HomeMy WebLinkAboutR-2025-087 Agreement with Metric Engineering - CEI Services for SE Drainage Project IIRESOLUTION NO. 2025-087
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH METRIC ENGINEERING INC. FOR THE SOUTHEAST DRAINAGE PHASE II CONSTRUCTION, ENGINEERING, AND INSPECTION (“CEI”) SERVICES PURSUANT TO
REQUEST FOR QUALIFICATIONS (“RFQ”) NO. 25-008 IN THE AMOUNT
OF NINE HUNDRED NINETY-THREE THOUSAND NINE-HUNDRED FIFTY DOLLARS ($993,950.00); PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Dania Beach will soon begin Phase II of the Southeast Drainage
Retrofit Project to improve drainage in the Southeast area of the City; and
WHEREAS, due to federal grant funding for the construction, the City must use an
engineer to provide Construction, Engineering, and inspection (CEI) services (the “Services”)
separate from the engineering firm that designed the project: and
WHEREAS, on March 5, 2025, the City Commission issued RFQ No. 25-008 for the
services, and the selection committee ranked Metric Engineering, Inc. highest among all
respondents; and
WHEREAS, on May 27, 2025, the City Commission adopted Resolution No. 2025-081
approving the ranking of CEI firms and authorized the proper City officials to negotiate a contract
with the highest-ranked firm Metric Engineering, Inc.; and
WHEREAS, the Public Services Department negotiated a contract with Metric
Engineering, Inc. in the amount of $993,950.00 comprised of $965,000.00 for CEI Services and
$28,950.00 in Contingency funds; and,
WHEREAS, the City administration recommends that the City Commission approve the
execution of a contract with Metric Engineering, Inc. for the Services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the above “Whereas” clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
RESOLUTION #2025-087 2
Section 2. That the City Commission authorizes the proper City officials to execute
contract for CEI services associated with the construction of the Southeast Drainage Retrofit
Project Phase II with Metric Engineering, Inc. in the amount of Nine Hundred Ninety-Three
Thousand Nine Hundred Fifty Dollars ($993,950.00).
Section 3. That Funding will be appropriated from the Stormwater Account Number
303-38-14-538-63-10.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 5. That this Resolution shall be effective 10 days after passage.
PASSED AND ADOPTED on June 24, 2025.
Motion by Vice Mayor Salvino, second by Commissioner Lewellen.
FINAL VOTE ON ADOPTION: Unanimous X
Yes No
Commissioner Lori Lewellen ____ ____
Commissioner Luis Rimoli ____ ____
Commissioner Archibald J. Ryan IV ____ ____
Vice Mayor Marco Salvino ____ ____
Mayor Joyce L. Davis ____ ____
ATTEST:
ELORA RIERA, MMC JOYCE L. DAVIS
CITY CLERK MAYOR
APPROVED AS TO FORM AND CORRECTNESS:
EVE A. BOUTSIS CITY ATTORNEY
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AGREEMENT FOR CONSTRUCTION ENGINEERING SERVICES
FOR THE SOUTHEAST DRAINAGE PROJECT, PHASE II
This Agreement for Construction Engineering Services (“CEI”) for the Southeast
Drainage Project (the “Agreement”) is made and entered into on _____________, 2025, by and between the City of Dania Beach, Florida, (the “City”), a Florida municipal corporation, located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004, and Metric Engineering Services, Inc. (the “Consultant”) a Florida corporation whose principal
place of business is 13940 SW 136 Street, Suite 200, Miami, Florida 33186.
RECITALS: WHEREAS, pursuant to a competitive selection process in compliance with section
287.055, Florida Statutes, known as the Consultant Competitive Negotiation Act, the City
has selected the Consultant to provide professional CEI services as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and agreed upon by the parties, City and Consultant hereby agree as follows:
SECTION 1. AGREEMENT DOCUMENTS The “Agreement Documents” means and includes the following: 1. Agreement (Executed) shall consist of the following documents, provided, however
that if there is any conflict between the terms of the Agreement and the various
components, including but not limited to the Consultant’s response to City, the Agreement is controlling. 2. City’s Request for Qualifications (“RFQ”) 25-008 is Attachment A. 3. Consultant’s Proposal i.e., response to RFQ 25-008 is Attachment B. 4. Grant agreements. This project will be partially funded by federal funds and as such Proposers should consider the compliance requirements contained in the Federally
Funded Subaward and Grant Agreement, Agreement Number 4337-494-R between the
City of Dania Beach and the Florida Division of Emergency Management, the grant requirements of which are provided as Attachment ‘C’; and Grant Agreement, Agreement Number 22FRP21 between the City of Dania Beach and the Florida Department of Environmental Protection, which I requirements are provided as
Attachment “D”. The Respondent must carefully review and become familiar with the
Grant Agreements conditions that govern this Agreement. All state and federal requirements (2 CFR §200.318 through 2 CFR §200.327) contained within the grant agreement are applicable to the respondent.
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5. Consultant Services Authorization
Any and all Agreement Modifications, Renewals or Extension issued subsequent to the
execution of this Agreement and in accordance with the terms and conditions of this Agreement. The aforementioned documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement and repeated herein. The Services are identified and described in Attachment A (the Request for Qualifications RFQ #25-008),
which Attachment is incorporated by reference into this Agreement.
SECTION 2. SCOPE OF SERVICES AND RESPONSIBILITIES
1. The Consultant shall perform all of the work required and all Services set forth in the
attached RFQ 25-008, and as further set forth in Attachment A and Attachment B (the
Consultant’s RFQ response), including all necessary, incidental, and related activities required
for full and complete performance of this Agreement, as well as compliance with applicable
laws and City policies (the “Scope of Services”).
2. This Agreement does not delineate every detail and minor work task required to be performed
by Consultant to complete the Project. If Consultant determines that work should be performed
to complete the Project and, in Consultant’s opinion, that work is outside the level of effort
originally anticipated, whether or not the Scope of Services identifies the work items, Consultant
shall notify the Contract Administrator in writing in a timely manner before proceeding with the
work. If Consultant proceeds with such work without notifying the Contract Administrator, the
work shall be deemed to be within the original level of effort, whether or not specifically
addressed in the Scope of Services. Notice to the Contract Administrator does not constitute
authorization or approval by City to Consultant to perform the work. Any such work that would
entail additional compensation to Consultant by City, or additional time for performance, shall
require an amendment to this Agreement or a Work Authorization. Unless there is an executed
amendment or Work Authorization or a dispute any work performed by Consultant outside the
originally anticipated level of effort without prior written City approval shall be at no
additional cost to the City.
3. Attachment A identifies the initial services related to the Project, and additional
negotiations may be required for other phases or additional services. City and Consultant may
negotiate additional services, compensation, time of performance, and other related matters,
including for other phases of the Project. Notwithstanding the foregoing, City shall have the
right to terminate negotiations at any time at no cost to City and procure services for other
Project phases from any other source.
4. City shall assist Consultant by placing at Consultant’s disposal all information City has
available pertinent to the Project, including previous reports and any other data relative to the
Project. City shall arrange for access to, and make all provisions for, Consultant to enter upon
public and private property as required for Consultant to perform its Services. City shall review
any itemized deliverables and documents required to be submitted by Consultant and respond in
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writing with any comments within the time set forth in Attachment A. City shall give prompt
written notice to Consultant whenever City observes or otherwise becomes aware of any material
defect in the work of Contractor or Subconsultants, or other material development that affects the
scope or timing of Consultant’s Services.
5. Consultant has familiarized itself with the nature and extent of the Agreement
Documents for the Services to be performed, locality and all local conditions, facilities
and laws and regulations and has resolved all issues, problems and conflicts prior to
commencing any activity under this Contact.
