RESOLUTION 90-20045 RESOLUTION NO. 90-20045
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT
WITH CAMP DRESSER & MCKEE, INC. , FOR
PROFESSIONAL ENGINEERING AND ACCOUNTING
SERVICES TO PERFORM AN INTERIM RATE STUDY FOR
WATER AND WASTE WATER AND TO PERFORM RATE
STUDIES ON A YEARLY BASIS FOR FOUR (4)
ADDITIONAL YEARS
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, THAT
WHEREAS, the City of Miami Beach ("City") issued a Request for
Letters of Interest (RFLI 23-89/94) for "Professional Engineering
and Accounting Services to Perform an Interim Rate Study for Water
and Waste Water and Perform Rate Studies on a Yearly Basis for Four
(4) Additional Years" issued by the City in contemplation of this
Agreement; and
WHEREAS, Camp Dresser and McKee, Inc. , ("Consultant")
submitted a proposal in response to City's Request for Letters of
Interest; and
WHEREAS, the City and Consultant have negotiated an agreement,
and the agreement has been recommended by the City Manager and
approved as to form by the City Attorney.
NOW THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, that the Mayor and the City Clerk are
authorized to execute the Agreement attached hereto with Camp
Dresser and McKee, Inc. , for Professional Engineering and
Accounting Services to Perform an Interim Rate Study for Water and
Waste Water and Perform Rate Studies on a Yearly Basis for Four
(4) Additional Years.
PASSED AND ADOPTED THIS 25th day of July , 1990.
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AliAL4I
Or MAYOR
ATTEST:
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CITY CLERK
LEGAL DEPT.
By •
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VI26t"i
OFFICE OF THE CITY MANAGER CITY HALL
ROB W.PARKINS 1700 CONVENTION CENTER DRIVE
CITY MANAGER TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO.
0,
DATE: July 25, 149n
TO: Mayor Alex Daoud . -
Members of th• 'ity Commis• on
i
FROM: Rob W. Par ns /
City Managerop
RESOLUTION AND •GREEMENT FOR RFLI NO. 23-89/94, MIAMI BEACH
SUBJECT: WATER AND INTERIM RATE STUDY WITH CAMP DRESSER & MCKEE,
INC.
BACKGROUND:
The City Commission rank ordered the top three proposers for this
project and authorized the Administration to negotiate an agreement
on April 4 , 1990, Commission Memorandum No. 192-90.
The Administration has negotiated the attached Agreement with the
first ranked firm, Camp Dresser & McKee, Inc. , at a cost of
$13 , 000. 00 for Water Interim Rate Study and $13 , 000. 00 Wastewater
Interim Study. Total study cost is $26, 000. 00.
BID AMOUNT AND FUNDING:
$26, 000. 00 Funds are available from Budget Accounts
425. 0410. 000312 - $13 , 000. 00
425. 0420. 000312 - $13 , 000. 00
ADMINISTRATION RECOMMENDATION:
That the Commission approve the attached Resolution authorizing the
Mayor and City Clerk to execute the Agreement.
RWP:EJD:JF: ses
FUNDI ' APPROVED
APPROVED
1'
Manage ent and Budget
12
•
AGENDA
ITEM
DATE
vt-
AGREEMENT
BETWEEN
CITY OF MIAMI BEACH
AND
CAMP DRESSER AND MCKEE, INC.
FOR
PROFESSIONAL ENGINEERING AND ACCOUNTING SERVICES
FOR INTERIM RATE STUDY OF WATER AND WASTER WATER
AND YEARLY RATE STUDIES FOR FOUR (4) ADDITIONAL YEARS
•
a
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES . . 2
1. 1 CITY . . . . . . . . . . . . . . . . . . . . . . 2
1. 2 CITY COMMISSION . . . . . . . . . . . . . . . . 2
1. 3 CITY MANAGER . . . . . . . . . . . . . . . . . . 3
1. 4 PROPOSAL DOCUMENTS . . . . . . . . . . . . . . . 4
1. 5 CONSULTANT . . . . . . . . . . . . . . . . . . . 4
1. 6 BASIC SERVICES . . . . . . . . . . . . . . . . . 5
1.7 FORCE MAJEURE . . . . . . . . . . . . . . . . . 5
1.8 ADDITIONAL SERVICES . . . . . . . . . . . . . . 6
1. 9 SCHEDULES . . . . . . . . . . . . . . . . . . . 6
ARTICLE 2 . BASIC SERVICES . . . . . . . . . . . . . . . . . 6
2 . 1 SCOPE OF WORK. . . . . . . . . . . . . . . . . . . 6
2 . 2 RESPONSIBILITY FOR CLAIMS AND LIABILITY
FOR ADDITIONAL SERVICES. . . . . . . . . . . . . . 6
2 . 3 ADDITIONAL SERVICES. . . . . . . . . . . . . . . . . 7
2 . 4 TIME. . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 3 . THE CITY 'S RESPONSIBILITIES . . . . . . . . . 8
ARTICLE 4 . DIRECT PERSONNEL EXPENSES . . . . . . . . . . . 9
ARTICLE 5. REIMBURSABLE EXPENSES . . . . . . . . . . . . 10
ARTICLE 6. PAYMENTS TO THE CONSULTANT . . . . . . . . . . 10
ARTICLE 7 . CONSULTANT'S ACCOUNTING RECORDS . . . . . . . . 11
ARTICLE 8 . OWNERSHIP AND USE OF DOCUMENTS 11
ARTICLE 9 . TERMINATION OF AGREEMENT . . . . . . . . . . . 12
