Loading...
HomeMy Public PortalAbout13-8514 Agreement with F.R. Aleman and Associates Sponsored by: City Manager Resolution No. 13-8514 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH F. R. ALEMAN AND ASSOCIATES, INC., FOR THE PREPARATION OF WATER AND SEWER SYSTEM ATLASES, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FORTY ONE THOUSAND TWO HUNDRED TEN DOLLARS ($141,210.00), PAYABLE FROM ACCOUNT NUMBER 64-533630; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Commission of the City of Opa-Locka received proposals from seven (7)bidders regarding the preparation of a Water and Sewer Atlas; and WHEREAS, of the seven proposals, F.R. Aleman and Associates, Inc., was the highest ranked and WHEREAS, it is critical for the City to have accurate measurements and locations of all underground utilities, and F.R. Aleman and Associates, Inc., are prepared to provide the Atlas, as required by the consent agreement with Miami-Dade County ; and WHEREAS, the City Commission of the City of Opa-locka desires to authorize the City Manager to negotiate and enter into an agreement with F.R. Aleman and Associates, Inc., for the preparation of a Sewer and Water Atlas for the City of Opa-locka. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Resolution No. 13-8514 Section 2. The City Commission of the City of Opa-locka hereby directs and authorizes the City Manager to negotiate and enter into an agreement with F. R. Aleman and Associates, Inc., for the preparation of the Water and Sewer System Atlas, in an amount not to exceed One Hundred Forty One Thousand Two Hundred Ten Dollars ($141,210.00), payable from account number 64-533630. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 9th day of January, 2013. 1 • C YRA 'YLOR MAYOR Attest to: a Jo.1 a Flores City Clerk Approved as to form and legal su iciency: 9 ..i1 f A tc d � 1 l� Jose Fr t4 E tl Cit;Atto y Moved by: COMMISSIONER SANTIAGO Seconded by: VICE MAYOR KELLEY Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES • i ------,, 4 oir_'.1-9cir, 4, 0( i 0 1- 0 'e, L eirrifjr!. 011 oRA-T.- City of Opa-Locka Agenda Cover Memo Commission Meeting 01/09/2013 Item Type: Resolution Ordinance Other Date: X . (EnterXin in box) Fiscal Impact: Ordinance Reading: 1st Reading 2nd Reading (Enter X in box) Yes No (EnterXin box) x Public Hearing: Yes No Yes No (Enter X in box) x x Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No Ex: (EnterXin box) X Account#64-533630 Contract/P.O. Required: Yes No RFP/RFQ/Bid #: (EnterXin box) Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the — (Enter X in box) specific objective/strategy this item will address) X Enhance Organizational 0 Bus.&Economic Dev me 1. Will help reduce man-hours Public Safety wai water and sewer system Quality of Education El repair and maintenance. Qua of Life&City Image gm 2. Is required per Consent Communication 0 Agreement with Miami-Dade County. Sponsor Name Department: City Manager Public Works Short Title: j — — ---- — Agreement with F.R.Aleman and Associates, Inc.for the Preparation of Water and Sewer Atlases - r _ _ Staff Summary: ] The purpose of this resolution is to enter into an Agreement with FR Aleman and Associates, Inc. for the Preparation of Water and Sewer Systems Atlas in the City of Opa-Locka for the amount not to exceed ONE HUNDRED FORTY ONE THOUSAND TWO HUNDRED TEN DOLLARS ($141,210.00). - -- - -1 - Proposed Action: Staff recommends approval in order to prepare Water and Sewer Atlas to comply with Consent Agreement with Miami-Dade County. .61.11P'' .1111.M■PW' Attachment: 1. Agenda 2. Copy of Resolution# 12-8396, 12-8449 3.Agreement 4 ,f O O p t7 0 a a ary 4„onA:10 Memorandum To: Mayor Myra L. Taylor Vice Mayor Joseph L. Kelley Commissioner Timothy Holmes Commissioner Dorothy ohnsol , Commissioner Luis B. S. 'liar n// FROM: Kelvin L. Baker, Sr., City Manag) Vi DATE: December 13,2012 <,. RE: Agreement with F.R. Aleman and Associates, Inc. for the Preparation of Water and Sewer Atlases Request: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH F.R. ALEMAN AND ASSOCIATES, INC. iN THE AMOUNT NOT TO EXCEED ONE HUNDRED FORTY ONE THOUSAND TWO HUNDRED TEN DOLLARS ($141,210.00) FOR THE PREPARATION OF WATER AND SEWER SYSTEM ATLASES. Description: The City of Opa-locka requested and received proposals from seven bidders for the preparation of Water and Sewer Systems Atlas. F.R. Aleman and Associates, Inc. is the highest ranked bidder. F.R. Aleman and Associates, Inc. will prepare water and sewer system water Atlas as required per consent agreement with Miami-Dade County. The Water and Sewer Atlases in the City of Opa-locka are