6. Consultant agrees and understands that the City will compensate the Consultant only
for services provided pursuant to the Agreement Documents and, that all cost incurred
by the Consultant to perform services is the sole responsibility of the Consultant unless
otherwise specified by the terms and conditions of the Agreement Documents.
A. Consultant’s Responsibilities
1. Consultant shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a professional under similar circumstances and provide professional CEI services to complete the scope of services to the satisfaction of the City for the duration of the Agreement. Consultant shall, at no additional cost to the
City, re-perform services which fail to satisfy the foregoing standard of care.
2. Warranty of Performance. Consultant represents and warrants that it possesses the knowledge, skill, experience, and financial capability required to perform and provide all required and optional
Services under this Agreement, and that each person and entity that will provide Services is duly qualified to perform such services by all appropriate governmental authorities, where required, and is sufficiently experienced and skilled in the area(s) for which such person or entity will render such Services. Consultant represents and warrants that the Services shall be performed in a skillful and
respectful manner, and that the quality of all such services shall equal or exceed prevailing industry
standards for the provision of such services.
3. Breach of Representations. Consultant acknowledges that City is materially relying on the representations, warranties, and certifications of Consultant stated in this article, and City shall be
entitled to exercise any or all of the following remedies if any such representation, warranty, or
certification is untrue: (a) recovery of damages incurred; (b) termination of this Agreement without any further liability to Consultant; (c) set off from any amounts due Consultant the full amount of any damage incurred; and (d) debarment of Consultant. 4. The Services required under this Agreement are to be performed by Consultant are those
set forth in the Agreement Documents.
5. The Services required under this Agreement shall commence upon receipt and acceptance of a Notice to Proceed.
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6. The Consultant agrees to obtain and maintain throughout the period of this Agreement all such insurance and licenses as are required by the Agreement Documents and those
required to do business in the State of Florida, including, but not limited to, all applicable
licenses required by the respective state boards and other federal/state/local governmental agencies responsible for regulating and licensing for the Services to be provided and performed by the Consultant, Consultants employees, and subcontractors and its employees pursuant to this Agreement.
7. Consultant agrees that the Project Manager for the term of this Agreement shall be: Name: Sean Schutten Title: Public Services Deputy Director Mailing Address: 100 W. Dania Beach Blvd.
E-mail: sschutten@daniabeachfl.gov
Office Phone: (954) 924-6808 ext. 3660 With copy to: Name: Alvaro Cortes
Title: Project Manager Mailing Address: 100 W. Dania Beach Blvd. E-mail: acortes@daniabeachfl.gov
Office Phone: (954) 924-6808 ext. 3739
8. The Consultant agrees that the Project Manager shall devote whatever time is required to
satisfactorily manage the provisions of Services to be performed by the Consultant hereunder. The person selected by the Consultant to serve as the Project Manager shall be subject to the prior approval and acceptance of the City, such approval or acceptance shall not be unreasonably withheld.
9. Consultant agrees, within fourteen (14) calendar days of written request from the City, to
promptly remove and replace from the project team the Project Manager, or any other
personnel employed or retained by the Consultant, or any subcontractors or any personnel of any such subcontractors engaged by the Consultant to provide and perform services or work pursuant to the requirements of this Agreement, whom the City shall request in writing to be removed, which request may be made by the City with or without cause.
10. The Consultant has represented to the City that it has expertise in performing the services to be provided pursuant to the Agreement Documents and can provide such Service as required by the Project.
11. The Consultant agrees that all services to be provided by Consultant pursuant to this Agreement shall be subject to the City's review and approval and shall be in accordance with the Agreement Documents and generally accepted standards of professional practice in the
State of Florida as well as in accordance with applicable laws, statutes, ordinances, codes,
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rules, regulations and requirements of any governmental agencies which regulate or have jurisdiction over the Project or Services to be provided and performed by Consultant
hereunder. In the event of any conflicts in these requirements, the Consultant shall notify
the City of such conflict and utilize its best professional judgment to advise City regarding resolution of the conflict. 12. Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without City's prior written consent, or unless incident to the proper
performance of the Consultant's obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by Consultant hereunder, and Consultant shall require all of its employees, agents, and subcontractors to comply with the provisions of this paragraph.
13. Consultant shall supervise and direct the work competently and efficiently, devoting such
attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the Agreement documents.
14. Consultant acknowledges that access to the Project site, to be arranged by the City for Consultant, may be provided during times that are not the normal hours of the Consultant.
15. Consultant shall submit digitally signed daily inspection reports no later than 24 hours
after each workday. Each report shall include, at minimum:
Description of inspected activities
Photographs with date, time, and location data
o Contractor personnel and equipment on-site
Weather conditions
Work start and end times
Remarks on compliance and/or deficiencies. 16. All reports shall be uploaded to a digital platform selected acceptable to the City. The Consultant shall ensure that the City’s representative has full and unrestricted access to this
platform for the entire duration of the project.
17. If any activity is performed without CEI presence due to the Consultant's failure to provide the required staff, the Consultant shall be responsible for any necessary re-inspection, retesting, or corrective action, at no cost to the City.
18. Consultant shall confirm that the materials, installation methods, and equipment used by the Contractor align with approved submittals and RFI responses. Any deviations must be reported immediately to the City and Engineer of Record (EOR”) in writing.
19. The Consultant shall be responsible for preparing and distributing formal meeting
minutes for all scheduled progress meetings. The minutes shall:
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o Summarize all discussions, decisions, and action items o Include attendance records
o Clearly assign responsibilities and deadlines
o Be submitted to the City and all attendees within 48 hours of the meeting
20. The Consultant shall ensure that the Contractor performs all work in full compliance with the project specifications. CEI personnel shall monitor and document any deviations and notify the EOR immediately if the work does not meet the required standards.
21. Consultant shall confirm that the materials, installation methods, and equipment used by the Contractor align with approved submittals and RFI responses. Any deviations must be reported immediately to the City and EOR in writing. 22. Consultant shall maintain accurate field-verified records of all quantities installed.
Before any contractor pay application is approved, the CEI shall confirm quantities in the field. Discrepancies must be resolved and reported prior to payment approval.
23. Consultant shall provide the City with a comprehensive Monthly Report summarizing
CEI activities and project status. The report shall be submitted no later than the fifth (5th) business day of each month and shall include, at minimum:
- Summary of construction activities completed during the reporting period
- Summary of inspections conducted and any major findings or compliance issues
- Log of daily reports submitted
- Photo documentation of key activities or deficiencies noted
- List of outstanding RFIs, submittals, and pending approvals
- Progress on quantities installed vs. SOV
- Summary of coordination meetings and action items
- Identification of any risks, delays, or issues requiring City attention
- Recommendations for corrective actions or adjustments (if applicable)
B. City’s Responsibilities
1. The City shall designate in writing a representative to act as the City's Representative with respect to the Project and the services to be rendered under this
Agreement (hereinafter referred to as the "City's Representative"). The City's Representative shall have City transmit instructions, receive information, interpret and define City's policies and decisions with respect to Consultant's services for the Project. However, the City's Representative is not authorized to issue any verbal or written orders or instructions to the Consultant that would have the effect, or be
interpreted to have the effect, of modifying or changing in any way whatever:
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a. The scope of services to be provided and performed by the Consultant hereunder;
b. The time the Consultant is obligated to commence and complete all such services; or, c. The amount of compensation the City is obligated or committed to pay the Consultant.
