract drawings and technical specifications. Contract dra«ings shall include: cover sheet, general notes, plan/profile drawings, and miscellaneous detail sheets. The drawing scale shall be 1-inch equals 20 feet for pipeline plan and 1-inch equals 2 feet for pipeline profile. Consultant shall prepare the engineering design elements on topographic survey information in an AutoCAD release 2000 format. Contract documents shall include: "front-end" documents and technical specifications and shall conform to the Cite of Tamarac Standard Details and Specifications. Drawings and specifications (four copies) shall be submitted for City review at 60%, 909/0 and 100"4, stages. Consultant shall meet -,with the City to discuss comments. and incorporate comments into final documents. Consultant shall furnish with the 1000/o design drawings, one set of AutoCAD Version 2000 files in electronic format on CD. Subtask 2.1 B -- Construction Documents for Sanitary Sewer Repairs Preparation of construction documents shall include contract drawings and technical spccifications. Contract draN%Irigs shall include one (1) map of City's existing sewer system in the project area with locations of point repairs identified, and miscellaneous detail sheets. The drawings and specifications will be included in the design packages in Subtask 2. IA above. Subtask 2.2 — Construction Cost Opinion Preparation of construction cost opinion at 60`%, 90`%_ and 100`% design stages. The construction cost opinion shall reflect changes in general scope. extent or character of design requirements incorporated during the various design review stages. Subtask 2.3 — Design Meetings Consultant shall attend and distribute minutes for kick-off meeting and three design review meetings. 07/23/03 4 TASKS 1, Construction Document Production 2, Bidding Ser-\ ices 3, PcrmittinSeniccs 4. C.onstriction Scr%ices Task No. 3 - Permittin DELIVERABLES DELIVERABLES f QUANTITY 60% Drawings & Specs 4 - Sets (22" x 34") 900/> Drawings & Specs 4 - Sets (22" x 34") Cost Estimate @,1 60%,, 90% and 100% 4 - Sets 100% DrawingsA, S ec� � 4 - Sets (22" x 34") Bidding Sets 20- Sets (22" x 34") Addenda if retired As required Permit Applications 4 - Sets Complimentary Sets (City, Bid Exch.) 6 - Sets (22" x 34") Construction Sets 8 - Sets (22'' x 34") Consultant shall prepare and sign/scal permit application forms for Broward County Health Department and submit the required documentation for the permit and address agency comments or concerns. Associated permit application fees shall be determined by Consultant and paid by City. Task No. 4 - Bidding Services Cite will be responsible for advertising the project and the sale and distribution of plans and specifications. Consultant shall provide Bidding Services to support the CAN, as follows: 1. Compile a set of bid documents for reproduction using the project plans, technical specifications and the City front-end documents. Provide up to twenty (20) sets of bid documents for distribution by the City to potential bidders. 2. Attend pre -bid meeting and distribute tlleeting minutes to bidders. 3. Respond to «ritten questions by potential bidders and if needed, assist the City in issuing addenda 4. RevicNN bids and recommend a��ard of contract. Prepare bid tabulation for submittal to the City. Task No. 5 - Construction Administration Subtask 5.1 - Preconstruction Conference Consultant shall attend a preconstruction conference with representatives of City and Contractor for the construction contract. Consultant shall prepare, in writing, minutes of conference. Subtask 5.2 -- Submittal Review Consultant shall review and process shop drawings, samples, schedules, certifications and any other data which the construction contractor is required to submit. The review will be for conformance with the design concept and compliance with the construction contract documents. 07/23/03 5 Consultant will submit reviewed shop drawings/submittals to City for their records. Consultant shall also review monthly pay requests. Subtask 5.3 — Monthly Construction Meetings Consultant shall attend monthly construction progress (4) meetings to be held at all acceptable location and provide a written summary of the issues discussed. ASSUMPTIONS Work described herein is based upon the assumptions listed below. If conditions differ from those assumed in a manner that will affect schedule of Scope of Work, Consultant shall advise Cite in "citing of the magnitude of the required adjustments. Changes in completion schedule or compensation to Consultant Nyill be negotiated with City. Constriction Inspection services and Project Certification (e.g. record drawings, Broward County Health Dept, water main release, etc.) is not included in this Task Order Authorization. If requested by the City, they will be provided under a subsequent Task Order Authorization. 2 Total Roadway Reconstruction is not included in this Task Order. Cite will provide Consultant record drawings of all utilities in the project area that shall serve as the basis of design in this project. 4. City personnel will assist in limited field verification of affected existing Cite facilities. �. Consultant can assume that all existing and proposed water main alignment is within City of Tamarac rights -of -way. Water meters will be replaced in property oNvner's front yards ( ft. off edge of pavement). 6. City will provide front-end documents and required City technical specifications on computer disk (latest edition of WORD). 7. City will be responsible for any acquisition of easements (including temporary). Consultant shall provide legal description and sketches of casements required, including temporarr\ construction casements of property required for facilities. 8. Cite shall provide Consultant locations of sanitary sewer point repair locations based on TV inspection reports. 07/23/03 6 CONTRACT PERFORMANCE Proposed schedule and fees for completion of major work tasks are summarized below. COMPLETION DATES: CONSULTANT will commence services upon receipt of written authorization. The duration of major work tasks are summarized below and detailed in Attachment A. Tasks Task l — Data Collection Task 2 — Final Design Task 3 - Permitting Task 4 — Bidding Task 5 — Construction Administration "' Estimated, based upon USUal, regulatory agency review period. SUMMARY OF PROPOSED FEES: Approx. Duration from NTP 45 days 75 days 45 days"' 60 days 120 days Costs associated with this Consultant Service Authorization are provided below and detailed in Attachment B. Tasks Task 1 — Data Collection Task 2 -- Final Design Task 3 — Pentiitting Task 4 — Bidding Task 5 — Construction Administration Reimbursable Expenses Subtotal Utility Location Allowance Total Authorized Amount Cost $ 23,500.00 $ 26,660.00 $ 1,230,00 $ 2.895.00 S 6,460,00 $ 1,500.00 $ 62,245.00 $ 5.000.00 $ 67,245.00 (Not -to -Exceed) Additional Services - The fee for Additional Services shall be billed using the Hourly Rate Schedule contained in the General Contract, or as an agreed upon fixed fee. 07/23/03 7 IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARA.C, through an authorized official of the City and Mathews Consulting, Inc- signing by and through Rene L.Mathews (President) and David L. Mathews (Vice President) duly authorized to execute same. CITY OF TAMARAC: MATHEWS CONS UttTING, INC. J � BY: Jeffrey L: Mil er, City Manager Rene L.. M thews, President I '1 Date: "G Date: By: f Joe Schreiber, Mayor Date: ? ? ATTEST f , Marion Swenson, CMC, City Clerk Approved as to form and legal su,U iciericy-: Mitchell S. Kraft, City,Attorney and Bv: David L. Mathews, Vice P, Date: ATTEST: Signature of Corporal lit David L. IVtathews _ Type name or Corporate Secrciary ^ (CORPORATE SEAL) 07/23/03 9 Q � C O is C� Q �` - O U c o ca a N CL a - z L .a LL F U 7 O Z M d 4 N U O Q d 'O L m ra U �' o Q p v G O C a g, N' � (Qj ❑ � c m LL "r E C L ii 'O N C O Z o ii a m c) w'�aw Ill m � ! 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