9 . 1 RIGHT TO TERMINATE. . . . . . . . . . . . . . 12
9 . 3 TERMINATION FOR CAUSES. . . . . . . . . . . . 13
9 . 4 TERMINATION FOR CONVENIENCE NON-EXCLUSIVE PROVISIONS 13
9 . 5 IMPLEMENTATION OF TERMINATION. . . . . . . . 14
9 . 6 NON-SOLICITATION. . . . . . . . . . . . . . . . 14
6
ARTICLE 10. MISCELLANEOUS PROVISIONS 14
ARTICLE 11. EXTENT OF AGREEMENT . . . . . . . . . . . . 15
ARTICLE 12 . BASIS OF COMPENSATION . . . . . . . . . . . 15
12 . 1 GENERAL. . . . . . . . . . . . . . . . . . . 15
12 . 2 COMPENSATION FOR SERVICES. . . . . . . . . 15
ARTICLE 13 . INSURANCE . . . . . . . . . . . . . . . . . 17
ARTICLE 14 . INDEMNIFICATION . . . . . . . . . . . . . . 17
ARTICLE 16. ADDITIONAL CONDITIONS . . . . . . . . . . . 18
SCHEDULE A CONSULTANT HOURLY COMPENSATION RATE. . . . . 20
SCHEDULE B CONSULTANT HOURLY COMPENSATION RATE FOR
SUB-CONSULTANTS. . . . . . . . . . . . . . . . 21
SCHEDULE C SCOPE OF WORK. . . . . . . . . . . . . . . . . 2 2
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CAMP DRESSER AND MCKEE, INC.
FOR
PROFESSIONAL ENGIN G
• ; __ a _ ;I RATE ST ! OF W TE1. ' ASTE WAT -R
AND YEARLY RATE STUDIES FOR FOUR (4) ADDITIONAL YEARS
THIS CONTRACT made and entered into this 30th day of
July , 1990 by and between the CITY OF MIAMI BEACH, a
municipal corporation existing under the laws of the State of
Florida (hereinafter referred to as "City" or "Owner") , having its
principal offices at 1700 Convention Center Drive, Miami Beach,
Florida and Camp Dresser and McKee, Inc. , a Massachusetts
corporation, whose address is 800 Brickell Avenue, Suite 710,
Miami, Florida 33131 (hereinafter referred to as "Consultant") .
WITNESSET H:
WHEREAS, the City intends to review current rates charged for
water and waste water; and
WHEREAS, the Consultant desires to contract with the City for
performance of engineering and accounting professional services
relative to this project as more particularly hereinafter set
forth, for rate studies, all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in consideration of the
mutual covenants and agreements herein contained, agree as follows:
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ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES
1. 1 CITY The "City" or "Owner" shall mean the City of Miami
Beach and is a Florida municipal corporation having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida
33139 . The City, as a governmental entity, is subject to the
availability of funds and appropriation of funds by its legislative
body and other governmental authorities or sources of revenue, in
an amount to allow continuation of its performance under this
Agreement. In the event of lack of funding for this agreement or
this project, this Agreement may be terminated by the City pursuant
to the procedure set forth in Article 9.
1. 2 CITY COMMISSION
"City Commission" shall mean the governing and legislative
body of the City. The City Commission shall be the final authority
to do or to approve the following actions or conduct by passage of
an enabling resolution or amendment to this Agreement.
1. 2 . 1 The City Commission shall be the body to consider,
comment upon, or approve of any amendments or modifications to this
Agreement.
1. 2 . 2 The City Commission shall be the body to consider,
comment upon, or approve any assignment, sale, transfer or
subletting of this Agreement or any interest therein and any
subcontracts made pursuant to this Agreement. Assignment and
transfer shall be defined to include sale of the majority of the
stock of a corporate Consultant.
1. 2 . 3 All City Commission approvals and authorizations
shall be expressed by passage of an appropriate enabling resolution
and, if an amendment, by the execution of an appropriate amendment
to this Agreement.
1.2 . 4 The City Manager shall review, approve, disapprove
or otherwise comment upon the Consultant' s Design and Construction
Documents after they are submitted to the City by the Consultant.
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1. 2 . 5 The City Commission shall hear appeals from the
administrative decision of the City Manager upon the Consultant' s
written request, in which case the Commission' s decision shall be
final.
1. 2 . 6 The City Commission shall approve or consider all
change orders which exceed the sum of ten thousand dollars
($10, 000. 00) (or other such amount as may be specified by the City
of Miami Beach Purchasing Ordinance, as amended) .