2. The City's Representative shall:
a. Review and make appropriate recommendations on all requests submitted by
the Consultant for payment for services and work provided and performed in
accordance with this Agreement; b. Provide all criteria and information requested by Consultant as to City’s requirements, for the event and issuance of a Notice to Proceed. c. At request from Consultant, assist Consultant by placing at Consultant’s disposal all available information in the City’s possession pertinent to the
Project and the Services to be provided. Provide notice to Consultant of any
deficiencies or defects discovered by the City with respect to the Project or the Services to be provided by Consultant hereunder. d. Arrange for access to and make all provisions of the Consultant to enter the Project site to perform the services to be provided by Consultant under this
Agreement; and,
e. Provide notice to Consultant of any deficiencies or defects discovered by the City with respect to the Project or the Services provided by the Consultant herein. 3. For the purposes of this Agreement, the:
City's Representative shall be: Name: Fernando Rodriguez, Public Services Department Title: Director Address: 100 West Dania Beach Blvd
Dania Beach, Fl 33004 E-mail: frodriguez@daniabeachfl.gov Office Phone: 954-924-6800 ext. 3740
Project Engineer shall be:
Name: Judeen Johnson Title: South Florida Water Leader Address: 7650 Corporate Center Drive, Suite 300 E-mail: Judeen.johnson@wsp.com Office Phone: (305) 514-3166
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Engineer of Record shall be: Name: Judeen Johnson Title: South Florida Water Leader Address: 7650 Corporate Center Drive, Suite 300
E-mail: Judeen.johnson@wsp.com
Office Phone: (305) 514-3166
SECTION 3. TIME
(a) The term of this Agreement shall be for the period beginning on June 25, 2025
and ending January 31, 2027. Time periods shall commence from the date of the
applicable Notice to Proceed (NTP). Consultant shall perform the Services within the
time periods specified in Attachment E, as follows:
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Pre-Construction Phase 2 weeks NTP + 2 weeks Construction Phase 18 Months NTP + 18.5 Month
Closeout Phase 2 weeks NTP + 19 Months
(b) Consultant must receive a Notice to Proceed from the Contract Administrator prior to
commencement of Services and any phase of Services under this Agreement. Prior to granting
approval for Consultant to proceed to any phase, the Contract Administrator may, at the
Contract Administrator’s sole option, require Consultant to submit the itemized deliverables
and documents identified in Attachment B for the Contract Administrator’s review.
(c) If the Contract Administrator determines that Consultant is unable to timely complete any
portion of the Services because of delays resulting from untimely review by City or other
governmental agencies having jurisdiction over the Project and such delays are not the fault of
Consultant, or because of delays caused by factors outside the control of Consultant, City shall
grant a reasonable extension of time for completion of the Services and shall provide reasonable
compensation, if appropriate. It shall be the responsibility of Consultant to notify the Contract
Administrator in writing whenever a delay in approval by a governmental agency is or
experienced, and whenever a delay has been caused by factors outside of Consultant’s control,
and to inform the Contract Administrator of all facts and details related to the delay. Consultant
must provide such written notice to the Contract Administrator within three (3)
business days after the occurrence of the event causing the delay.
(d) If (a) Contractor fails to substantially complete the Project on or before the substantial
completion date specified in its agreement with City, or (b) if Contractor is granted an
extension of time beyond said substantial completion date and Consultant’s Services are
extended beyond the substantial completion date through no fault of Consultant, then
Consultant shall be compensated in accordance with Article 5 for all Services rendered by
Consultant beyond the substantial completion date.
(e) Notwithstanding Section 4.4, if Contractor fails to substantially complete the Project on or
before the substantial completion date specified in its agreement with City, and the failure to
substantially complete is caused in whole or in part by Consultant, then Consultant shall pay to
City its proportional share of any claim for damages to Contractor arising out of the delay. The
provisions for the computation of delay costs, damages, or any other amounts, whether direct
or indirect, in the agreement between the Contractor and City are incorporated herein. This
section shall not affect the indemnification rights or obligations of either Party otherwise set
forth in this Agreement.
(f) If Services are scheduled to end due to the expiration of this Agreement, at the request of
the Contract Administrator, Consultant agrees to continue to provide Services for an extension
period, not to exceed three months, upon the same terms and conditions as contained in this
Agreement. Consultant shall be compensated for such Services at the rate in effect when the
extension is invoked by City. To exercise an extension authorized by this section, the
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Purchasing Director shall notify Consultant in writing prior to the end of the term of this
Agreement. Services to be provided by the Consultant shall be commenced subsequent
to the issuance and acceptance of a Notice to Proceed, from the City Representative
for the services to be provided pursuant to the Agreement Documents.
(g) Should Consultant be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of Consultant, and not
due to its own fault or neglect, including but not restricted to acts of God or of public
enemy, acts of government or of the City, fires, floods, epidemics, quarantine
regulations, strikes or lock-outs, then Consultant shall notify City in writing no more
than 24 hours after commencement of such delay, stating the cause or causes thereof,
or be deemed to have waived any right which Consultant may have had to request a
time extension.
(h) No interruption, interference, inefficiency, suspension or delay in the commencement
or progress of Consultant's services from any cause whatsoever, including those for
which City may be responsible in whole or in part, shall relieve Consultant of its duty
to perform or give rise to any right to damages or additional compensation from City.
Consultant's sole remedy against City will be the right to seek an extension of time to
its schedule. This paragraph shall expressly apply to claims for early completion, as
well as claims based on late completion. Provided, however, if through no fault or
neglect of the Consultant, the services to be provided hereunder have not been
completed within the schedule identified in the Work Authorization, the Consultant's
compensation shall be equitably adjusted, with respect to those services that have not
yet been performed, to reflect the incremental increase in costs experienced by
Consultant.
(i) Should the Consultant fail to commence, provide, perform or complete any of the
services to be provided hereunder in a timely and reasonable manner, in addition to
any other rights or remedies available to the City hereunder, the City at its sole
discretion and option may suspend the Agreement until such time as the Consultant
resumes performance of its obligations hereunder in such a manner so as to reasonably
establish to the City's satisfaction that the Consultant's performance is or will shortly
be back on schedule.
SECTION 4: NOTICE All notices, demands, requests or other communication shall be in writing and same shall be given by hand delivery, transmitting same by Federal Express or similar delivery method, or
by registered or certified mail, postage prepaid, return receipt requested, addressed to the party
at the address set forth below, or at such other address or addresses and to such other person or firm as City or Consultant may from time to time designate in writing.
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AS TO CITY:
Ana M. Garcia, ICMA-CM, City Manager
City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, FL 33004
with a copy to:
Eve A. Boutsis, City Attorney City of Dania Beach 100 W. Dania Beach Blvd.
Dania Beach, FL 33004
AS TO CONSULTANT: Metric Engineering Services, Inc. 13940 SW 136 Street, Suite 200, Miami, Florida 33186 SECTION 5. AGREEMENT TERM, RENEWALS AND EXTENSIONS
1. Term: The term of this Agreement shall commence upon the date of execution effective the latest date signed by the parties and shall expire or before January 31, 2027. 2. Renewals: This Agreement may be renewed only as agreed to in writing by the City
and the Consultant. The City reserves the right to evaluate the services provided and cost prior to the renewal of the Agreement to ensure cost are reasonable based on services and market rates. All renewals shall be in writing and agreed to by both parties.
SECTION 6. CHANGES; MODIFICATIONS TO AGREEMENT 1. City may at any time by written order agreed by Consultant and signed by the parties, make changes to the general scope of this Agreement in the services to be performed.
2. No service shall be furnished by Consultant for which an additional cost or fee will be charged without prior written consent of City.