over thirty (30) years old. The old age of the atlases causes inaccuracy. As a result, the Public Works and Utilities Department has to rely on human memory and staff familiarity with the City's system in order to service some areas of the City utilities. Also, the Utility Crew has to react to problems such as leaks and breakages, etc. rather than monitoring and preventing them. Due to the City's ongoing aggressive Capital Projects Program, it has become critical to have accurate locations of all underground utilities; including size and depth of sewer and water mains; location of hydrants, valves, manholes, etc. to facilitate design and limit construction costs. Ultimately, this information will become part of a Citywide Geographic Information System (GIS). This will provide a visual tool for the location of a water meter, shut off valve, and sewer lateral in relation to a service address. The Water and Sewer Atlas will increase operational efficiencies, safety of staff and citizens and saving costs, as well as an overall savings over a long term outlook. Financial Impact:, Both Water and Sewer Atlases are funded in Fiscal Year (FY) 2012 under the capital projects section and therefore will have no adverse financial impact. Rather, the operational costs savings with the capacity for new residences and businesses to connect to the wastewater collection system. There will be cost savings in performing maintenance and repairs which will have a great economic impact for the entire community. Account Number: 64-533630- Water Division-Improvements Other Than Buildings Implementation Time Line: As soon as possible. Legislative History: 12-8396 Recommendation(s): Staff recommends negotiating the price with the top ranked bidder F.R. Aleman. The new Atlases will save man-hours in performing maintenance and repairs and the Geographic Information System (GIS)will have a positive economic impact on the entire community. Analysis: F.R. Aleman and Associates, Inc. (The CONSULTANT) will field identify all Sanitary Manholes, cleanouts, water valves, water meters, and fire Hydrants for the preparation of the City-wide Water and Sewer Atlas. All above ground evidence of the water and sewer structures will contain a GPS coordinate (level of accuracy for inventory purposes only).All sanitary manholes will be opened and invert data will be collected as required. Any manholes that contain an obstruction that prevents field crews from gathering the necessary invert data CONSULTANT will notify the City and will be resolved with the assistance from to the City of Opa-Locka Public Works Staff. Approximately 800 Sanitary Sewer Manholes, Pipes, Force Mains will be investigated. Additionally the CONSULTANT estimates that over three thousand structures, such as fire hydrants, water valves, water meters, etc will be identified and will also be located on the Atlas. Water and Sewer Mains will be surveyed and will also be shown on the Atlas. Water, Sewer Mains, and Force Mains, Pump Stations and any other component of the water and sewer systems must be shown on the Atlas. The pipes Size and Material must be labeled as per City of Opa-Locka provided As-Built data and/or in accordance with field investigated/verified information. The city provided data must be field verified to the best feasible extent. The CONSULTANT will use Ground Penetrating Radar (GPR) method to designate some of the water lines, where not above ground information is available. Additionally the CONSULTANT will perform non- destructive Vacuum Excavation Test Holes (VVHS) to verify the Size and Material of the Water Lines not shown on the City's As-built. The CONSULTANT will meet with City staff to obtain information of water lines not in the as-built. Final deliverables will be submitted in electronic format using AutoCAD Civil 3D including point files and shape files transferable to GIS System. ATTACHMENT(S): 1. Copy of Resolution# 12-8396, 12-8449 2. Agreement PREPARED BY: Mohammad Nasir,PE,Asst.Public Works Director/City Engineer END OF MEMORANDUM F.Z. ALEMAN &Associates, Inc.J + it9 I CONSULTING ENGINEERS&SURVEYORS www.FR-Aleman.com 10305 NW 41 Street, Suite 200 Miami, Florida 33178 TEL. (305)591-8777 FAX: (305)599-8749 City of Opa-Locka, Florida. December 10, 2012 Attn: Mohammad Nasir, P.E. Interim Director, Public Works & Utilities 12950 LeJeune Rd Opa-Locka FL, Florida 33054 Ph. 305-559-4900 x 217 Fax: 305-553-3102 RE: PROPOSAL FOR PREPARATION OF A WATER AND SEWER SYSTEM ATLAS. Dear Mr. Nasir; Thank you for the opportunity to provide you with this proposal. SCOPE OF WORK: The CONSULTANT will field identify