1. 3 CITY MANAGER
The "City Manager" shall mean the chief administrative
officer of the City. The City Manager shall be construed to
include any duly authorized designees including a Project
Coordinator and shall serve as the City's representative to whom
administrative requests for approvals shall be made and who shall
issue authorizations (exclusive of those authorizations reserved
to the Commission) to the Consultant. These authorizations shall
include, without limitation: reviewing, approving, or otherwise
commenting upon the schedules, plans, reports, estimates, contracts
and other documents submitted to the City by the Consultant.
1. 3 . 1 The City Manager shall decide, in his professional
discretion, matters arising pursuant to this Agreement, which are
not otherwise expressly provided for in this Agreement, and he
shall attempt to render administrative decisions promptly to avoid
unreasonable delay in the progress of the Consultant' s work.
1. 3 . 2 The City Manager shall additionally be authorized but
not required at the request of the Consultant to reallocate monies
already budgeted towards payment of the Consultant, providing,
however, that he cannot increase the Consultant' s compensation or
other budgets established by this Agreement. The City Manager, in
his administrative discretion, may consult with the City Commission
concerning disputes or matters arising under this Agreement
regardless of whether such matters or disputes are enumerated
herein.
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The City Manager shall additionally be the sole representative of
the City authorized to issue a notice to proceed as referenced in
Article 2 herein. The City Manager may consider, comment upon or
approve modifications in accordance with applicable laws and
ordinances.
1. 3 . 3 The City Manager may approve change orders which do not
exceed the sum of ten thousand dollars ($10, 000. 00) (or other such
amount as may be specified by the City of Miami Beach Purchasing
Ordinance, as amended) and which do not increase any of the budgets
established herein.
1. 3 .4 The City Manager may, in his sole discretion, form
a committee or committees, or inquire of or consult with persons
for the purpose of receiving advice and recommendations relating
to the exercise of his powers, duties and responsibilities under
this Agreement.
1. 4 PROPOSAL DOCUMENTS
"Proposal Documents" shall mean the Request for letter of
intent, (RFLI) No. 23-89/94 for "Professional Engineering and
Accounting for Interim Rate Study of Fee Charged for Water and
Wastewater and Rate Studies for Four (4) Additional Years" in
contemplation of this Agreement, together with all amendments
thereto, if any, and the Consultant's proposal in response thereto
("Proposal") which are deemed as being incorporated by reference
in this Agreement and made a part hereof; prcvided, however, that
in the event of an express conflict between the Proposal Documents
and this Agreement, this Agreement shall prevail.
1. 5 CONSULTANT
The "Consultant" is herein defined as Camp Dresser and McKee,
Inc. , a Massachusetts corporation, whose address is 800 Brickell
Avenue, Suite 710, Miami, Florida 33131.
1. 5. 1 All engineers required by the needs of this project
shall be duly licensed and admitted to practice engineering in this
state pursuant to Chapter 471, Florida Statutes, and additionally
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possessing the requisite occupational licenses from the City and
the County. All engineers required by the needs of this project
shall be duly licensed and certified by the State of Florida to
engage in the practice of engineering in this State. All special
inspectors, if any, required by the needs of this project shall be
duly certified, licensed and registered under Chapter 471, Florida
Statutes, as an engineer, or under Chapter 481, as an architect,
and shall additionally possess the requisite occupational license
from the City and the County.
1. 5. 2 The Consultant shall be liable for the Consultant's
services, responsibilities and liabilities under this Agreement and
the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the
direction or control of the Consultant. When the term "Consultant"
is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the
direction or control of Consultant.
1. 6 BASIC SERVICES
"Basic Services" shall include all professional services of
normal civil engineering and accounting services for the
preparation of an interim rate study.
1.7 FORCE MAJEURE
"Force Majeure" shall mean any delay occasioned by superior
or irresistible force occasioned by violence in nature without the
interference of human agency such as hurricanes, tornados, flood
and total loss caused by fire and other similar unavoidable
casualties, changes in federal, state or local laws, ordinances,
codes or regulations, enacted after the date of this Agreement and
having a substantial impact on the project, or other causes beyond
the Consultant' s control or by any other such causes which the
Consultant and the City Commission decide in writing justify the
delay. Provided, however, that market conditions, labor conditions,
construction industry price trends and similar matters which
normally impact on the bidding process shall not be considered a
Force Majeure.
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1. 8 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in
Section 2 . 3 herein, which have been duly authorized in writing by
the City Manager.
1. 9 SCHEDULES
"Schedules" shall mean the various schedules attached to this
Agreement and referred to in the Agreement, and are as follows:
Schedule A -- The schedule of hourly rates of compensation for
the Consultant for Additional services, as submitted by the
Consultant and approved by the City.
Schedule B -- The schedule of hourly rates of compensation
for the Consultant' s sub-consultants for Additional services as
submitted by the Consultant and approved by the City. Amendments
to any City approved hourly rates schedule shall require the same
formalities as amendments to the contract itself.