3. All modifications to this Agreement shall be in written form, signed by the parties
except as provided herein. City may modify the Agreement unilaterally under the following circumstances: a) Pursuant to specific authorization if stated elsewhere in the Agreement; or
b) For City administrative purposes that do not affect the rights of responsibilities of the parties, which may include but is in no way limited to changes of address.
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4. The City and the Consultant agree that this Agreement together with the Attachments
hereto, sets forth the entire Agreement between the parties, and that there are no
promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto in accordance with the Agreement. In the event of any conflict or inconsistency
between this Agreement and the provisions in the incorporated Attachments, the
terms of this Agreement shall supersede and prevail over the terms in the Attachments. 5. If the City so instructs in writing, the Consultant shall suspend work on that portion
of the Scope of Work or Notice to Proceed affected by a contemplated change,
pending the City's decision to proceed with the change. Consultant shall be entitled to invoice City for that portion of the work completed prior to receipt of the written notice.
6. If the City elects to make the change, the City shall initiate a Agreement Amendment
and the Consultant shall not commence work on any such change until such written amendment is signed by the Consultant and the City. SECTION 7. INDEPENDENT CONTRACTOR
Consultant is an independent contractor under this Agreement, and nothing in this Agreement shall be constitute or create a partnership, joint venture, or any other relationship between the Parties. In providing Services under this Agreement, neither Consultant nor its agents shall act as officers, employees, or agents of the City. Consultant shall not have the
right to bind the City to any obligation not expressly provided for in this Agreement.
SECTION 8. VENUE Venue for all actions arising under this Agreement, and all work pertaining thereto, shall lie in Broward County, Florida.
SECTION 9. PROHIBITION OF LIENS
Consultant is prohibited from claiming a lien on property owned by City. This prohibition shall apply to all subcontractors.
SECTION 10. SEVERABILITY
If any provision of this Agreement is determined to be illegal, invalid or unenforceable,
such provision shall be deemed struck here from and all remaining provisions of the Agreement shall remain binding upon the parties. If any provision is struck under this Section, there will be added in lieu thereof, by written agreement between the parties, a provision as similar in terms to such struck provision as its possible which is legal, valid
and enforceable.
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SECTION 11. GENERAL MATTERS
1. Terms used in this Agreement which are defined in Section 13. Standard Terms and
Conditions (STAC) of the Agreement shall have the meanings designated in the STAC.
2. The Agreement Documents, which constitute the entire Agreement between the City and Consultant, are listed in Section 1. 3. Consultant, in representing City, shall promote the best interest of City and assume
towards City a duty of the highest trust, confidence and fair dealing.
SECTION 12. COMPENSATION 1. Compensation and the manner of payment of such compensation by the City for services provided hereunder by Consultants shall be pursuant to Attachment E.
2. The total amount to be paid under this Agreement for the Services and deliverables pursuant to Consultant Service Authorization (“CSA), Attachment E, shall not exceed $798,624.75, unless otherwise approved in writing in accordance with the terms and conditions of this Agreement. 3. The Consultant shall submit an invoice sufficient for pre- and post-audit review, to the
City for services provided during the invoice period. Each invoice shall provide a summary of the tasks performed under each Project deliverable. Each invoice shall also include a statement that shows a summary of fees with an accrual of the total fees billed and credits for portions paid previously. Invoices shall be submitted no more than monthly.
4. The City reserves the right to withhold payment to Consultant for failure to perform the work in accordance with the provisions of this Agreement. Invoices received by the City from the Consultant pursuant to this Agreement will be reviewed and approved in writing by the Agreement Representative, who shall indicate whether
services were rendered in conformity with the Agreement Documents. The City
Representative shall notify the Consultant in writing of any reason for not approving an invoice and request corrective action.
5. Approved invoices shall be paid within thirty (30) days following the City Representative’s approval. Payments will be process in accordance with the Florida Prompt Payment Act.
6. In order for both Parties herein to close its books and records, the Consultant will clearly state “FINAL INVOICE” on the final and last billing to the City for this Agreement. The final invoice shall also certify that al services provided by Consultant were performed in accordance with the Agreement Documents and all charges and costs invoiced to the City. Because the project account thereupon will be closed, any
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and other further charges not included on the final invoice are waived by the Consultant. Acceptance of the final payment by the Consultant shall constitute a
waivers and liens against the City for additional payment. No travel and meal costs
will be reimbursable unless incurred outside of Miami-Dade, Broward and Palm Beach Counties, which costs shall be approved in writing in advance by the City. Any such costs are payable at the City reimbursement rate.
7. Any necessary additional work, as determined by City, which is not covered by the
approved written proposal, shall not be undertaken without a written amendment to this Agreement executed by both parties in advance of any work. 8. Consultant shall submit its invoices in the format and with supporting documentation
as may be required by City.
SECTION 13. STANDARD TERMS AND CONDITIONS (STAC)
A. DEFINITIONS Wherever used in these Standard Terms and Conditions or in the other Agreement documents the terms below have the meanings indicated which are applicable to both the singular and plural thereof.
Addenda - Written or graphic instruments issued prior to the opening of responses which
clarify, correct, or change the responding documents or the Agreement documents.
Proposal - The advertisement or invitation calling for bids or proposals, instructions, and
forms contained in the RFQ 25-008 (Consultant’s Proposal, all required forms, certifications and documentations as well as all addenda issued prior to receipt of Proposals).
Consultant- Any firm, individual or entity and sub-contractors/sub-contractors submitting proposals in response to RFQ 25-008. Agreement Documents - The Agreement documents, agreement, addenda (which pertain to the Agreement documents), the Proposal (including documentation accompanying the
response and any post-response documentation submitted prior to the notice of award)
when attached as an Attachment to the agreement, these Standard Terms and Conditions, together with all amendments, modifications, and supplements. Consultant - The successful Consultant with whom the City has entered into the Agreement. Effective Date of the Agreement - The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.
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Written Amendment (or Modification) - A written amendment of the Agreement documents, signed by the City and the Consultant on or after the effective date of the
Agreement documents.
Failure to Execute Required Forms – Failure to execute the required forms shall result in entity being disqualified and the response will be rejected.
B. PARTS, MATERIALS, AND EQUIPMENT Unless otherwise specified in the Agreement documents, the Consultant shall furnish and assume full responsibility for all services, materials, equipment, labor, transportation, machinery, tools, and all other incidentals necessary for the completion of the work.
C. COMPLIANCE WITH LAWS In performance of the services, Consultant shall comply with all applicable laws and
regulations, orders, codes, criteria and standards of federal, state and local governments.
D. INTENT OF AGREEMENT DOCUMENTS If before or during the performance of the services to be performed under the Agreement, Consultant discovers a conflict, error or discrepancy in the Agreement Documents,
Consultant immediately shall report same to the City in writing and before proceeding with the work affected thereby shall obtain a written interpretation or clarification from the City.
In the event of conflicts, the Agreement documents shall control in the following order of precedence.
1. Contract with latest, Addenda, Amendments, or Change Orders
2. Plans, Drawings and Specifications
3. City’s Request for Qualifications (“RFQ”) 25-008
4. Consultant’s Proposal i.e., response to RFQ 25-008
E. INSURANCE REQUIREMENTS
A selected Consultant shall not commence services under an Agreement until it has obtained all insurance required under this paragraph and as required by the Agreement, and not until such time that the coverages are approved by the Risk Manager of the City. The Consultant shall not allow any employee of Consultant or any subcontractor to commence services on any
subcontract until the subcontractor and all coverages required of any subcontractor have been
obtained and approved by the Risk Manager of the City. In addition, the Consultant shall be responsible for any and all policy deductibles and self-insured retentions.