all Sanitary Manholes,cleanouts, water valves,water meters, and fire Hydrants for the preparation of the Citywide Water and Sewer Atlas. All above ground evidence of the water and sewer structures will contain a GPS coordinate (level of accuracy for inventory purposes only). All sanitary manholes will be opened and invert data will be collected as required. Any manholes that contain an obstruction that prevents field crews from gathering the necessary invert data CONSULTANT will notify the City and will be resolved with the assistance from to the City of Opa- Locka Public Works Staff. Approximately 800 Sanitary Sewer Manholes, Pipes, Force Mains will be investigated. Additionally the CONSULTANT estimates that over three thousand structures, such as fire hydrants, water valves, water meters, etc will be identified and will also be located on the Atlas. Water and Sewer Mains will be surveyed and will also be shown on the Atlas. Water, Sewer Mains, and Force Mains, Pump Stations and any other component of the water and sewer systems must be shown on the Atlas. The pipes Size and Material must be labeled as per City of Opa-Locka provided As-Built data and/or in accordance with field investigated/verified information. The city provided data must be field verified to the best feasible extent. The CONSULTANT will use Ground Penetrating Radar (GPR) method to designate some of the water lines, where not above ground information is available. Additionally the CONSULTANT will perform non- destructive Vacuum Excavation Test Holes (VVHS) to verify the Size and Material of the Water Lines not shown on the City's As-built. The CONSULTANT will meet with City staff to obtain information of water lines not in the as-built. Final deliverables will be submitted in electronic format using AutoCAD Civil 3D including point files and shape files transferable to GIS System. All Survey work will be performed using GPS Equipment using Real Time Kinematics (R T K) methods, connected to Florida Permanent Reference Network. This estimate is limited to 50 Vacuum Excavation Test Holes (VVHS).Any additional VVHS required and will be performed using FRA standard hourly rates after City notice and approval. Miami - Orlando - Tampa - Jacksonville - Tallahassee CATEGORY Da ys/Hours Rate Survey Crew Party of Three 80 $1,183.00 $94,640.00 Vacuum Excavation Test Holes(WHS) 50 $295.00 $14,750.00 Draftperson/hour 160 $60.00 $9,600.00 Technician 104 $100.00 $10,400.00 Clerical 30 $50.00 $1,500.00 Principal Surveyor/hour T 80 $129.00 $10,320.00 TOTAL $141,210.00 Delivery: The final delivery of the CAD and shape file will be within six (6) months after the notice to proceed is received. The final delivery will contain three(3)signed and sealed hard copies of water and Sewer Atl2S Including a PDF file: hart rnnioc and electronic submittal by email or flash drive / CD. The CONSULTANT will use The City's Standard borders and layering convention for drawings. Sincerely, o / / Frank Paruas, PSM Project Surveyor • Sponsored by: City Manager '�.esolution No. 12-8449 A RES'1 LUTION OF THE CITY COMMISSION OF THE CITY IF =1`PA LOCKA,FLORIDA,TO AUT i ORIZE THE CITY MANAGER T1 NEGOTIATE AN EXECUTE THE C NTRACT WIT r i F. R. ALEMAN FOR COST SOLICITATION FO t THE PREPARATION OF WATER AND SEWER SYSTEM ATLASES PROVIDING FOR INCORP 1tRATION F [•ECITALS; PROVIrPING FO€" AN EFFECTIVE DATE WHEREAS,pursuant to Resolution 12-8396,the City of Opa-locka(City)issued Request for Proposal # 12-2106100(RFP) for the preparation of Water and Sewer System Atlases; and W k I EREAS,seven bidders responded to the RFP,and the Evaluation Committee ranked the top three most responsive bidders, 1) F. R. Aleman, 2) Robayna & Associates, 3) Corzo Castella, respectively; and W EREAS,both Water and Sewer Atlases(Atlases)are funded in Fiscal Year 2012 under the Capital Projects and will have no adverse financial impact to the current budget; and WHEREAS,the Atlases will provide accurate locations of the Water and Sewer Systems and are critical for the Public Works and Utilities Department for maintenance and prevention of problems such as leaks and breakages within the Water and Sewer systems; and WHEREAS, staff recommends the awarding the contract to the most responsive and responsible bidders, F. R. Aleman; and WHEREAS, the City Commission of the City of Opa-locka desires to authorize the City Manager to negotiate and execute the contract with F. R. Aleman for the preparation of Water and Sewer System Atlases for the City of Opa-locka. N W,THEREFORE,BE IT DULY RESOLVED =:;Y T €E CITY COMMISSION OF Resolution No. 12-8449 THE CITY •F