Schedule C -- The Scope of Work for the initial Rate Study
ARTICLE 2 . BASIC SERVICES
2 . 1 SCOPE OF WORK
2 . 1. 1 The Consultant shall provide Basic Service as set
forth in the Scope of Work attached hereto as Schedule C.
2 . 1. 2 Scope of Work for Additional Rate Reviews
The Consultant shall, after written notice by the
City Manager, prepare a revised and updated rate study by
collection of updated data as described in Schedule C, Task 1
through 7, and will assist in the development and estimates of cost
for capital improvements Schedule C. Compensation for this service
shall be approved by the City in accordance with Section 12 . 2 . 1,
Section 12 . 2 . 3 , and Section 12 . 3 . 4 .
2 . 2 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2 . 2 . 1 Approval by the City shall not constitute nor be
deemed a release of the responsibility and liability of the
Consultant, his employees, sub-contractors, agents and consultants
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for the accuracy and competency of their working specifications or
other documents and works; nor shall such approval be deemed to be
an assumption of such responsibility by the City for a defect or
omission in working specifications or other documents prepared by
the Consultant, his employees, sub-contractors, agents and
consultants. However, the Consultant shall be entitled to rely
upon the accuracy and validity of decisions and information
furnished by the City.
2 . 3 ADDITIONAL SERVICES
Unless specifically provided for in a written Order, the
following services are not included in Basic Services. Any
additional service must be authorized in writing by a City
Commission Resolution or by the City Manager in advance of its
performance, and may be paid for as a multiple of direct personal
expense, as hereinbefore provided. Additional services will
consist of the following services.
2 . 3 . 1 Preparing to serve or serving as an expert witness in
connection with any public hearing, arbitration proceeding or legal
proceeding.
2 . 3 . 2 Preparing documents or supplemental work, or to
accommodate conditions initiated at the City' s request and outside
the Scope of the Work specified in Schedule C.
2 . 3 . 3 Providing planning, programming, program
investigating and evaluation services, economic studies,
feasibility studies, etc.
2 . 3 . 4 Providing such other professional services to the
City relative to these Projects which arise from subsequent
circumstances and causes (excluding circumstances and causes
resulting from error, inadvertence or omission of the Consultant)
which do not currently exist or which are not contemplated by the
parties at the time executing this agreement. Services provided
for by this subsection must be approved by a City Commission
Resolution or by the City Manager before such services are
rendered.
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2 . 4 TIME
It is understood that time is of the essence in the
completion of this project, and in this respect the parties agree
as follows:
The draft letter reports will be submitted to the
City within 30 calendar days after receipt of all
data requested from the City. The final letter
reports will be submitted to the City within 10
calendar days after receipt of the City' s written
review comments.
2 .4 . 1 The Consultant shall perform Basic and Additional
Services as expeditiously as is consistent with the standard of
professional skill and care required by this agreement and the
orderly progress of the work. The Consultant may submit to the City
adjustments to this schedule made necessary by undue time taken by
the City to approve the Consultant' s submissions, and/or excessive
time taken by the City to approve the work or parts of the work.
The City shall not unreasonably refuse to approve such adjustment
to the time schedule if the request is made in a timely manner and
is fully justified. This schedule, when approved by the City, shall
not, except for reasonable cause, be exceeded by the Consultant.
2 .4 . 2 The parties agree that the Consultant' s services
during all phases of this project will be performed in a manner
which shall conform with the approved schedule, as may be amended.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3 . 1 The City has provided Consultant with the Project goals
and design elements as set forth in the RFLI and in Schedule C
herein, and shall provide consistent with the foregoing described
goals such additional requirements for the Project as may be
necessary, including space requirements and relationships,
flexibility and expendability, special equipment and systems and
the other requirements.
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3 . 2 The City Manager shall designate a representative
defined as the City' s Project Coordinator authorized to act in the
City' s behalf with respect to the Project. The City' s Project
Coordinator shall examine the documents submitted by the Consultant
and shall transmit written decisions pertaining thereto promptly,
to avoid unreasonable delay in the progress of the Consultant's
services.
3 . 3 In the City's sole discretion, the City may furnish
legal, accounting and insurance counseling services as may be
required at any time for the Project, including such auditing
services as the City may require to verify.
3 .4 If the City observes or otherwise becomes aware of any
fault of defect in the Project or nonconformance with the contract
documents, prompt written notice thereof shall be given by the City
to the Consultant.
3 . 5 The City shall furnish required information and services
and render approvals and decisions in writing as expeditiously as
necessary for the orderly progress of the Consultant ' s services and
of the Work. No approvals required by City during the various
phases of the Project shall be unreasonably delayed or withheld;
provided that City shall at all times have the right to approve or
reject the proposed submission of Consultant on any reasonable
basis.
ARTICLE 4 . DIRECT PERSONNEL EXPENSE
4 . 1 For Additional Services rendered under this Agreement,
the Consultant and its sub-consultants, if any, shall be reimbursed
on the basis of the hourly rates set forth in Schedules A and B.