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The following are requirements that must be met regarding the Consultant’s delivery of Certificates of Insurance for all coverages required in the Agreement and Proposal Documents:
“Preliminary” certificate means that certificates of insurance verifying all general insurance requirements (as noted below) must be included with your Proposals submittal on the date and time of the opening of Proposals.
If the “preliminary” certificates are not included with a submittal, then the City has the right
to consider the submitted response as non-responsive on the date and time of the response opening. “Preliminary” Certificates may be issued without documentation of all “Special Provisions”. However, Consultants must understand that all provisions, including “Special Provisions” noted below, are expected to be fully documented on or attached to the “Official”
Certificates of Insurance as described below.
“Official” Certificates of Insurance must be delivered to the City Clerk’s office and Risk Manager of the City. If the “Official” certificates are not delivered before or on the fourteenth
(14th) Business Day after the issuance by the City of the “Notice of Selected Consultant”, then
the City has the right to consider the awarded Agreement to the successful Consultant as void and to negotiate a Agreement with the next best qualified Consultant. “Special Provisions”, as referenced below under each type of insurance requirement shall be fully confirmed on or attached to the “Official” certificates.
All Certificates of Insurance must clearly identify the Agreement to which they pertain, including a brief description of the subject matter of the Agreement. The certificates shall contain a provision that coverage afforded under the policies will not be canceled until at least thirty (30) days’ prior written notice has been given to City. If this coverage is not provided,
then the Consultant is responsible for such notice to City. Insurance policies for required
coverages shall be issued by companies authorized to do business under the laws of the State of Florida and any such companies’ financial ratings must be no less than A-VII in the latest edition of the “BEST’S KEY RATING GUIDE”, published by A.M. Best Guide. In the event that the insurance carrier’s rating shall drop, the insurance carrier shall immediately notify the
City in writing.
Coverages shall be in force until all services required to be performed under the terms of the Agreement, including any applicable warranty period, is satisfactorily completed as evidenced by the formal written acceptance by the City. In the event insurance certificates provided to
City indicate that the insurance shall terminate and lapse during the period of the Agreement,
including any applicable warranty period, then in that event, the Consultant shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed Certificate of Insurance as proof that equal and like coverages for the balance of the period of the Agreement, including any extension of it, and including any applicable warranty period, is in
effect. THE CONSULTANT AND ANY APPROVED SUBCONTRACTOR SHALL NOT PERFORM OR CONTINUE SERVICES PURSUANT TO THE AGREEMENT, UNLESS ALL COVERAGES REMAIN IN FULL FORCE AND EFFECT. ANY DELAY IN THE WORK CAUSED BY A LAPSE IN COVERAGE SHALL BE NON-EXCUSABLE, SHALL NOT BE GROUNDS FOR A TIME EXTENSION, AND WILL
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BE SUBJECT TO ANY OTHER APPLICABLE PROVISIONS DESCRIBED IN THE AGREEMENT OR ELSEWHERE IN THE RFQ DOCUMENTS CONCERNING
DELAY. The Consultant shall secure and maintain throughout the duration of the Agreement, insurance of such types and in such amounts not less than those specified below as satisfactory to City naming the City as Additional Insured, underwritten by a firm rated A-X or better by A.M.
Best and qualified to do business in the State of Florida. The insurance coverage shall be
primary insurance with respect to the City, its officials, employees, agents and volunteers naming the City as additional insured. Any insurance maintained by the City shall be in excess of the Consultant’s insurance and shall not contribute to the Consultant’s insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may
be increased by the Consultant as it deems necessary or prudent.
Commercial General Liability coverage with limits of liability of not less than a $1,000,000.00 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and
eliminate the exclusion with respect to property under the care, custody and control of
Consultant. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000.00 each. Workers Compensation and Employer’s Liability insurance, to apply for all employees for
statutory limits as required by applicable state and federal laws. The policy(ies) must include
Employer’s Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant shall be allowed to provide services pursuant to this underlying RFQ who is not covered by Workers Compensation insurance.
Business Automobile Liability with minimum limits of $1,000,000.00 per Occurrence,
combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non-Owned Vehicles.
Professional Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, single limit. Coverage shall apply for a minimum of three years following completion of the services.
The above are minimum requirements for projects up to $100,000.00. For projects over
$100,000.00, the following increased limits are required:
• General Liability: $2,000,000.00
• Per Occurrence/$4,000,000 Aggregate
• Automobile Liability: $2,000,000.00
• Professional Liability: $3,000,000.00 Per Occurrence
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F. WAIVER OF CLAIMS
Consultant’s acceptance of final payment shall constitute a full waiver of any and all claims
related to the obligation of payment by it against the City arising out of this Agreement or otherwise related to the Project, except those previously made in writing and identified by the Consultant as unsettled at the time of the final payment. Neither the acceptance of the Consultants services nor payment by the City shall be deemed to be a waiver of the City’s right against the Consultant.
G. TRUTH IN NEGOTIATION REPRESENTATIONS
1. Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that Consultant 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 any other consideration contingent upon or resulting from the award or making of this Agreement. 2. In accordance with provisions of Section 287.055(5)(a), Florida Statutes, the
signature of this Agreement by the Consultant shall also act as the execution of a truth in negotiation certificate certifying that the wage rates, overhead charges, and other costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the Consultant's most favored customer for the same or substantially similar service.
Should the City determine that said rates and costs were significantly increased due to incomplete, noncurrent or inaccurate representation, then said rates and compensation provided for in this Agreement shall be adjusted accordingly. H. TERMINATION OR SUSPENSION
1. Consultant shall be considered in material default of this Agreement and such default will be considered cause for City to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin and continue Services under the Agreement in accordance with the RFQ, (b) failure to properly and timely perform the services to be provided hereunder or as directed by City pursuant to this Agreement, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by Consultant or by any of Consultant's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Agreement; or (f) Consultant’s failure to suitably or continuously perform the Services in a manner calculated to meet or accomplish the objectives in this Agreement or Work Authorization, or repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices; (g) by the Contract Administrator for any fraud, misrepresentation, or material misstatement by Consultant in the award or performance of this Agreement or that violates any applicable requirement of Section 1-81, Broward County Code of Ordinances; or (h) by the Contract Administrator upon the disqualification of Consultant as a
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CBE or SBE if Consultant’s status as a CBE or SBE was a factor in the award of this Agreement and such status was misrepresented by Consultant, or upon the disqualification of one or more of Consultant’s CBE or SBE participants by County’s Director of the Office of Economic and Small Business Development (OESBD) if any such participant’s status as a CBE or SBE firm was a factor in the award of this Agreement and such status was misrepresented by Consultant during the procurement or the performance of this Agreement; or (i) for any other just cause. The City may so terminate this Agreement, in whole or in part, by giving the Consultant a 30 calendar day written notice. If deficiencies are not corrected within the 30 calendar days, the City may, at its option, perform the required services or Agreement to have them performed and deduct the cost of those services from the agreement cost. In the event of such default and termination, any completed services performed by the Contractor under the agreement shall, at the option of the City become the City's property and the Contractor shall be entitled to receive equitable compensation for any work completed to the satisfaction of the City. The Contractor, however, shall not be relieved of liability to the City for damages sustained by the City,by reason of any breach of the agreement by the Contractor, and the City may withhold any payments to the Contractor for the purpose of set-off until such time as the amount of damages due to the City from the Contractor can be determined. In addition to any termination rights stated in this Agreement, City shall be entitled to seek any and all available contractual or other remedies available at law or in equity.
It is agreed upon that if the Consultant is adjudged bankrupt, either voluntarily or involuntarily, then this Agreement shall terminate effective the date and at the time the bankruptcy petition is filed. Upon such filing of Bankruptcy, Consultant will automatically be in default of this Agreement and the provisions of Article 9 will be enforced at City’s discretion.