OPA-11,sCKA9 FLORI IsA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-locka hereby authorizes and directs the City Manager to negotiate and execute the contract with F. R. Aleman for cost in preparation of Water and Sewer Atlases. Section 3, This resolution shall take effect immediately upon adoption. PASSEL AND ADOPTED this 12`h day of September, 2012. MY' AYLOR MAYOR Attest to: 1 � AZA,----> J. nna Flores In -rim City CIerk Approved as to form and legal sufficiency: y1 J f eph `. Geller — ty At orney Moved by: VICE MAYOR JOHNSO Seconded by: COMMISSIONER MILLER Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Miller: YES Commissioner Tydus: YES Vice-Mayor Johnson: YES Mayor Taylor: YES 10327484 vl c,-Locj1/44 kfot 0 t: • diFM-101 • $ — — 7.7 4°0 Al 169 CONTI ACT AGREEMENT ETWEEN CITY •F OPA= LOCKA AND F.R. ALEMAN AND ASSOCIATES, INC. FOR PREPARATION OF WATER AND SEWER ATLASES AGREEMENT THIS IS AN AGREEMENT, dated the 10 day of an uar , 2013,between: CITY OF OPA-LOCKA, a Florida municipal corporation, hereinafter "CITY," and T.•n A Y EM AN A ASS A T^ F.R.j- j 1v!t11V ANVU UL1tl1 ES, 11VL. A licensed Company, authorized to do business in the State of Florida, hereinafter"CONSULTANT." WITNESSETH: In consideration of the mutual terms and condition, promises, covenants, and payments hereinafter set forth, CITY and CONSULTANT agree as follows: ARTICLE 1 PREAMBLE In order to establish the background, context and form of reference for this Agreement and to generally express the objectives, and intentions, of the respective parties herein, the following statements, representations and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow and may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based. 1.1 CITY requested proposals for The Preparation of Water and Sewer Atlases indicating the CITY's desire to hire a Consultant to perform this work. 1.2 On xxxxu, 2013,the CITY awarded the CONTRACT and authorized the proper CITY officials to enter into an agreement with CONSULTANT to render the services more particularly described herein below. ARTICLE 2 SCOPE OF WORK The CONSULTANT will field identify all Sanitary Manholes, cleanouts, water valves, water meters, and fire Hydrants for the preparation of the Citywide Water and Sewer Atlas. All above ground evidence of the water and sewer structures will contain a GPS coordinate (level of accuracy for inventory purposes only).All sanitary manholes will be opened and invert data will be collected as required. Any manholes that contain an obstruction that prevents field crews from gathering the necessary in ert d to CONSUL TANT will notify the City and will be 1, -" ' b""""'" 'tb '" 'J '•-•--�� �� .:J'v i.aaur a will notify j% a.i aa.,, City aiiii will be resolved with the assistance from to the City of Opa-Locka Public Works Staff.Approximately 800 Sanitary Sewer Manholes, Pipes, Force Mains will be investigated. Additionally the CONSULTANT estimates that over three thousand structures, such as fire hydrants,water valves,water meters, etc will be identified and will also be located on the Atlas. Water and Sewer Mains will be surveyed and will also be shown on the Atlas. Water, Sewer Mains, and Force Mains, Pump Stations and any other component of the water and sewer systems must be shown on the Atlas. The pipes Size and Material must be labeled as per City of Opa-Locka provided As-Built data and/or in accordance with field investigated/verified information. The city provided data must be field verified to the best feasible extent. The CONSULTANT will use Ground Penetrating Radar (GPR) method to designate some of the water lines, where not above ground information is available. Additionally the CONSULTANT will perform non-destructive Vacuum Excavation Test Holes (VVHS) to verify the Size and Material of the Water Lines not shown on the City's As-built. The CONSULTANT will meet with City staff to obtain information of water lines not in the as- built. Final deliverables will be submitted in electronic format using Auto CAD Civil 3D including point files and shape files transferable to GIS System. All Survey work will be performed using GPS Equipment using Real Time Kinematics (RTK) methods, connected to Florida Permanent Reference Network. The final delivery of the CAD and shape file will be within six (6) months after the notice to proceed is received. The final delivery will contain three (3) signed and sealed hard copies of Water and Sewer Atlas along a PDF file. Along with the delivery of the hard copies the CONSULTANT must submit electronically either by email or by flash drive/CD. The CONSULTANT will use The City's Standard borders and layering convention for drawings. ARTICLE 3 TIME FOR COMPLETION 3.1 The CONSULTANT shall commence work to be performed under this Agreement within two weeks from the Notice to Proceed (NTP) and must complete within six (6) months. 