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ARTICLE 5. REIMBURSABLE EXPENSES
5. 1 Reimbursable expenses are in addition to the compensation
for basic and additional services and include actual expenditures
made by the Consultant and the Consultant' s employees and
consultants in the interest of the Project for the expenses listed
in the following subparagraphs.
All reimbursable expenses pursuant to this article, must be
authorized in advance by the City Manager or the City' s Project
Coordinator. Invoices or vouchers for reimbursable expenses shall
be submitted along with supporting receipts, and other back-up
material reasonably requested by City, by the Consultant to the
City, and Consultant shall certify as to each such invoice that the
amounts and items claimed as reimbursable are "true and correct and
in accordance with the Contract" . Expenses subject to
reimbursement in accordance with the above procedures are as
follows:
All expenses by the Consultant are included within the lump
sum figures set forth in Section. Special charts and graphs
would be subject to reimbursement.
5. 1. 1 If authorized in advance by the City Manager or the
City' s Project Coordinator, expense of overtime work requiring
higher than regular rates not caused by Consultant or part of
Consultant' s Basic Services, special consulting services, if any,
or other services.
ARTICLE 6. PAYMENTS TO THE CONSULTANT
6. 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
6. 1. 1 Payments for Services shall be made monthly upon
presentation and receipt of Consultant' s invoice or statement.
When compensation is made on the basis of a lump sum, then payments
shall be made in proportion to the service performed in each phase
so that the payments for Basic Compensation for each phase shall
equal .
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6. 2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES
6. 2 . 1 Payment on account of the Consultant' s additional
services as defined in Section 2 . 3 and for reimbursable expenses
defined in Article 6 shall be made within forty-five (45) days of
presentation of the Consultant's detailed statement or invoice of
services rendered or expenses incurred which shall be rendered in
duplicate to the City Manager.
6. 3 PROJECT SUSPENSION OR TERMINATION
6. 3 . 1 Upon written notice to Consultant, the City shall
have the right to suspend or terminate the service called for in
this Agreement. If the project is suspended or abandoned in whole
or in part for more than three (3) months, the Consultant shall be
compensated for all services performed prior to receipt of written
notice from the City of such suspension or such abandonment,
together with reimbursable expenses then due. If the project is
resumed after being suspended for more than three (3) months, the
Consultant' s compensation shall be equitably adjusted including any
necessary start-up costs.
6. 4 No deduction shall be made from the Consultant's
Compensation on account of sums withheld from payments to
Contractors.
ARTICLE 7 . CONSULTANT'S ACCOUNTING RECORDS
7 . 1 Records of reimbursable expenses and expenses pertaining
to additional services and services performed on the basis of a
multiple of direct personnel expense shall be kept on the basis of
generally accepted accounting principles and shall be available to
the City and the City's authorized representatives at mutually
convenient times and location.
ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS
8 . 1 All reports will be prepared and submitted by Consultant
to City for approval.
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8 . 2 All documents including, but not limited to, estimates,
specifications, investigations and studies completed or partially
completed, shall become the property of the City upon the
completion or termination of each project.
ARTICLE 9. TERMINATION OF AGREEMENT
9 . 1 Right to Terminate
The City may terminate this Agreement for cause in the
event that : (1) the Consultant willfully violates any provisions
of this Agreement or performs same in bad faith, or (2)
unreasonably delays the performance of the Services, upon notice
to the Consultant in writing seven (7) days prior to termination.
Payment for Services performed shall then be made in accordance
with Schedule A and B herein.
9. 2 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO
TERMINATE GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS
AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS
SOLE OPTION AT ANY TIME FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT
PENALTY, WHEN IN ITS SOLE DISCRETION IT DEEMS SUCH TERMINATION IS
IN THE BEST INTEREST OF THE CITY. PAYMENT FOR SERVICES
SATISFACTORILY PERFORMED AND FOR DELIVERY OF DOCUMENTS SHALL BE IN
ACCORDANCE WITH ARTICLE 12 . 2 . 4 HEREIN.
The Consultant may terminate this Agreement for cause in the
event that the City, acting through its Project Coordinator or
otherwise, willfully violates any provisions of this Agreement or
unreasonably delays payment for the Services, upon written notice
to the City thirty (30) days prior to termination. In that event,
payment for Services satisfactorily performed prior to the date of
termination shall be made in accordance with Article 10. 3 herein.
The Consultant shall have no right to terminate this Agreement for
convenience of the Consultant, without cause.
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.
9.3 Termination for Cause
In the event this Agreement is terminated by City for
cause, the City, acting through the City Manager, may take over the
Services and complete them, by contracting with another
Consultant(s) or otherwise, and in such event, the Consultant shall
be liable to the City for any additional cost incurred by the city
due to such termination. "Additional Cost" is defined as the
difference between the actual cost of completion of such incomplete
Services and the cost of completion of such Services which would
have resulted from payments to the Consultant hereunder had the
Agreement not been terminated.
Payment for Services satisfactorily performed by the
Consultant prior to receipt of notice of Termination for Cause, and
accepted by the City, shall be made in accordance with Article 6. 1
herein.