2. If, after notice of termination of this Agreement as provided for in paragraph H.1 above, it is determined for any reason that Consultant was not, in default, or that its default was excusable, or that City otherwise was not entitled to the remedy against Consultant provided for in paragraph I.1, then the notice of termination given pursuant to paragraph I.1 shall be deemed to be the notice of termination provided for in paragraph I.3 below and Consultant's remedies against City shall be the same as and limited to those afforded Consultant under paragraph I.3 below.
3. City shall have the right to terminate this Agreement, in whole or in part, without cause
immediately upon certified presentation of written termination notice. Presentations can be by certified mail, return receipt requested, or signed hand delivery receipt from a process service, private or Sheriff’s deputy. In the event of such termination for convenience, Consultant's recovery against City shall be limited to that portion of the
fee earned through the date of termination, together with any retainage withheld and
any costs reasonably incurred by Consultant that are directly attributable to the termination, but Consultant shall not be entitled to any other or further recovery against City, including, but not limited to, anticipated fees or profits on work not required to be performed.
4. Upon termination, the Consultant shall deliver to the City all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement.
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The City shall have the power to suspend all or any portions of the services to be provided by Consultant hereunder upon giving Consultant a 30 calendar day prior written notice of
such suspension. If all or any portion of the services to be rendered hereunder are so
suspended, the Consultant's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Agreement. I. PERSONNEL
1. The Consultant is, and shall be, in the performance of all work services and activities under this Agreement, an Independent Consultant, and not an employee, agent, or
servant of the City. All persons engaged in any of the work or services performed
pursuant to this Agreement shall at all times, and in all places, be subject to the Consultant's sole direction, supervision, and control. The Consultant shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Consultant's relationship and the relationship of its employees
to the City shall be that of an Independent Consultant and not as employees or agents
of the City. 2. The Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the City, nor shall
such personnel be entitled to any benefits of the City including, but not limited to, pension, health and workers' compensation benefits. 3. All of the services required hereunder shall be performed by the Consultant or under its supervision, and all personnel engaged in performing the services shall be fully
qualified and, if required, authorized or permitted under state and local law to perform such services. 4. Any changes or substitutions in the Consultant's key personnel, as may be listed in Consultant’s statement of qualifications, must be made known to the City's
Representative and written approval must be granted by the City's Representative before said change or substitution can become effective, said approval for which shall not unreasonably be withheld. 5. The Consultant warrants that all services shall be performed by skilled and competent
personnel to professional standards applicable to firms of similar local and national reputation. All inspection personnel assigned to the project shall be fully knowledgeable of the project’s contract documents and technical specifications.
6. Field inspection personnel shall perform services under a standard 40-hour work week, Monday through Friday. No additional hours, including nights, weekends, or holidays, shall be authorized unless The City issues prior written approval, or - An emergency arises, and the City confirms CEI presence is required.
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I. SUBCONTRACTING
Consultant shall not subcontract any services or work to be provided to City without the prior
written approval of the City's Representative. The City reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly under this Agreement. The City's acceptance of a
subcontractor shall not be unreasonably withheld. The Consultant is encouraged to seek
minority and women business enterprises for participation in subcontracting opportunities. Furthermore, all subcontractors shall be held to the same standards, terms and conditions of this Agreement Document.
J. FEDERAL AND STATE TAX 1. The City is exempt from payment of Florida state sales and use taxes. The Consultant shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the City, nor is the Consultant authorized to use the City's
tax exemption number in securing such materials.
2. The Consultant shall be responsible for payment of its own and its share of all federal, state and local taxes, including its employees' payroll, payroll taxes, and benefits with respect to this Agreement.
K. OWNERSHIP AND MAINTENANCE OF DOCUMENTS 3. Upon completion or termination of this Agreement, all records, documents, pictures, maps, reports, computer assisted design other technical data, other than working
papers, prepared or developed by Consultant under this Agreement shall be delivered to and become the property of City. Consultant, at its own expense.
4. The City and the Consultant shall comply with the provisions of Chapter 119, Florida Statutes, pertaining to public records. Consultant assumes no liability for the use of such documents by the City or others for purposes not intended under this Agreement.
5. Consultant will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by Consultant for a minimum of five (5) years from the date of termination of this Agreement or the date the Project is completed, whichever is later.
6. City, or any duly authorized agents or representatives of City, shall have the right to audit, inspect and copy all such records and documentation as often as they deem
necessary during the period of this Agreement and during the five (5) year period noted
above; provided, however, such activity shall be conducted only during normal business hours.
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7. In addition to other Agreement requirements provided by law, the Consultant shall:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in the City’s public records policy.
(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the
City all public records in possession of the Consultant upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the
information technology systems of the City.
8. If the Consultant does not comply with a public records request, the City shall enforce the Agreement in accordance with Section H. hereof. 9. The Consultant shall be required to cooperate with the City and other consultants relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information
shall become the property of the City for its use and/or distribution as may be deemed
appropriate by the City. Consultant is no liable for any damages, injury or costs associated with the City use or distribution of these documents for purposes other than those originally intended by Consultant. Consultant shall comply with the public records laws embodied in chapter 119, Florida Statutes, and specifically shall:
(j) Keep and maintain public records required by the City in order to perform the Scope of Services identified in the agreement. (ii) Upon request from the City provide the City with any requested public records
or allow the requested records to be inspected or copied within reasonable time by
the City. (iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law
for the duration of the Agreement term and thereafter if the Consultant does not
transfer all records to the City. (iv) Transfer, at no cost, to City all public records in possession of the Consultant upon termination of this Agreement and destroy any duplicative public records that are exempt or confidential and exempt from public records disclosure requirements.
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All records stored electronically must be provided to the City, upon request from the City, in a format that is compatible with the information technology systems of the
City. If the Consultant keeps and maintains public records upon conclusion of this
Agreement, the Consultant shall meet all applicable requirements for retaining public records that would apply to the City.
(v) If Consultant does not comply with a public records request, the City shall treat that omission as breach of this Agreement and enforce the Agreement provision accordingly. Additionally, if the Consultant fails to provide records when requested, the Consultant may be subject to penalties under section 119.10,
Florida Statutes and reasonable costs of enforcement, including attorney fees.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS: Name / Title: ELORA RIERA, CITY CLERK Mailing Address: 100 W. Dania Beach Boulevard Dania Beach, Florida 33004
Telephone number: 954-924-9800, Ext. 3623 Email: eriera@daniabeachfl.gov L. AS-BUILT DRAWING AND CLOSE-OUT DOCUMENTATION
VERIFICATION Consultant shall review and confirm the accuracy of As-Built drawings submitted by the Contractor. The CEI shall verify that these drawings match field conditions prior to recommending certification and project close-out. CEI shall confirm that all closeout
documentation inclusive of A-Built, warranties, etc. is received.
M. PHOTOGRAPHIC MEDIA
Consultant shall take photographs for all major activities which shall include:
• Pre-construction site conditions
• During-activity progress (e.g., trench excavation, pipe bedding,
compaction, concrete placement)
• Post-activity final condition
• Date/time stamp and location identification
Photographic records shall be organized and submitted to the City monthly or upon request.