3.2 Anything to the contrary notwithstanding,minor adjustment to the timetable for completion approved by CITY in advance, in writing, will not constitute a delay by CONSULTANT. Furthermore, a delay due to an Act of God, fire, lockout, strike or labor dispute, riot or civil commotion, act of public enemy or other cause beyond the control of CONSULTANT shall extend this Agreement for a period equal to such delay and during this period such delay shall not constitute a delay by CONSULTANT. 3.3 Consultant's failure to perform the work specified in this Agreement may result in cancellation of the agreement with cause. ARTICLE 4 CONTRACT SUM 4.1 The CITY hereby agrees to pay CONSULTANT for the faithful performance of this Agreement, $141.210.00 for work to be completed in accordance with the "Proposal" submitted by CONSULTANT. Work completed by the CONSULTANT shall be as reflected in the proposal submitted, a copy of which is attached hereto and made a part hereof as Exhibit "B", with no change in the price shown. A total contact price hereto is referred to as Contract Sum and shall be ONE HUNDRED FORTY ONE THOUSAND TWO HUNDRED TEN DOLLARS ($141,210.00). ARTICLE 5 PROGRESS PAYMENTS 5.1 Based upon Applications for Payment submitted by the Consultant to the Owner, and upon Project Applications and Certificates for Payment issued by the Owner, the Owner shall make progress payments on account of the Contract Sum to the Consultant as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for payment shall be one calendar month ending on the last day of the month, or as follows: 5.2.1. Owner shall pay pursuant to the Florida Local Government Prompt Payment Act Chapter 218 Florida Statutes. 5.2.2. Each Application for Payment shall be based upon the Schedule of Values submitted by the Consultant in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Consultant's Applications for Payment. 5.2.3. Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.2.4. Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.2.4.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of Ten percent (10%). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included in applications for Payment. The amount of credit to be allowed by the Consultant to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Construction Manager. When both additions and credits covering related Work or substitutions are involved in a change the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. 5.2.4.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of ten percent (10%): 5.2.4.3 Subtract the aggregate of previous payments made by the Owner; and subtract amounts, if any, for which the Construction Manager has withheld or nullified a Certificate for Payment. 5.3 The progress payment amount determined in accordance with the above shall be further modified under the following circumstances: 5.3.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to Ninety percent (90%) of the Contract Sum, less such amounts as the Construction Manager recommends and the Owner determines for incomplete Work and unsettled claims; and 5.4 Reduction or limitation of retainage, if any, shall be as follows: Reduction or limitation of retainage will require the authorization of City Engineer/Project Manager/Designee. ARTICLE 6 FINAL PAYMENT 6.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Consultant when (1) the Contract has been fully performed by the Consultant except for the Consultant's responsibility to correct nonconforming Work and to satisfy other requirements, if any, which necessarily survive final payment: and (2) a final Project Certificate for Payment has been issued by the Owner and 3) the Consultant has met all provisions of the reporting requirements of grants if the project is funded by grant money; such final payment shall he made by the Owner not more than 20 days after the issuance of the final Project Certificate for Payment. ARTICLE 7 CONSULTANT'S LIABILITY INSURANCE 7.1 The CONSULTANT must have Professional Liability Insurance and Workers' Compensation Insurance. Minimum coverage required: (a) Professional Liability Insurance-$1,000,000.00 (b) Workers' Compensation Insurance- as required by law; 7.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the City prior to the commencement of the work. These Certificates shall contain a provision that coverage afforded under these policies will not be canceled until at least thirty days (30) prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. 7.3 Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance by the CITY. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, then in that event, the CONSULTANT shall furnish, at least three (3) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and extension there under is in effect. The CONSULTANT shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect. 7.4 The CONSULTANT shall hold the CITY, its agents, and employees, harmless on account of claims for damages to persons, property or premises arising out of the operations to complete this Agreement and name the CITY as an additional insured under their policy. 7.5 The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. ARTICLE 8 _ . CONSULTANTS INDEMNIFICATION 8.1 The CONSULTANT agrees to release the CITY from and against any and all liability and responsibility in connection with the above mentioned matters and with the work being performed by Consultant. The CONSULTANT further agrees not to sue or seek any money or damages from CITY in connection with the above mentioned matters. 8.2 The CONSULTANT agrees to indemnify and hold harmless the CITY, its trustees, elected and appointed officers, agents, servants and employees, from and against any and all claims, demands, or causes of action of whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders,judgments, or decrees, sustained by the CITY or any third party arising out of, or by reason of, or resulting from the CONSULTANT's negligent acts,errors,or omissions. 8.3 If a court of competent jurisdiction holds the City liable for certain tortious acts of its agents, officers, or employees, such liability shall be limited to the extent and limit provided in 768.28, Florida Statutes. This provision shall not be construed as a waiver of any right or defense that the City may possess. The City specifically reserves all rights as against any and all claims that may be brought. ARTICLE 9 INDEPENDENT CONSULTANT 9.1 This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the CONSULTANT is an independent Consultant under this Agreement and not the CITY's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law and similar laws. The CONSULTANT shall retain sole and absolute discretion in the judgment of the manner and means of carrying out the CONSULTANT's activities and responsibilities hereunder provided. This Agreement shall not be construed as creating any joint employment relationship between the CONSULTANT and the CITY and the CITY will not be liable for any obligation incurred by CONSULTANT, including but not limited to unpaid minimum wages and/or overtime premiums. ARTICLE 10 CHANGES TO SCOPE OF WORK AND ADDITIONAL WORK 10.1 CITY or CONSULTANT may request changes that would increase decrease or otherwise modify the Scope of Services/Basic Services to be provided under this Agreement. Such changes or additional services must be in accordance with the provisions of the Code of Ordinances of the CITY and must be contained in a written amendment, executed by the parties hereto, with the same formality and with equality and dignity prinr to deviation from the terms of this Agreement, including the initiation of any additional or extra work. Each amendment shall at a minimum include the following information on each project: PROJECT NAME PROJECT DESCRIPTION ESTIMATED PROJECT COST ESTIMATED COST FOR ADDITION OR CHANGE TO PROJECT CONTRACT ESTIMATED PROJECT COMPLETION DATE 10.2 In no event will the CONSULTANT be compensated for any work which has not been described in a separate written agreement executed by the parties hereto. ARTICLE 11 TERM AND TERMINATION 11.1 This Agreement may be terminated by either party for cause,or the CITY for convenience, upon written notice by the CITY to CONSULTANT in which event the CONSULTANT shall be paid its compensation for services performed to termination date. In the event that the CONSULTANT abandons this Agreement or causes it to be terminated, he shall indemnify the CITY against any loss pertaining to this termination up to a maximum of the full contracted fee amount. All finished or unfinished documents, data, studies, plans, surveys, and reports prepared by CONSULTANT shall become the property of CITY and shall be delivered by CONSULTANT to CITY. 11.2 This Agreement shall take effect as of the date of execution as shown herein below and continue for such time as is contemplated by the Agreement. ARTICLE 12 CONTRACT DOCUMENTS 12.1 CONSULTANT and CITY hereby agree that the following Specification and Contract Documents, which are attached hereto and made a part thereof, are fully incorporated herein and made a part of this Agreement, as if written herein word for word: This Agreement; CONSULTANT's proposal as set forth in Exhibit "A"; RFP; and any other exhibits thereto,or to this Agreement.. ARTICLE 1=1 MISCELLANEOUS 13.1 Legal Representation: It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply due to the joint contribution of both parties. 