Upon receipt of written notice of termination, the Consultant
shall, when directed by the City, promptly assemble and submit as
provided herein or as required in the written notice hereunder, all
documents including drawings, calculations, specifications,
correspondence, and all other relevant materials affected by such
termination.
In the event of Termination for Cause, no payments to the
Consultant shall be made: (1) for Services not satisfactorily
performed; and (2) for assembly or submittal of documents for the
Services performed satisfactorily or unsatisfactorily.
9.4 Termination for Convenience
Non-Exclusive Provisions
In the event the City causes abandonment, termination
or suspension of the Consultant's Services or parts thereof without
cause as provided in Article 9. 1 herein, the Consultant shall be
compensated for all Services rendered up to the time of receipt of
said abandonment, termination, or suspension, and for the assembly
and submittal to the City of affected documents for the Services
performed shall be in accordance with Article 1. 7 . 1 herein.
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9 . 5 Implementation of Termination
In the event of termination either for cause or for
convenience, the Consultant, upon receipt of the notice of
termination, shall: stop the performance of Services under this
Agreement on the date and to the extent specified in the notice of
termination; place no further orders or subcontracts except as may
be necessary for completion of any portion(s) of the Services not
terminated, and as authorized by the written notice; terminate all
orders and subcontracts to the extent that they relate to the
performance of the Services terminated by the notice of
termination; promptly assemble and submit as provided herein all
documents for the Services performed, including drawings,
calculations, specifications, correspondence, and all other
relevant materials affected by the termination; and complete
performance of any Services as shall not have been terminated by
the notice of termination.
9 . 6 Non-Solicitation
The Consultant warrants that it has not employed or
retained any company or person, other than an employee working
solely for the Consultant, to solicit or secure this Agreement; and
that it has not paid, nor agreed to pay any company or other person
any fee, commission, gift or other consideration contingent upon
the execution of this Agreement. For breach or violation of this
warranty, the City has the right to annul this Agreement without
liability to the Consultant for any reason whatsoever.
ARTICLE 10. MISCELLANEOUS PROVISIONS
10. 1 This Agreement shall be governed by the laws of the State
of Florida.
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.
ARTICLE 11. EXTENT OF AGREEMENT
11. 1 This Agreement represents the entire and integrated
agreement between the City and the Consultant and supersedes all
prior negotiations, representations or agreements, either written
or oral . This agreement may be amended only by written instrument
signed by both City and Consultant utilizing the same formalities
as were used for its adoption.
ARTICLE 12. BASIS OF COMPENSATION
12 . 1 GENERAL
The City shall compensate the Consultant for the scope of
services provided, in accordance with Article 12 . 2 , Payments to the
Consultant, and with the other terms and conditions of this
Agreement.
12 . 2 COMPENSATION FOR SERVICES
The Consultant shall be compensated for Services, Additional
Services and Reimbursable Expenses on the basis set forth below:
12 . 2 . 1 Waste Water Interim Rate Study as set forth in
Exhibit C shall be paid as a lump sum of thirteen thousand
($13 , 000 . 00) dollars. Additional Services of the Consultant shall
be compensated for on the basis of an hourly rate in accordance
with Schedule A - Consultant Hourly Compensation Rates and a
multiple of 1. 10 times the hourly rate charged to the Consultant
by its subconsultants as set forth in Schedule B - Subconsultant
Hourly Compensation Rate.
12 . 2 . 2 Water interim Rate Study as set forth in Exhibit C
shall be paid on a lump sum of thirteen thousand dollars
($13 , 000. 00) .
12 . 2 . 3 Any services not included in the provisions of the
agreement and its conditions may be carried out by the Consultant
following written authorization by the City.
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The City and Consultant shall negotiate a lump sum for rate reviews
for each of the additional four years.
12 . 2 .4 The hourly rate for compensation to the Consultant
by the City for Additional Services as defined in Article 2 shall
be as set forth in Schedule "A" and a multiple of 1.5 times the
hourly rate charged to the Consultant as forth in Schedule "B" , as
may be amended by written amendment. The term Additional Service
includes any work required and approved by the City including work
involving all or any consultants whether previously retained for
the work or not or whether participating as members with Consultant
or not, subject to the City's right to previously approve any
change in the consultants as set forth in this agreement.
12 . 3 For reimbursable expenses as described in Article 5,
the Consultant shall be paid the exact amounts expended by the
Consultant and consultants in the interests of the project subject
to the Consultant furnishing adequate documentation of the expense
and, if required, demonstrating to the satisfaction of the City
that the expense was in the interest of the project.
12 .4 Payments due the Architect and unpaid under this
Agreement shall bear interest from the date payment is due at 10%.
Payments will be considered due for purposes of the commencement
of interest, forty-five (45) days from receipt by the City of a
detailed statement or invoice unless City contests an item or items
set forth in the invoice.
12 . 5 The City and the Architect agree in accordance with the
terms and conditions of this Agreement that:
12 . 5. 1 IF THE SCOPE of the Project or the Consultant
services is changed substantially and materially, the amount of
compensation shall be equitably adjusted.