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N INDEMNIFICATION
a. The Consultant agrees to indemnify and hold harmless and defend the City, its
officers, agents and employees against any loss, damage or expense (including all costs and reasonable attorneys' fees) suffered by City from any claim, demand, judgment, decree, or cause of action of any kind or nature arising out of any negligent error, omission, negligent act, recklessness, or intentionally wrongful act of Consultant, its agents, servants, or
employees, in the performance of services under this Agreement.
b. The Consultant agrees to indemnify and hold harmless the City, its officers, agents and employees against any loss, damage or expense (including all costs and reasonable attorneys’ fees) suffered by City from (a) any breach or misconduct by the Consultant of this Agreement, (b) any inaccuracy in or breach of any of the representations, warranties or
covenants made by the Consultant herein, (c) any claims, suits, actions, damages or causes of action arising during the term of this Agreement for any personal injury, loss of life or damage to property sustained by reason or as a result of performance of this Agreement by the Consultant and the Consultant's agents, employees, invitees, and (d) Consultant acknowledges and agrees that City would not enter into this Agreement without this
indemnification of City by Consultant, and that City's entering into this Agreement shall constitute good and sufficient consideration for this indemnification. These provisions shall survive the expiration or earlier termination of this Agreement. Nothing in this Agreement shall be construed to affect in any way the City's rights, privileges, and immunities as set forth in Section 768.28, Florida Statutes.
c. Consultant acknowledges that the general conditions of any construction contract shall include language, satisfactory to the City’s attorney, in which the Consultant agrees to hold harmless and to defend City, Consultant, their agents and employees, from all suits and actions, including attorney’s fees, and all costs of litigation and judgments of any name and
description arising out of or incidental to the performance of the construction contract or work performed thereunder. City acknowledges that Consultant shall be expressly named as an indemnified party, and shall be held harmless, in the general conditions of any construction contract, and shall be named as an additional insured in any Consultant’s insurance policies.
d. The first ten dollars ($10.00) of remuneration paid to Consultant under this
Agreement shall be in consideration for the indemnification provided for in this section.
O. SUCCESSORS AND ASSIGNS The City and the Consultant each binds itself and its successors, executors, administrators and assigns to the other party of this Agreement and to the successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement.
Except as above, neither the City nor the Consultant shall assign, sublet, convey or transfer
its interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the City which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the City and the Consultant.
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P. REMEDIES AND GOVERNING LAW (1) This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement shall be held in Broward County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and
each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.
(2) WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (a) THIS AGREEMENT, INCLUDING ANY
ATTACHMENTS OR DOCUMENTS ATTACHED TO THIS AGREEMENT; (b) ANY OTHER DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT; OR (c) THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THIS WAIVER SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Q. CONFLICT OF INTEREST AND REPRESENTATIONS (1) The Consultant represents that it has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services
required hereunder, as provided for in the Code of Ethics for Public Officers and Employees (Chapter 112, Part III, Florida Statutes). The Consultant further represents that no person having any interest shall be employed for said performance. (2) The Consultant shall promptly notify the City, in writing, by certified mail, of all
potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the Consultant's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the Consultant may undertake and request an informed determination from
the City as to whether the association, interest or circumstance would be reviewed by the City as constituting a conflict of interest if entered into by the Consultant. The City agrees to notify the Consultant of its opinion by certified mail within thirty (30) days of receipt of notice by the Consultant. Such determination may be appealed to the Board of Directors by the Consultant within thirty (30) days of the City notice to
the Consultant. If, in the opinion of the City, the prospective business association, interest or circumstance would not constitute a conflict of interest by the Consultant, or City shall so state in the notice and the Consultant shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the City by the Consultant under the terms
of this Agreement.
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(3) Representation of Authority. Consultant represents and warrants that this Agreement constitutes the legal, valid, binding, and enforceable obligation of Consultant, and that neither
the execution nor performance of this Agreement constitutes a breach of any agreement that
Consultant has with any third party or violates Applicable Law. Consultant further represents and warrants that execution of this Agreement is within Consultant’s legal powers, and each individual executing this Agreement on behalf of Consultant is duly authorized by all necessary and appropriate action to do so on behalf of Consultant and does so with full legal
authority.
(4) Claims Against Consultant. Consultant represents and warrants that there is no action or proceeding, at law or in equity, before any court, mediator, arbitrator, governmental, or other board or official, pending or, to the knowledge of Consultant, threatened against or affecting
Consultant, the outcome of which may (a) affect the validity or enforceability of this
Agreement, (b) materially and adversely affect the authority or ability of Consultant to perform its obligations under this Agreement, or (c) have a material and adverse effect on the consolidated financial condition or results of operations of Consultant or on the ability of Consultant to conduct its business as presently conducted or as proposed or contemplated to be
conducted.
(5) Solicitation Representations. Consultant represents and warrants that all statements and representations made in Consultant’s proposal, bid, or other supporting documents submitted to City in connection with the solicitation, negotiation, or award of this Agreement, including
during the procurement or evaluation process, were true and correct when made and are true
and correct as of the date Consultant executes this Agreement, unless otherwise expressly disclosed in writing by Consultant. (6) Prohibited Telecommunications Equipment. Consultant represents and certifies that it and its
Subconsultants do not use any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR §§ 52.204-24 through 52.204-26. Consultant represents and certifies that Consultant and its Subconsultants shall not provide or use such covered telecommunications equipment, system,
or services for the duration of this Agreement. R. DEBT The Consultant shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The
Consultant further warrants and represents that it has no obligation or indebtedness that
would impair its ability to fulfill the terms of this Agreement. S. NONDISCRIMINATION The Consultant warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation.
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T. ENFORCEMENT COSTS
If any legal action or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident
to appeals), incurred in that action or proceeding, in addition to any other relief to which such
party or parties may be entitled.
U. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL, OR IDEOLOGICAL INTERESTS IN GOVERNMENT CONTRACTING
Respondents are hereby notified of the provisions of section 287.05701, Florida Statutes, as amended, that the City will not request documentation of or consider a Respondent's social, political, or ideological interests when determining if the Respondent is a responsible Respondent. Respondents are further notified that the City's governing body may not give preference to a Respondent based on the Respondent's social, political, or ideological interests.
V. BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. § 1352 (as amended): Contractors who apply or submit a Proposal for an award of $100,000.00 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient.
W. FINANCIAL RECORDS The Consultant shall maintain accurate and complete financial records of its activities and operations relating to this Agreement in accordance with generally accepted accounting principles. Consultant shall maintain adequate records to justify all charges and costs incurred
in performing the services for at least three (3) years after completion of this Agreement. Consultant agrees that the City, or its authorized representatives, shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, or records relating to this Agreement during normal business hours. All such materials shall be maintained by Consultant at a location in Broward County, Florida; provided that if any such
material is located outside Broward County, then, at the City’s option the City shall pay Consultant for travel, per diem, and other costs incurred by Consultant to examine, audit, excerpt, copy or transcribe such material at such other location. The City shall make a reasonable effort to maintain the confidentiality of such audit report(s).
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X. SOVEREIGN IMMUNITY Consultant acknowledges that the Florida Doctrine on Sovereign Immunity bars all
claims by Consultant against the City other than claims arising out of this Agreement.