13.2 Records: CONSULTANT shall keep books and records and require any and all sub-Consultants to keep books and records as may be necessary in order to record complete and correct entries as to personnel hours charged to this engagement, and any expenses for which CONSULTANT expects to be reimbursed, if applicable. Such books and records will be available at all reasonable times for examination and audit by CITY and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement, or for such longer period as is required by law. Incomplete or incorrect entries in such books and records will be grounds for disallowance by CITY of any fees or expenses based upon such entries. 13.3 Ownership of Documents: Reports, surveys, plans, studies and other data provided in connection with this Agreement are and shall remain the property of City. 13.4 No Contingent Fees: CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission,percentage,gift or consideration. 13.5 Notice: Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this section. For the present, the CONSULTANT and the CITY designate the following as the respective places for giving of notice: CITY: Kelvin L. Baker, City Manager 780 Fisherman Street,4th Floor Opa-locka, Florida 33054 COPY TO: Joseph S. Geller,City Attorney 780 Fisherman Street,4th Floor Opa-locka, Florida 33054 CONSULTANT: Frank Paruas, PSM, Project Surveyor F.R.Aleman and Associates,Inc. 10305 NW 41 Street,Suite 200 Miami,Florida 33178 TEL: (305) 591-8777 FAX: (305) 599-8749 13.6 Binding Authority: Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 13.7 Exhibits: Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference. 13.8 Headings: Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 13.9 Severability: If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect,and be enforced to the fullest extent permitted by law. 13.10 Governing Law: This Agreement shall be governed by the laws of the State of Florida with venue lying in Miami-Dade County, Florida. 13.11 Disputes: Any claim, objection, or dispute arising out of the terms of this Agreement shall be litigated in the Eleventh Judicial Circuit Court in and for Miami-Dade County. 13.12 Attorney's Fees: To the extent authorized by law, in the event that either party brings suit for enforcement of this Agreement,the prevailing party shall be entitled to attorney's fees and court costs in addition to any other remedy afforded by law. 13.13 Extent of Agreement: This Agreement, together with all contract documents, and all exhibits hereto or to the contract documents, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or agreements,either written or oral. 13.14 Waiver: Failure of the CITY to insist upon strict performance of any provision or condition of this Agreement, or to execute any right therein contained, shall not be construed as a waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect. 13.15 Equal Opportunity Employment: CONSULTANT agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated, during employment, without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training,including apprenticeships. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ARTICLE 14 NOTICE TO PROCEED The Consultant and the engineer shall commence work within one week from the date of the Notice to Proceed (NTP). No work shall begin without NTP. CITY OF OPA-LOCKA ATTEST: BY: Joanna Flores, CMC Kelvin L. Baker City Clerk City Manager APPROVED AS TO FORM: Joseph S. Geller, City Attorney CONSULTANT WITNESSES: Authorized Representative ATTEST: SECRETARY STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE) BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared as , of , a Florida corporation, and acknowledged executed the foregoing Agreement as the proper official of , for the use and purposes mentioned in it and affixed the official seal of the corporation, and that the instrument is the act and deed of that corporation. IN WITNESS OF THE FOREGOING - the State and County aforesaid on this day of 2012. NOTARY PUBLIC My Commission Expires: Exhibit "A" CONSULTANTS PROPOSAL Exhibit " B" REQUEST FOR PROPOSAL (RFP)