12 . 5. 2 IF THE ENTIRE SERVICES covered by this Agreement
have not been completed within twenty-four (24) months of the date
hereof, through no fault of the Consultants or its consultants, the
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amounts of compensation, rates and multiples set forth herein shall
be adjusted upwards to compensate for changes in the cost of living
by mutual agreement of the parties on the unspent fee balance.
ARTICLE 13. INSURANCE
The Consultant shall comply throughout the term of this
agreement with the insurance stipulated herein. It is agreed by
the parties that the Consultant shall not commence with this
project until proof of the following insurance coverage has been
furnished to the City. The Consultant will maintain in effect the
following insurance coverages:
(a) Architects and Engineers Professional Liability Insurance
in the amount of Three Hundred and Fifty Thousand ($350, 000. 00)
Dollars per occurrence on an occurrence form.
(b) Comprehensive General Liability Insurance in the amount
of $500, 000.00 Single Limit Bodily Injury and Property Damage
coverage for each occurrence, which will include products,
completed operations, and contractual liability coverages. The City
must be named as an additional insured on this policy.
(c) Worker' s compensation and employer's liability coverage
within the statutory limits of the State of Florida.
(d) Thirty (30) days prior written notice of cancellation or
substantial modifications in the insurance coverages must be given
by the Consultant to the City Manager.
(e) The insurance must be furnished by an insurance company
rated B+:VI or better, or its equivalent, according to Bests' Guide
Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida
and countersigned by the company' s Florida resident agent.
ARTICLE 14. INDEMNIFICATION
14 . 1 In consideration of a separate and specific
consideration of $10. 00 and other good and valuable consideration
the receipt of which is hereby acknowledged, the Consultant hereby
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agrees to indemnify, defend and hold the City and its employees,
agents and authorized representatives harmless with respect to any
and all costs, claims, damages and liability which may arise out
of the performance of this Agreement as a result of any negligent
acts, errors or omission of the Consultant, or the Consultants
sub-consultants, if any, or any other person or entity under the
direction or control of Consultant. The Consultant shall pay all
claims and losses arising out of Consultant's negligent acts,
errors or omissions and shall defend all suits, in the name of the
City, its employees, agents and authorized representatives when
applicable, including appellate proceedings, and shall pay all
costs, judgments and attorneys ' fees which may issue thereon.
ARTICLE 15. ADDITIONAL CONDITIONS
15. 1 The parties each hereby bind themselves, their
successors, assigns and legal representatives to each other with
respect to the terms of the contract. Neither party shall assign,
sell, pledge or otherwise transfer this contract or any portion
thereof, without written authorization and consent of the other
party to this Agreement. The parties agree that the Consultant' s
services are unique in nature and that the Consultant may only
receive such authorization by way of a City Commission resolution.
15. 2 The Consultant, its consultants, agents and employees
and sub-contractors, shall comply with all applicable federal,
state and county laws, the charter, related laws and ordinances of
the City of Miami Beach, and with all applicable rules and
regulations promulgated by local, state and national boards,
bureaus and agencies as they relate to this project.
15. 3 This Agreement shall be enforceable in Dade County,
Florida, and if legal action is necessary by either party with
respect to the enforcement of any or all of the terms or conditions
herein exclusive venue for the enforcement of same shall lie in
Dade County, Florida.
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15. 4 All written notices given to City by Consultant shall
be addressed to the City Manager, City of Miami Beach, 1700
Convention Center Drive, Miami Beach, Florida 33139, with a copy
to the City Attorney, 1700 Convention Center Drive, Miami Beach,
Florida 33139 . All written notices from the City to the Consultant
shall be addressed to the Consultants, Camp Dresser and McKee,
Inc. , 800 Brickell Avenue, Suite 710, Miami, Florida 33131. All
notices mailed by either party shall be deemed to be sufficiently
transmitted if sent by certified mail, return receipt requested.
IN WITNESS WHEREOF, the parties hereto have hereunto caused
these presents to be signed in their names by their duly authorized
officers and principals, attested by their respective witnesses and
City Clerk on the day and year first hereinabove written.
ATTEST: CITY OF MIAMI BEACH
/ 2,e_eq,41,-(11
.r► B y: //
CITY CLERK
FORM APPROVED CONSULTANT:
LEGAL DEPT. CAMP DRESSER AND MCKEE, INC.
By 6c6
22
Date By: r
(Signature)
E . Lawrence Adams , Jr .
(Type Name of Person Signing)
WITNESS
R,i,—.Lys_,L)__
(Signature)
CORPORATE SEAL
Richard M. Doherty
(Type Name of Person Signing)
EJD:ses
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EXHIBIT "A"
CONSULTANT HOURLY MIPENSATION RATES
Effective July 1, 1990
The following hourly rates include overhead and profit:
Hourly Billing Rate
Vice President $150
Associate $125
Principal $115
Senior Engineer $ 75 - 85
Staff Engineer $ 50 - 60
Contract Administrator $ 35
Clerical $ 20 - 25
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.
EXHIBIT "B"
RACHLIN & COHEN, CPAs
HOURLY RATES OF COMPENSATION FOR
SUB-CONSULTANTS
Effective July 1, 1990
Hourly Billing Rate
ACCOUNTING AND AUDITING
Senior Managers $ 105 - $ 150
Managers 100 - 120
Supervisor 65 - 90
Seniors 55 - 70
Staff Accountants 48 - 50
SPECIALISTS - TAX
Managers $ 100
Supervisors 85
Staff Accountants 50
DIRECTORS
Tax, Senior and Specialty $ 175 - $ 200
Practice 165 -- 190
ADMINISTRATIVE
Para-Professionals $ 25
Processing and Proof-reading 20
Copies .25 Cents Each
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SCHEDULE C
SCOPE OF WORK
Scope of Work for Interior Rate Study
TASK 1 Data Collection and Review
The City will collect and convey to the Consultant the necessary
data to perform the Rate Study. After the data has been reviewed,
any deficiencies will be noted and additional data requested. It
is expected that the following data will be necessary:
o Detailed line item budget of revenues and expenditures
for the water and wastewater systems for Fiscal Year
1989-90. The line item budget should clearly indicate
if the items relate strictly to the water system, or to
both systems combined. Budgeted revenues for wholesale
water and wastewater service should be provided for each
entity individually.
o A copy of each contract the City has in effect with other
jurisdictions or entities for water and/or wastewater
service. This includes the contract(s) with the Miami
Dade Water and Sewer Authority and each wholesale water
and wastewater service customer.
o A copy of the prevailing schedule of water and wastewater
rates and charges, both for wholesale and for retail
service customers. With respect to large users, a copy
of monthly billings for the most recent 12 months.
o Projected flows from large users for the fiscal year
commencing October 1, 1989 ("Fiscal Year 1990") .
TASK 2 Determination of Revenue Requirements for the Water
System and Across-the-Board Percentage Increase Required
Based on the Fiscal Year 1990 budget, the individual
components of revenue requirements will be determined and
totalled.
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These components are: operation and maintenance (O&M)
expenses; debt service costs, including appropriate
considerations for coverage requirements; renewal and
replacement needs; and, capital projects. From the total
revenue requirements will be deducted offsetting revenues
to yield the net revenues required from water rates.
Offsetting revenues consist of miscellaneous income from
ancillary charges, allowable interest earnings, and
capital reserves (if any) . The net revenues required
from water rates will be divided by the budgeted revenues
from water rates for Fiscal Year 1990 to yield an overall
percentage increase required for water rates.
TASK 3 Determination of Rate Increases for Water System
Wholesale Customer
The Contract the City has in effect with the City of
Surfside for provision of water service will be reviewed
to determine the extent to which costs for Fiscal Year
1990 can be recovered from these customers. Based on
this review of the contract and the water system revenue
requirements as developed in Task 2 , recommendations will
be made for across the board adjustments to the wholesale
charges.
TASK 4 Determination of Revenue Requirements for the Wastewater
System and Across-The-Board Percentage Increase Required
Based on the Fiscal Year 1990 budget, the individual
components of revenue requirements for the wastewater
system will be determined and totalled. These components
are: operation and maintenance (O&M) expenses; debt
service costs, including appropriate considerations for
coverage requirements; renewal and replacement needs;
and, capital projects. From the total revenue
requirements will be deducted offsetting revenues to
yield the net revenues required from wastewater user
charges.
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Offsetting revenues consist of miscellaneous income from
ancillary charges, allowable interest earnings, and
capital reserves. The net revenues required from
wastewater user charges will be divided by the budgeted
revenues from wastewater user charges for Fiscal Year
1990 to yield an overall percentage increase required for
the user charges.
TASK 5 Determination of Increases For Wastewater System Large
Users
Each contract the City has in effect with other
jurisdictions for provision of wastewater service will
be reviewed to determine the extent to which costs for
Fiscal Year 1990 can be recovered from these customers.
Based on this review of contracts and the wastewater
system revenue requirements as developed in Task 4 ,
recommendations will be made for across-the-board
adjustments to the Larger User charges.
TASK 6 Draft Letter Reports
Draft letter reports (five copies each) will be prepared
separately for the water and sewer analyses, and
submitted to the City for review and comment. After the
draft reports have been reviewed, a meeting will be held
with the City to receive comments and answer questions.
TASK 7 Final Letter Reports
After the City' s review comments have been received, they
will be incorporated into the final letter reports, and
will then be submitted (five copies each) to the City.
TASK 8 Meetings with the City
Included in the budget for this study are one data
collection/ review meeting, one meeting to review the
draft letter reports, and one meeting to formally present
the fiscal letter reports to the City.
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ORIGIYAL
RESOLUTI:JN NO. 90-20045
Authorizing the Mayor and City Clerk to
execute an agreement with Camp Dresser &
McKee, Inc. , for professional engineering
and accounting services to perform an
interim rate study for water and waste
water and to perform rate studies on a
yearly basis for four (4) additional years
ti