Specifically, the Consultant acknowledges that it cannot and will not assert any claims against the Consultant, unless the claim is based upon a breach by the Consultant of this Agreement. Further, the Consultant recognizes the Consultant is a sovereign with regulatory authority that it exercises for the health, safety, and welfare of the public. Nothing in this Agreement shall
be deemed or treated as a waiver by the City of any immunity to which it is entitled by law,
including but not limited to the City’s sovereign immunity as set forth in Section 768.28, Florida Statutes. This Agreement in no way estops or affects the Consultant' s exercise of that regulatory authority. In addition, the Consultant retains the full extent of its sovereign immunity in relation to the exercise of its regulatory authority. The Consultant acknowledges
that it has no right and will not make claim based upon any of the following:
Claims based upon any alleged breach by the Consultant of implied warranties or representations not specifically set forth in this Agreement, as the parties stipulate that there are no such implied warranties or representations of the Consultant. All obligations of the
Consultant are only as set forth in this Agreement:
a. Claims based upon negligence or any tort arising out of this Agreement; b. Claims upon alleged acts or inaction by the City, its commissioners, attorneys, administrators, Consultants, agents, or any Consultant employee; and c. Claims based upon an alleged waiver of any of the terms of this Agreement unless such
waiver is in writing and signed by an authorized representative for the Consultant and
Consultant. Y. SCRUTINIZED COMPANIES Consultant shall certify that it is not on the Scrutinized Companies that Boycott Israel List
created pursuant to Section 215.4725, Florida Statutes (2018), and that it is not engaged in a
boycott of Israel. The City may terminate this Agreement at the City's option if Consultant is found to have submitted a false certification as provided under subsection (5) of section 287.135, Florida Statutes (2018), as may be amended or revised, or been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes (2018), as may be amended or revised, or is engaged in a boycott of Israel.
Z. VERIFICATION OF EMPLOYMENT ELIGIBILITY Consultant represents that Consultant, and each Subcontractor has registered with and uses the
E-Verify system maintained by the United States Department of Homeland Security to verify
the work authorization status of all newly hired employees in compliance with the requirements of Section 448.095, Florida Statutes, and that entry into this Agreement will not violate that statute. If Contractor violates this section, City may immediately terminate this Agreement for cause and Contractor shall be liable for all costs incurred by City due to the
termination.
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AA. CONTINGENCY FEE Consultant represents that it has not paid or agreed to pay any person or entity, 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. If this Agreement is subject to section 287.055, Florida Statutes, the Parties agree and stipulate that the statutory language stated in Section 287.055(6)(a) is deemed included and fully incorporated herein.
BB. MISCELLANEOUS (I) 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.
(II) Headings. Headings in this document are for convenience of reference only
and are not to be considered in any interpretation of this Agreement. (III) Attachments. Each Attachment referred to in this Agreement forms an essential part of this Agreement and each such Attachment is incorporated by this reference.
(IV) Severability. If any provision of this Agreement or the application of it 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, shall continue in full force and effect, and shall be enforced to the fullest
extent permitted by law.
(V) All Prior Agreements Superseded. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of
this Agreement that are not contained in this document. Accordingly, it is agreed that
no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements, whether oral or written. (VI) The Consultant understands and agrees that the City, during any fiscal year, is not authorized to expend money, incur any liability, or enter into any contract which,
by its terms, involves the expenditure of money in excess of the amounts budgeted as
available for expenditure during such fiscal year and that any contract, verbal or written, made in violation of this subsection is null and void and that consequently, no money may be paid on such contract beyond such limits. Nothing contained in this Agreement shall prevent the making of contracts for periods exceeding one (1) year,
but any contract so made shall be executory only for the value of the services to be
rendered or agreed to be paid for in succeeding fiscal years. Consultant shall not proceed with services under this Agreement without City’s written verification that the funds necessary for Consultant compensation and other necessary expenditures are budgeted as available within the appropriate fiscal year budget.
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(VII) Consultant warrants and represents that no elected official, officer, agent or employee of the City has a financial interest, directly or indirectly, in this Agreement
or the compensation to be paid under it and, further, that no City employee who acts
in the City of Dania Beach as a “purchasing agent” as defined in Chapter 112, Florida Statutes, nor any elected or appointed officer of the City of Dania Beach, nor any spouse or child of such purchasing agent, employee or elected or appointed officer, is a partner, officer, director or proprietor of the Consultant and, further, that no such City
employee, purchasing agent, City elected or appointed officer, or the spouse or child
of any of them, alone or in combination, has a material interest in the Consultant. Material interest means direct or indirect ownership of more than five percent (5%) of the total assets or capital stock of the Consultant. (VIII) Consultant shall comply with all federal, state and City laws applicable to the
Consultant services and specifically those covering Equal Opportunity Employment,
the Americans with Disabilities Act (“ADA”) eligibility to perform services as specified in the Florida Public Entity Crime law and the Florida Building Code. The Consultant is expected to fully comply with all provisions of all laws and the City reserves the right to verify the Consultant’s compliance with them. Failure to comply
with any laws will be grounds for termination of the Agreement for cause.
(IX) In the event of any conflict between any provisions of this Agreement and any provision in any attached Attachment, the parties agree that the provisions of this Agreement are controlling (including, but not limited to, all terms and provisions governing compensation). Further, any prior Agreement related to the services is
rescinded and replaced by this Agreement.
(X) Consultant agrees to perform its obligations under this Agreement in accordance with the degree of skill and care exercised by practicing design professionals performing similar services under similar conditions. Consultant makes no other representations and no warranties, whether express or implied, with respect
to the quality of its performance under this Agreement.
(XI) Force Majeure Performance Excused. If either party to this License shall be delayed or hindered in or prevented from the performance of any non-monetary obligation required under this License by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war or other reason of a like nature not the fault of the
party delayed in performing the work or doing acts required under the terms of this License, then performance of such act shall be excused for the period of the delay and the period equivalent to the period of such delay. (XII) Integration. This License contains the entire agreement between the parties,
and any agreement hereafter made shall be ineffective to change this License unless
such agreement is in writing and signed by the parties. All prior agreements, oral and written, shall be merged into this License. (XIII) Captions. The captions of the several article or sections titles contained in this License are for convenience only and do not define, limit, describe or construe the
contents of this License.
(XIV) Waiver. One or more waivers of any covenant or condition by City shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by City to or of any act by Consultant requiring City’s consent or approval shall not be deemed to render unnecessary City’s consent or
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approval to or of any subsequent similar act by Consultant. No breach of a covenant or condition of this License shall be deemed to have been waived by City, unless such
waiver is in writing signed by City.
(XV) Domestic Partnership Requirement. Unless this Agreement is exempt from the provisions of the Broward County Domestic Partnership Act, Section 161/2-157, Broward County Code of Ordinances (“Act”), Consultant certifies and represents that it shall at all times comply with the provisions of the Act. The contract language referenced in the Act is deemed
incorporated in this Agreement as though fully set forth in this section.
(XVI) Survival All representations, indemnifications, warranties and guaranties made in, required by or given in accordance with this Agreement, as well as all continuing obligations indicated in this Agreement, will survive final payment and termination or completion of this Agreement.
(XVII) Funding. This agreement shall remain in full force and effect only as long as
the expenditures provided for in the Agreement have been appropriated by the City Commission and is subject to termination based on lack of funding.
SIGNATURES ON THE FOLLOWING PAGES
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IN WITNESS OF THE FOREGOING, the parties have executed this Renewal on
_______________ _____, 2025.
CITY: ATTEST: CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation
ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR
APPROVED AS TO FORM AND CORRECTNESS:
EVE A. BOUTSIS ANA M. GARCIA, ICMA-CM CITY ATTORNEY CITY MANAGER
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WITNESSES: CONTRACTOR: Metric Engineering Services, Inc.
a Florida corporation
SIGNATURE SIGNATURE
_________________________ PRINT Name PRINT Name _________________________
SIGNATURE Title
_________________________ Date: PRINT Name
STATE OF FLORIDA) COUNTY OF MIAMI DADE)
The foregoing instrument was acknowledged before me by means of ☐ physical
presence or by ☐ online notarization, on , 2025, by _____________, as
____________ of Metric Engineering Services, Inc., a Florida corporation, on behalf of the
corporation. He/she is personally known to me or has produced
as identification.
Notary Public, State of Florida
Print Name My Commission Expires: