HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Marine and Coastal Engineering Services for Dinner
Key Marina Breakwaters Mitigation 406 - D2
Contract Type Project Specific
Consultant Cummins Cederberg, Inc.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS....................................................................................................................................5
ARTICLE 2 GENERAL CONDITIONS-----------------------------------------------------------------------------------------------------------------7
2.01 TERM .......................................................................................................................................................... 7
2.02 SCOPE OF SERVICES..............................................................................................................................7
2.04
COMPENSATION.......................................................................................................................................7
ARTICLE 3
PERFORMANCE..............................................................................................................................7
3.01
PERFORMANCE AND DELEGATION------------------------------------------------------------------------------------------------------7
3.02
REMOVAL OF UNSATISFACTORY PERSONNEL...................................................................................8
3.03
CONSULTANT KEY STAFF......................................................................................................................8
3.04
TIME FOR PERFORMANCE......................................................................................................................8
3.05
STANDARD OF CARE...............................................................................................................................8
ARTICLE 4
SUBCONSULTANTS........................................................................................................................8
4.01
GENERAL..................................................................................................................................................8
4.02
SUBCONSULTANT RELATIONSHIPS......................................................................................................8
4.03
CHANGES TO SUBCONSULTANTS.........................................................................................................9
ARTICLE 5
DEFAULT..........................................................................................................................................9
5.01
GENERAL.................................................................................................................................................9
5.02
CONDITIONS OF DEFAULT ......................................................................................................................
9
5.03
TIME TO CURE DEFAULT; FORCE MAJEURE........................................................................................9
ARTICLE 6
TERMINATION OF AGREEMENT ....................................................................................................
9
6.01
CITY's RIGHT TO TERMINATE----------------------------------------------------------------------------------------------------------------9
6.02
CONSULTANT'S RIGHT TO TERMINATE..............................................................................................10
6.03
TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT.........................................................10
ARTICLE 7
DOCUMENTS AND RECORDS ......................................................................................................
10
7.01
OWNERSHIP OF DOCUMENTS ..............................................................................................................
10
7.02
DELIVERY UPON REQUEST OR CANCELLATION...............................................................................10
7.03
RE -USE BY CITY--------------------------------------------------------------------------------------------------------------------------------
----10
7.04
NONDISCLOSURE...................................................................................................................................11
7.05
MAINTENANCE OF RECORDS; PUBLIC RECORDS............................................................................11
7.06
E-VERIFY.................................................................................................................................................11
ARTICLE 8
INDEMNIFICATION........................................................................................................................12
ARTICLE 9
INSURANCE...................................................................................................................................12
9.01
COMPANIES PROVIDING COVERAGE..................................................................................................12
9.02
VERIFICATION OF INSURANCE COVERAGE.......................................................................................12
9.03
FORMS OF COVERAGE ..........................................................................................................................
13
9.04
MODIFICATIONS TO COVERAGE ..........................................................................................................
13
ARTICLE 10 MISCELLANEOUS........................................................................................................................13
10.01
AUDIT RIGHTS; INSPECTION................................................................................................................13
10.02
ENTIRE AGREEMENT.............................................................................................................................14
10.03
SUCCESSORS AND ASSIGNS--------------------------------------------------------------------------------------------------------------14
10.04
TRUTH -IN -NEGOTIATION CERTIFICATE..............................................................................................14
10.05
APPLICABLE LAW AND VENUE OF LITIGATION.................................................................................14
10.06
NOTICES..................................................................................................................................................14
10.07
INTERPRETATION ...................................................................................................................................
15
10.08
JOINT PREPARATION ---------------------------------------------------------------------------------------------------------------------------15
10.09
PRIORITY OF PROVISIONS ....................................................................................................................
15
10.10
MEDIATION - WAIVER OF JURY TRIAL------------------------------------------------------------------------------------------------16
10.11
TIME---------------------------------------------------------------------------------------------------------------------------------------------------------16
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
10.12 COMPLIANCE WITH LAWS....................................................................................................................16
10.13 NO PARTNERSHIP..................................................................................................................................16
10.14 DISCRETION OF DIRECTOR..................................................................................................................16
10.15 RESOLUTION OF CONTRACT DISPUTES.............................................................................................17
10.16 INDEPENDENT CONTRACTOR..............................................................................................................17
10.17 CONTINGENCY CLAUSE........................................................................................................................17
10.18 THIRD PARTY BENEFICIARY.................................................................................................................17
10.19 ADDITIONAL TERMS AND CONDITIONS..............................................................................................17
10.20 SEVERABILITY..................................................................................................................18
10.21 COUNTERPARTS; ELECTRONIC SIGNATURES.....................................................................18
10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS
18
ATTACHMENT A - SCOPE OF WORK-----------------------------------------------------------------------------------
------------27
ARTICLE Al GENERAL .......................................................................................................................................
27
A1.01 SCOPE OF SERVICES----------------------------------------------------------------------------------------------------------------------------27
A1.02 WORK ORDERS--------------------------------------------------------------------------------------------------------------------------------------27
A1.03 PAYMENTS----------------------------------------------------------------------------------------------------------------------------------------------27
ARTICLE A2 OVERVIEW OF PROJECT SERVICES..........................................................................................27
A2.01 DEVELOPMENT OF OBJECTIVES---------------------------------------------------------------------------------------------------------28
A2.02 SCHEMATIC DESIGN------------------------------------------------------------------------------------------------------------------------------28
A2.03 DESIGN DEVELOPMENT.......................................................................................................................28
A2.04 CONSTRUCTION DOCUMENTS............................................................................................................28
A2.05 BIDDING AND AWARD OF CONTRACT...............................................................................................28
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT..................................................................28
A2.07 TIME FRAMES FOR COMPLETION........................................................................................................28
ARTICLE A3 ADDITIONAL SERVICES...............................................................................................................28
A3.01 GENERAL................................................................................................................................................28
A3.02 EXAMPLES-----------------------------------------------------------------------------------------------------------------------------------------
----28
A3.03 ADDITIONAL DESIGN-----------------------------------------------------------------------------------------------------------------------------29
ARTICLE A4 REIMBURSABLE EXPENSES ...........................................................................................................
29
A4.01 GENERAL------------------------------------------------------------------------------------------------------------------------------------------------29
A4.02 SUBCONSULTANT REIMBURSEMENTS...............................................................................................29
ARTICLE A5 CITY'S RESPONSIBILITIES-----------------------------------------------------------------------------------------------------------
----30
A5.01 PROJECT AND SITE INFORMATION-----------------------------------------------------------------------------------------------------30
A5.02 CONSTRUCTION MANAGEMENT----------------------------------------------------------------------------------------------------------30
SCHEDULE Al - SUBCONSULTANTS-----------------------------------------------------------------------------------------------------------------31
SCHEDULE A2 - KEY STAFF................................................................................................................................31
ATTACHMENT B - COMPENSATION AND PAYMENTS...........................................................................................32
ARTICLE B1 METHOD OF COMPENSATION.........................................................................................................33
B1.01 COMPENSATION LIMITS........................................................................................................................33
B1.02 CONSULTANT NOT TO EXCEED...........................................................................................................33
ARTICLE B2 WAGE RATES................................................................................................................................33
B2.01 FEE BASIS...............................................................................................................................................33
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS.........................................................................................33
B2.03 MULTIPLIER............................................................................................................................................33
B2.04 CALCULATION---------------------------------------------------------------------------------------------------------------------------------------33
B2.05 EMPLOYEE BENEFITS AND OVERHEAD.............................................................................................34
B2.06 ESCALATION...........................................................................................................................................34
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION..............................................................................34
B3.01 LUMP SUM...............................................................................................................................................34
B3.02 HOURLY RATE FEES........................................................................................ ...........................
34
B3.03 REIMBURSABLE EXPENSES .................................................................................................................
34
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES...........................................................................35
B3.05 FEES FOR ADDITIONAL SERVICES------------------------------------------------------------------------------------------------------35
B3.06 PAYMENT EXCLUSIONS------------------------------------------------------------------------------------------------------------------------35
B3.07 FEES RESULTING FROM PROJECT SUSPENSION.............................................................................35
ARTICLE B4 PAYMENTS TO THE CONSULTANT.............................................................................................35
B4.01 PAYMENTS GENERALLY .......................................................................................................................
35
B4.02 FOR COMPREHENSIVE BASIC SERVICES...........................................................................................36
B4.03 BILLING - HOURLY RATE......................................................................................................................36
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES...................................36
B4.05 DEDUCTIONS..........................................................................................................................................36
ARTICLE B5 REIMBURSABLE EXPENSES-------------------------------------------------------------------------------------------------------36
B5.01 GENERAL................................................................................................................................................36
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS..............................................................................37
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS...........................................37
B6.01 GENERAL................................................................................................................................................37
SCHEDULE B1 —WAGE RATES SUMMARY........................................................................................................38
SCHEDULE B2 — CONSULTANT INVOICE............................................................................................................39
END OF SECTION
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Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
CITY OF MIAMI
*5 IY t1Y1 ,+IIEI � 1
1 OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Marine and Coastal Engineering Services for Dinner Key Marina
Breakwaters Mitigation 406 — D2
Contract Type Project Specific (RFQ No. 20-21-016)
Consultant Cummins Cederberg, Inc.
Consultant Office Location
City Authorization
Agreement Number
7550 Red Road, Suite 217, South Miami, FL 33143
Section 18-87, City of Miami Code
20-21-016
THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this
day of in the year 2022 by and between THE CITY OF MIAMI, FLORIDA,
hereinafter called the "City," and Cummins Cederberg, Inc., hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 20-21-016 on June 4,
2021, for the provision of Marine and Coastal Engineering Services for Dinner Key Marina
Breakwaters Mitigation 406 — D2 ("Services") and the Consultant's proposal ("Proposal"), in
response thereto, was selected as the most qualified for the provision of said Services. The RFQ
and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents
("Solicitation Documents"), and are, by this reference, expressly incorporated into and made a
part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being
attached hereto and incorporated by reference herein as supplemental terms, providing, however,
that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this
Agreement shall control and supersede any such conflicts(s).
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"),
and the applicable provisions of the City Procurement Ordinance, including, without limitation,
City Code Section 18-87, to provide the professional services as described herein.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as
follows:
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ARTICLE 1 DEFINITIONS
1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with
Florida Statutes and City Code.
1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by
reference and made a part of this Agreement as if set forth in full.
1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic
Services.
1.04 Basic Services means those services designated as such in a Work Order.
1.05 City Commission means the legislative body of the City of Miami.
1.06 City Manager means the duly appointed chief administrative officer of the City of Miami.
1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency
that is a party hereto and for which services under this Agreement are to be performed. In all respects
hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In
the event the City exercises its regulatory authority as a governmental body, the exercise of such
regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall
be deemed to have occurred pursuant to the City's authority as a governmental body and shall not
be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be
referred to herein as "City." For the purposes of this Agreement, "City" without modification shall
mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12.
1.08 Commission means the legislative body of the City of Miami. This has the same meaning as City
Commission and is an abbreviation.
1.09 Consultant means the individual, partnership, corporation, association, joint venture, limited liability
company, other recognized business entity, or any combination thereof, of properly registered
professional architects, or engineers, or surveyors and mappers, as applicable, which has entered
into this Agreement to provide professional services to the City.
1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any
combination thereof, which has entered into a contract with the City for construction of City facilities
and incidentals thereto.
1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly
known as Capital Improvements and Transportation Program ("CITP").
1.12 Director means the Director of the City Department designated herein who has the authority and
responsibility for managing the specific project or projects covered under this Agreement. Unless
otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator
of the Office of Capital Improvements or their authorized designee.
1.13 Errors means items in the plans, specifications, or other documents prepared by the Consultant that
are shown incorrectly, which results in a change to the Services and results in the need for the
Contractor to perform corrective work, rework, or additional work or which causes a delay to the
completion of construction.
1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents
prepared by the Consultant which must be corrected in order for the project to function or be built as
intended.
1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by
the City to make observations of Work performed by a Contractor.
1.16 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written
letter or directive issued by the Director or Project Manager acknowledging that all conditions
precedent have been met and/or directing that the Consultant may begin work on the Project.
1.17 Omissions means items that are not shown or included in the plans, specifications, or other
documents prepared by the Consultant which are necessary for the proper and/or safe operation of
the Project or required to meet the Scope of Services.
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1.18 Primary Services means those Services considered by City to be fundamental to the successful
management of the Project as stated in the RFQ, and in Attachment A of this Agreement.
1.19 Project Manager means an employee or representative of the City assigned by the Director to
manage and monitor Work to be performed under this Agreement or the construction of a project as
a direct representative of the City.
1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared
on an annual basis that details the planned financial resources and implementation schedule and
strategies for the City's capital projects over a five (5) year period.
1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals
thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be
further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement.
1.22 Professional Services means those services within the scope of the practice of architecture,
professional engineering, or registered surveying and mapping, as applicable, as defined by the laws
of the State of Florida, or those performed by any architect, professional engineer, or registered
surveyor or mapper in connection with his or her professional employment or practice. These
services may be abbreviated herein as "architectural/engineering services" or "professional services,"
as applicable, which are within this definition.
1.23 Professional Services Agreement ("Agreement" or "PSA') means this Agreement, all
attachments, and any authorized amendments thereto. In the event of a conflict between the Request
for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event
of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control.
In the event of any conflict between this PSA and its attachments, this PSA shall control.
1.24 Resolution means the document constituting the official approval of the City Commission as required
for the City Manager to execute this Agreement, or increase the Project Budget, among other matters.
1.25 Risk Management Administrator means the City's Risk Management Director, or their designee,
or the individual named by the City Manager to administer matters relating to insurance and risk of
loss for the City.
1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables, and milestones required for the completion of a Project or an
assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary
for its completion.
1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise
("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural,
landscape architectural, engineering, or surveying and mapping professional services to the
Consultant as required pursuant to City Code Section 18-87.
1.28 Subconsultant means a person or organization of properly registered professional architects,
engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered
into a written agreement with the Consultant to furnish specified professional services for a Project
or task.
1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an
hourly rate basis, for employees in the specified professions and job categories assigned to provide
services under this Agreement thatjustify and form the basis for professional fees regardless of actual
manner of compensation.
1.30 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the City, which authorizes the performance of specific
professional services for a defined Project or Projects.
1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for
Services to be provided by the Consultant on a specific phase of a Project.
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall take effect upon the date written above upon its execution by the
authorized officers and shall be effective until final completion of construction of the Project and Final
Payment is made to the Consultant.
2.02 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part
of this Agreement.
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2.04 COMPENSATION
2.04-1 Compensation Limits
The amount of compensation payable by the City to the Consultant shall generally be a lump sum not
to exceed fee, based on the rates and schedules established in Attachment B, Compensation and
Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall
the amount of compensation payable to the Consultant by the City, exceed $1,541,109.66, inclusive of
Reimbursable Expenses and Owner's Contingency Allowances, as detailed in Exhibit A, Consultant
Work Order Proposal, attached hereto, unless explicitly approved by action of the City Commission
or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City
may, in its sole and absolute discretion, use other compensation methodologies. The City shall not
have any liability, nor will the Consultant have any recourse against the City for any compensation,
payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this
Agreement, as it may be amended from time to time. The Work may never exceed the limitations
provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing
contracts and other limitations on compensation, as applicable.
2.04-2 Payments
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt
Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by
Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require
one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills
authorized and approved for travel expenses shall be submitted in accordance with Section 112.061,
Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for
the submission of invoices.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise
provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as
constituting an agreement between the City and said another person or firm.
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or their designee may make written requests to the Consultant for the prompt removal and
replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any
personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work
pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen
(14) calendar days of receipt of such request with either the removal and replacement of such personnel or
written justification as to why that may not occur. All decisions involving personnel will be made by the
Consultant. Such request shall solely relate to the work of said employees under this Agreement.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of
particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as
"Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City,
as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval
from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or
their designee with information required to determine the suitability of proposed new Key Staff. Director
will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any
responsibility or liability for the individual's ability to perform.
3.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by
the Director or their designee and to complete each assignment, task or phase within the time stipulated in
the NTP. Time is of the essence with respect to performance of Work under this Agreement.
A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted
by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement
as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional
compensation or for any damages.
3.05 STANDARD OF CARE
Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall
perform all Services in compliance with Florida Administrative Code Chapter 61G1, Chapter 471
(Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida
Statutes, as amended, and all regulations promulgated applicable to these professions. Consultant shall
perform due diligence, in accordance with industry practices, in gathering information and inspecting a
Project site prior to the commencement of design. Consultant shall be responsible for the professional
quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services
furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions,
and/or deficiencies in its designs, drawings, specifications, or other Services without additional
compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in
construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting
from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or
other Services.
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part
of the consulting team during the competitive selection process by which the Consultant was chosen
to perform the Services under this Agreement, and as such, is identified and listed in Attachment A,
Schedule Al - Subconsultants attached hereto and incorporated herein by reference.
4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director,
entered into a written agreement with the Consultant to furnish unique and/or specialized professional
services necessary for a project or task described under Additional Services. Such Specialty
Subconsultant shall be in addition to those identified in Attachment A, Schedule Al.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written
agreements between the Consultant and the Subconsultants, which shall contain provisions that
preserve and protect the rights of the City under this Agreement.
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship
between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are
entirely under his direction, control, supervision, retention, and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule
Al without prior written approval by the Director or designee, in response to a written request from the
Consultant stating the reasons for any proposed change.
ARTICLE 5 DEFAULT
5.01 GENERAL
If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has
with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. If
Consultant is given notice of default and does not cure such default in accordance with section 5.03 of this
Agreement, the City, in addition to all remedies available to it by law, may immediately, without further
notice to the Consultant, terminate this Agreement whereupon no further amounts shall be payable to
Consultant all payments, advances, or other compensation paid by the City to the Consultant while the
Consultant was in default shall be immediately returned to the City. The Consultant understands and
agrees that termination of this Agreement under this section shall not release the Consultant from any
obligation accruing prior to the effective date of termination.
In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the
City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs
and expenses incurred by the City in the re -procurement of the Services, including consequential and
incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the
Consultant until such time as the actions giving rise to default have been cured.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any one or more
of the following:
5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure,
insurance or bonding herein required.
5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under
this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with
the City, beyond the specified period allowed to cure such Default.
5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein
or fails to complete the Work in a timely manner as required by this Agreement.
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE
The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of
Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in
said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute
discretion, may allow additional days to perform any required cure if the Consultant provides written
justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within
the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in
said notice, without the necessity of any further action by the City.
Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term
is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate
with the cause of such failure to perform or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
The City (including specifically the City Manager or the Director acting administratively), has the right to
terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon
termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents,
including all electronic (digital) copies related to Work authorized under this Agreement, whether finished
or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
accordance with provisions of Attachment B, provided that said documentation is turned over to the Director
or the Director's designee within ten (10) business days of termination. Failure to timely deliver the
documentation shall be cause to withhold any payments due without recourse by the Consultant until all
documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except
to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation
for the Services that were performed in complete compliance with the Agreement, as full and final
settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against
the City, its officials or employees. The Consultant has voluntarily acknowledged the applicability of
this Section by submitting a response to this solicitation.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by
the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the
City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this
Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the
City's breach and afford the City sixty (60) calendar days to cure.
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT
The Consultant warrants that it has not employed or retained any company or person, other than a bona
fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has
not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of this provision, the City shall have the right to terminate the Agreement without
liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions,
percentages, gifts, or other consideration paid to undisclosed lobbyists or agents.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained
under this Agreement, as well as all data collected, together with summaries and charts derived therefrom,
including all electronic digital copies (Deliverables), will be considered works made for hire and will, based
on incremental transfer wherein the above shall become the property of the City upon payments made to
the Consultant or termination of this Agreement without restriction or limitation on their use, and will be
made available, on request, to the City at any time during the performance of such services and/or upon
completion or termination of this Agreement. The Consultant shall not copyright any material and products
or patent any invention developed under this Agreement. The City shall have the right to visit Project sites
for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted
to retain copies, including reproducible copies, solely for information and reference in connection with the
City's use and occupancy of the Project.
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director
or designee within ten (10) business days of cancellation, or within ten (10) business days of request by
the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the
Consultant delivers all such documents. The Consultant shall have no recourse from these requirements.
7.03 RE -USE BY CITY
It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision
for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole
option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with
this provision without the necessity of further approvals, compensation, fees or documents being required
and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans,
documents, studies, or other data for any purpose other than that intended by the terms and conditions of
this Agreement for the current Project.
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7.04 NONDISCLOSURE
To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third
person, firm or organization, without Director's or their designee'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, or otherwise required by law, where such information has been properly subpoenaed, any
non-public information concerning the Services to be rendered by the Consultant hereunder, and the
Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of
this paragraph.
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS
The Consultant shall keep adequate records and supporting documentation, which concern or reflect its
Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter
119, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and
documentation shall be retained by the Consultant for a minimum of three (3) years from the date of
termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly
authorized agents or representatives of the 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 three (3) year period noted above, provided, however, such activity shall be conducted only
during normal business hours.
Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation:
(1) Keep and maintain public records required by the City to perform the service; (2) upon request from the
City's custodian of public records, provide the City with a copy of the requested records or allow the records
to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this
chapter or as otherwise provided by law; (3) 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 contract term and following completion of the contract if the contractor does not transfer the
records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in
possession of the contractor or keep and maintain public records required by the City to perform the service.
If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon completion of the
contract, the Contractor shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the information technology systems of the City.
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 DIVISION OF PUBLIC RECORDS AT
(305) 416-18007 VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM,
OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY
ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE
CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT
THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI")
WHO IS ADMINISTERING THIS CONTRACT.
7.06 E-VERIFY
Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the Consultant during the term of the Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement
to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility of all new employees hired by the Subconsultant during the Agreement term.
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ARTICLE 8 INDEMNIFICATION
The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors,
instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs,
including, but not limited to reasonable attorney's fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons
employed or utilized by Consultant in the performance of services under this Contract. Consultant shall,
further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or
employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions,
injuries or damages arising or resulting from the work, unless it is alleged that the City, its officials and/or
employees were negligent. In the event that any action or proceeding is brought against the City by reason
of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend
such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant
expressly understands and agrees that any insurance protection required by this Agreement or otherwise
provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless
and defend the City or its officers, employees, agents and instrumentalities as herein provided.
The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense,
to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for
such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of
every name and description which may be brought against the City, in connection with services performed
by the Consultant or persons employed or utilized by Consultant.
This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also
survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws
of the State of Florida, including without limitation and interpretation, which conforms to the limitations of
Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is
invalidated by a court of competent jurisdiction to be invalid, unenforceable or illegal, the unenforceable
provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and
provisions shall be deemed modified and will be given effect to the extent necessary to render such
provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced
accordingly , preserving to the fullest extent possible the intent and agreements of the parties as are set
forth in this Section.
The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify
the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any
claims which may result from any actions or omissions of the Consultant in which the City participated,
either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any
submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any
responsibility or liability of the Consultant or Subconsultant under this Agreement.
Ten dollars ($10) of the payments made by the
consideration for the granting of this Indemnification,
knowingly acknowledged by the Consultant.
ARTICLE 9 INSURANCE
City constitute separate, distinct, and independent
the receipt and sufficiency of which is voluntarily and
The Consultant shall not start Services under this Agreement until the Consultant has obtained and
provided to the City all insurance required hereunder and the City's Risk Management Administrator also
known as the Director of the Risk Management Department, or their authorized designee, has approved
such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and
be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Procurement Department and Risk
Management Administrator for review and approval prior to the execution of this Agreement. The
Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and
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classification required by these provisions, and in accordance to Insurance Exhibit C contained herein.
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The
Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement
Department and Risk Administrator within ten (10) business days of written request.
9.03 FORMS OF COVERAGE
9.03-1 Commercial General Liability and Automobile Liability
The Consultant shall maintain commercial general liability coverage written on a primary and non-
contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for
bodily injury and property damage. The coverage shall include Premises and Operations, Contingent
and Contractual Liability, and Products and Completed Operations, with additional endorsements as
applicable. Waiver of Subrogation applies in favor of the certificate holder.
The coverage shall be written on a primary and non-contributory basis with the City listed as an
additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of
cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment.
9.03-2 Business Automobile
The Consultant shall provide business automobile liability coverage including coverage for all owned,
hired, and non -owned autos with a minimal combined single limit of $1,000,000.00 naming the City as
an additional insured with respect to this coverage. Notice of cancellation should read thirty (30)
calendar days and ten (10) business days for nonpayment.
9.03-3 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage
in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 aggregate providing for all sums
which the Consultant shall be legally obligated to pay as damages for claims arising out of the services
performed by the Consultant or any person employed by the Consultant in connection with this
Agreement. This insurance shall be maintained for at least one (1) year after completion of the
construction and acceptance of any project covered by this Agreement. Coverage must reference the
retroactive date.
9.03-4 Worker's Compensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each
occurrence.
9.03-5 Subconsultant Compliance
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements.
9.03-6 Umbrella Liability
The Consultant shall provide umbrella liability coverage in the amount of $1,000,000 each occurrence,
$1,000,000 aggregate. The City shall be listed as an additional insured, coverage is excess over the
general liability and auto policies.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or their authorized designee reserves the right to require modifications, increases,
or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations
by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06,
Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then
readily available in the national market, and may request additional consideration from the City
accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS; INSPECTION
The City reserves the right to audit the Consultant's accounts during the performance of this Agreement
and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies
of any records necessary, in the opinion of the Director, to approve any requests for payment by the
Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and
Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated
by reference herein.
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10.02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to time, represents the entire and integrated agreement
between the City and the Consultant and supersedes all prior negotiations, representations, or agreements,
written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any
respect, at any time after the execution hereof, except by a written document executed with the same
formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement
shall not be deemed to be a waiver of a breach of any other provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole
or in part, by the Consultant without the written consent of the City, acting by and through its City
Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant,
a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that
would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services
are unique in nature and any assignment, sale transference without City Commission approval shall be
cause for the City to terminate this Agreement. The Consultant shall have no recourse from such
termination. The City may require bonding, other security, certified financial statements and tax returns from
any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory
to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and
the City each binds one another, their partners, successors, legal representatives and authorized assigns
to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of
such party in respect to all covenants of this Agreement.
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE
In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under
the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting
the compensation are accurate, complete, and current at the time of NTP. The original Project price and
any addition thereto will be adjusted to exclude any significant sums by which the City determines the
project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit
costs. All such price adjustments will be made within one (1) year following the end of the Project.
10.05 APPLICABLE LAW AND VENUE OF LITIGATION
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the
State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this
Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees
except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification,
herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must
maintain an action to enforce the duty to indemnify the City.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
electronic mail, and registered United States mail, return receipt requested, addressed to the party for
whom it is intended at the place last specified; and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the provisions of this paragraph. For the
present, the parties designate the following as the respective places for giving of notice:
For City of Miami:
Arthur Noriega V
City Manager
Office of the City Manager, City of Miami
444 SW 2nd Avenue, 10t" Floor
Miami, Florida 33130-1910
Email: ANoriegaa-miamigov.com
Phone: 305-416-1025
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Annie Perez, CPPO
Director
Department of Procurement, City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
Email: AnniePereza-miamigov.com
Phone: 305-416-1910
Victoria Mendez
City Attorney
Office of the City Attorney, City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130-1910
Email: VictoriaMendeza-miamigov.com
Phone: 305-416-1832
With Copies to:
Angel R. Carrasquillo, PE
Director
Office of Capital Improvements, City of Miami
444 SW 2nd Avenue, 8th Floor
Miami, Florida 33130-1910
Email: ACarrasguilloa-miamigov.com
Phone: 305-416-1236
For Consultant:
Jason Cummins, M.SC, PE
Principal
Cummins Cederberg, Inc.
7550 Red Road, Suite 217
South Miami, Florida, 33143
Email: JCumminsCa�cumminscederberg.com
Phone: 305-741-6155
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no
rule of strict construction shall be applied against either party hereto. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as
"herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any
sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever
reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a
whole, including all the subsections of such Section, unless the reference is made to a subsection or
subparagraph of such Section or Article.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely against one of
the parties than any other.
10.09 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit
attached hereto, any document or events referred to herein, or any document incorporated into this
Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term,
statement, requirement, or provision contained in this Agreement shall prevail and be given effect.
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10.10 MEDIATION -WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the
design and /or construction of the subject project(s), and/or following the completion of the projects(s), the
parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation
prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who
the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State
of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees
to include such similar contract provisions in the agreements with all Subconsultants and/or independent
contractors retained for the project(s), thereby providing for non -binding mediation as the primary
mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite
the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive
counterclaims in any action arising under this Agreement.
10.11 TIME
Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement
and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the
Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed
strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines
established in this Agreement and/or Work Orders pursuant hereto.
10.12 COMPLIANCE WITH LAWS
The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions
including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable
guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement.
The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law
in connection with the performance of this Agreement.
10.12-1 Non -Discrimination
The City warrants and represents that it does not and will not engage in discriminatory practices and
that there shall be no discrimination in connection with the Consultant's performance under this
Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or
sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely
by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual
orientation, be excluded from participation in, be denied services, or be subject to discrimination under
any provision of this Agreement.
10.12-2 OSHA Compliance
The Consultant warrants that it will comply with all safety precautions as required by federal, state, and
local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's
access to City property, including project jobsites, if the Consultant's employees are not properly
equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-
compliance with safety regulations is exhibited by the Consultant.
10.12-3 ADA Compliance
The Consultant shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City,
including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all
applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative
steps to -insure nondiscrimination in employment of disabled persons.
10.13 NO PARTNERSHIP
The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership
or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the
City to any promise, debt, default, contract liability, or undertaking of the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion of the Director or the Director's authorized designee.
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10.15 RESOLUTION OF CONTRACT DISPUTES
The Consultant understands and agrees that all disputes between it and the City based upon an alleged
violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner.
The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit
a copy to the City of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their
dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06,
Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute
and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the
Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement.
Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the
Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative
to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within
five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall
constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is
required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the
amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved
or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission if applicable; or
(ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation, or a period of (90)
calendar days has expired where the City Manager's decision is subject to City Commission
approval; or
(iii) The City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR
The Consultant has been procured and is being engaged to provide services to the City as an independent
contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor
be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified employees. The Consultant further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to the Consultant and
agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering
services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the
Consultant and the Consultant has no ability to bind the City in this regard.
10.17 CONTINGENCY CLAUSE
Funding for this Agreement is contingent on the availability of funds and continued authorization for program
activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of
funds and/or change in regulations, upon thirty (30) calendar days' notice.
10.18 THIRD PARTY BENEFICIARY
The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a
third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under
this Agreement.
10.19 ADDITIONAL TERMS AND CONDITIONS
If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no
additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions
of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and
all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or
other Agreement.
10.20 SEVERABILITY
If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law
or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall
be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the
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entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law
or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This
Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation
for convenience.
10.21 COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in counterparts, each of which shall be an original as against either Party
whose signature appears thereon, but all of which taken together shall constitute but one and the same
instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force
and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this
Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on
the party whose name is contained therein. Any party providing an electronic signature agrees to promptly
execute and deliver to the other parties an original signed Agreement upon request.
10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS
a. Equitable Adjustment
The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract
terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in
the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due
to circumstances beyond the Contractor's control, (2) the volatility affects the marketplace or industry,
not just the particular contract source of supply, (3) the effect on pricing or availability of supply is
substantial, and (4) the volatility so affects the Contractor that continued performance of the contract
would results in a substantial loss.
Contractor might have to supply documentation to justify any requested percentage increase in cost to
the City of Miami.
b. Non -Appropriation of Funds
In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable
in any fiscal period for payments due under this contract, then the City, upon written notice to the
Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract
without penalty or expense to the City. No guarantee, warranty, or representation is made that any
project(s) will be awarded to any firm(s).
c. Subcontractors of Work Shall be Identified
As part of the contract, Contractor is required to identify any and all Subconsultants/Subcontractors
that will be used in the performance of this proposed contract, their capabilities, experience, minority
designation, as defined in Ordinance 10062 and the portion of the work to be done by the
Subconsultant/Subcontractor.
The Contractor shall not, at any time during the tenure of the contract, subcontract any part of his
operations or assign any portion or part of the contract, to Subconsultant/Subcontractor(s) not originally
mentioned in their Proposal, except under and by virtue of permission granted by the City through the
proper officials.
Nothing contained in this specification shall be construed as establishing any contractual relationship
between any Subconsultant/Subcontractor(s) and the City.
The Contractor shall be fully responsible to the City for the acts and omissions of the
Subconsultant/Subcontractor(s) and their employees, as for acts and omissions of persons employed
by the Contractor.
d. Davis -Bacon Act
Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate
schedules. Contractor shall use the Federal Wages reflected in Wage General Decision Number FL
180260 01/12/2018 FL260 in developing its proposal for this Contractor shall be required to provide
certified payroll records documenting the work performed on this project.
e. Compliance with the Copeland "Anti -Kickback" Act
1. The Contractor shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may
be applicable, which are incorporated by reference into this contract.
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2. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other
clauses as the FEMA may be appropriate instructions require, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be
responsible for the compliance by any subcontractor or lower tier subcontractor with all of these
contract clauses.
3. A breach of the contract clauses above may be grounds for termination of the contract, and for
debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12.
f. Compliance with the Contract Work Hours and Safety Standards Act
1. Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or permit
any such laborer or mechanic in any workweek in which he or she is employed on such work to
work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one half time the basic rate of pay for all hours worked
in excess of forty (40) hours in such workweek.
2. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause
set forth in paragraph (1) of this section, the Contractor, and any subcontractor responsible
therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall
be liable to the United States (in case of the work done under contract for the District of Columbia
or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of
$10 for each calendar day on which such individual was required or permitted to work in excess of
the standard workweek of forty (40) hours without payment of the overtime wages required by the
clause set forth in paragraph (1) of this section.
3. Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action
or upon written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of work performed by the Contractor
or subcontractor under any such contract or any other Federal contract with the same Contractor,
or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards
Act, which is held by the Contractor, such sums as may be determined to be necessary to satisfy
any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as
provided in the clause set forth in paragraph (2) of this section.
4. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph
(1) through (4) of this section and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontract. The Contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of
this section.
g. Parts at Pass -Through Cost (for Repairs Outside the Scope of Work)
All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed
at the Contractor's actual cost and will be passed on to the City without markup or any additional fees.
The Contractor shall submit purchase receipt of parts along with the labor invoice for payment.
The Contractor shall be responsible for sourcing all parts necessary to complete the work requirements
of each job specification. Replacement parts furnished must be of the same manufacturer or an equal
product. All equipment and materials shall be commercial quality and grade and be from a regular
product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be
specified or installed in the facilities.
h. Notification to Perform Work
The Contractor shall notify the Project Manager when an employee is on the property and for what
purpose.
i. Background Checks
The Contractor shall be required to comply with the background screening specifications as listed in
the Jessica Lunsford Act, Florida Statue § 1012-32.
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The law requires that before contract personnel are permitted access on grounds when children are
present, or if they will have direct contact with children, or have access to or control of school funds,
they must have completed Level Two (2) screening requirements.
Prior to commencement of the project, the Contractor shall provide Level Two (2) background screening
results for all employees completing the work on park grounds.
j. Equal Employment Opportunity
During the performance of any resulting contract from an RFQ, the Contractor agrees as follows:
1. The Contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that
applicants are employed, and the employees are treated during employment without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not be limited to the
following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth the provisions of
this nondiscrimination clause.
2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive considerations for employment without
regard to race, color, religion, sex, or national origin.
3. The Contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising
the said labor union or workers' representative of the Contractor's commitments under this section
and shall post copies of the notice in conspicuous places available to employees and applicants
for employment.
4. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
6. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or
suspended in whole or in part and the Contractor may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
7. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and
the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The Contractor will take such action with respect to any subcontract or
purchase order as the administering agency may direct as a means of enforcing such provisions,
including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the Contractor may request the United States to enter into
such litigation to protect the interests of the United States.
k. Clean Air Act
1. The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
2. The Contractor agrees to report each violation to the City of Miami and understands and agrees
that the City of Miami will, in turn, report each violation as required to assure notification to the
Federal Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FEMA.
I. Federal Water Pollution Control Act
1. The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq.
2. The Contractor agrees to report each violation to the City of Miami and understands and agrees
that the City of Miami will, in turn, report each violation as required to assure notification to the
Federal Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FEMA.
m. No Obligation by Federal Government
The Federal Government is not a party to this contract and is not subject to any obligation or liabilities
to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the
contract.
In. Program Fraud and False or Fraudulent Statements or Related Acts
The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this contract.
o. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended)
Contractor who bid for an award of $100,000 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 take place in connection with
obtaining any federal award. Such disclosures are forwarded form tier to tier, and up to the recipient.
Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Contractor
to return this form signed along with their Proposal.
p. Procurement of Recovered Materials
1. In the performance of this contract, the Contractor shall make maximum use of products containing
recovered materials that are EPA -designated items unless the product cannot be acquired;
a. Competitively within a timeframe providing for compliance with the contract performance
schedule;
b. Meeting contract performance requirements; or
c. At a reasonable price.
2. Information about this requirement, along with the list of EPA -designate items, is available at EPA's
Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-
procurement-qu ideline-cm-program.
cl. DHS, Seal, Logo, and Flags
The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of
DHS agency officials without specific FEMA pre -approval.
r. Compliance with Federal Law, Regulations, and Executive Orders
This is an acknowledgement that FEMA financial assistance will be used to fund this contract only. The
Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies,
procedures, and directives.
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s. Access to Records
1. The Contractor agrees to provide the City of Miami, (insert name of project manager), the FEMA
Administrator, the Comptroller General of the United States, or any of their authorized
representatives access to any books, documents, papers, and records of the Contractor which are
directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and
transcriptions.
2. The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
3. The Contractor agrees to provide the FEMA Administrator or his authorized representatives' access
to construction or other work sites pertaining to the work being completed under the contract.
t. Suspension and Debarment
1. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As
such the Contractor is required to verify that none of the Contractor, its principals (defined at 2
C.F.R. §180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R.
§ 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
2. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and
must include a requirement to comply with these regulations in any lower tier covered transaction
it enters into.
3. This certification is a material representation of fact relied upon by City of Miami. If it is later
determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the
Federal Government may pursue available remedies, including but not limited to suspension and/or
debarment.
4. The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R.
pt. 3000, subpart C while this offer is valid and throughout the period offer. The Contractor further
agrees to include a provision requiring such compliance in its lower tier covered transactions.
u. United States Housing and Urban Development; CDBG-MIT
1. This contract is funded by US HUD dollars and Community Development Block Grant (CDBG)
dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, and therefore, is subject to federal
procurement regulations 2 CFR 200.318 to 200.327.
2. Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price
for each contract in which there is no price competition and, in all cases, where a cost analysis is
performed. To establish a fair and reasonable profit, consideration must be given to the complexity
of the work to be performed, the risk borne by the contractor, the contractor's investment, the
amount of subcontracting, the quality of its record of past performance, and industry profit rates in
the surrounding geographical area for similar work.
v. Section 3 of the Housing and Urban Development Act of 1968
1. The work to be performed under this contract is subject to the requirements of section 3 of the
Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (section 3). The
purpose of section 3 is to ensure that employment and other economic opportunities generated by
HUD assistance or HUD -assisted projects covered by section 3, shall, to the greatest extent
feasible, be directed to low- and very low-income persons, particularly persons who are recipients
of HUD assistance for housing.
2. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which
implement section 3. As evidenced by their execution of this contract, the parties to this contract
certify that they are under no contractual or other impediment that would prevent them from
complying with the part 135 regulations.
3. The contractor agrees to send to each labor organization or representative of workers with which
the contractor has a collective bargaining agreement or other understanding, if any, a notice
advising the labor organization or workers' representative of the contractor's commitments under
this section 3 clause and will post copies of the notice in conspicuous places at the work site where
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
both employees and applicants for training and employment positions can see the notice. The
notice shall describe the section 3 preference, shall set forth minimum number and job titles subject
to hire, availability of apprenticeship and training positions, the qualifications for each; and the name
and location of the person(s) taking applications for each of the positions; and the anticipated date
the work shall begin.
4. The contractor agrees to include this section 3 clause in every subcontract subject to compliance
with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an
applicable provision of the subcontract or in this section 3 clause, upon a finding that the
subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not
subcontract with any subcontractor where the contractor has notice or knowledge that the
subcontractor has been found in violation of the regulations in 24 CFR part 135.
5. The contractor will certify that any vacant employment positions, including training positions, that
are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons
other than those to whom the regulations of 24 CFR part 135 require employment opportunities to
be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135.
6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of
this contract for default, and debarment or suspension from future HUD assisted contracts.
With respect to work performed in connection with section 3 covered Indian housing assistance,
section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also
applies to the work to be performed under this contract. Section 7(b) requires that to the greatest
extent feasible (i) preference and opportunities for training and employment shall be given to
Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian
organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to
the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent
feasible, but not in derogation of compliance with section 7(b).
w. Rights to Inventions Made Under a Contract or Agreement
If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient
or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental, developmental, or
research work under that "funding agreement," the recipient or subrecipient must comply with the
requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
END OF SECTION
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESSIATTEST:
Signature
Leonard Barrera Allen
P7nt Name, Title
ATTEST:
Cd4ultant Secret;
(Affirm Consultant
r-Al11IM35
if a*ailable)
Todd B. Hannon, City Cleric
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann Marie Sharpe, Director
Risk Management Department
Marine and Coastal Engineering Services for
Dinner Key Marina Breakwaters Mitigation 406
CUMMINS CEDERBERG, INC., a Florida
Profit Corporation
Print Name, Title
piSNf Ne+rhr�+
F-
z;•� rn
_ SEAL
N'•HH+�itls�t�d,'
CITY OF MIAMI, a municipal corporation of the
State of Florida
Arthur Noriega V, City Manager
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney
RFQ 20-21-016
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
Cummins Cederberg, Inc, a corporation organized and existing under the laws of the State of Florida held
on the 117 day of March , 2010 a resolution was duly passed and adopted authorizing (Name)
Jason Cummins as (Title) VP of the corporation to execute agreements on behalf of the corporation
and providing that their execution thereof, attested by the secretary of the corporation, shall be the official
act and deed of the corporation. I further certify that said resolution remains in full force and effect.
IN WITNESS WHE EOF, I have hereunto set my hand this day of (C1, , 202-2-
Secretary:
Print: Ge. 4r
CERTIFICATE OF AUTHOR! 1 T
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under the laws
of the State of held on the day of a resolution was duly passed
and adopted authorizing (Name) as (Title) of the
partnership to execute agreements on behalf of the partnership and provides that their execution thereof,
attested by a partner, shall be the official act and deed of the partnership. I further certify that said
partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20
Partner:
Print:
Name-, and addresses of nartnPrs-
Name Street Address City State Zip
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
,Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is
authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each
member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority
(corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name) , individually and doing business as
(dlbfa) (if Applicable) have executed and am bound by the
terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20^
Signed:
Print:
STATE OF T \ ov-i 3
NOTARIZATION
) SS
COUNTY OF _l`ZiGnn� - rz l }}
The foregoing instrument was acknowledged before me this � day of t' ciliirjn
,,,2,-,�� by � ', w=ho
ersonall=a=eam2
`�rwho has produced
as identification andl 'dath.
SIONAytJRE OF NOTARY PUBLIC
STAB OF FLORIDA
Jo
• Notary f ublic State of Florlda
PR I N r f 61FtSl�Ei�l+r�2efr
NAME Afl1�°�'
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide Marine and Coastal Engineering Services for Dinner Key Marina Breakwaters
Mitigation 406. The Consultant shall provide interdisciplinary services necessary to complete the design
and permit for the coastal structures to be developed at the spoil island by the Dinner Key Marina to protect
and make resiliency for the marina and the shore during a storm event. The Consultant shall provide full
design and permitting services for the construction of the project, detailed field investigation, topographic
survey, seagrass survey, uplands vegetation survey, geotechnical testing and reports, coastal engineering
studies such as, design waves, water level, sea level rise, including level of risk of the proposed structures.
A1.01 SCOPE OF SERVICES
A1.01-1 The Consultant agrees to provide comprehensive Professional Services in accordance
with all applicable laws, building and environmental regulations, including the Florida Building Code
and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further
enumerated in a Work Order. Consultant may be required to perform all or some of the services
described in this Agreement, depending on the needs of the City for the Project. The Scope of
Services shall include, but are not limited to, complete planning and design services, programming,
surveying, geotechnical, feasibility studies, options, evaluations, public meetings, irrigation, lighting,
electrical, mechanical, plumbing, landscaping, parking analysis, detailed facility assessments, cost
estimates, opinions of probable construction cost, permitting, preparation of bid and construction
documents, review of work prepared by Sub -consultants and other consultants, field investigations
and observations, construction contract administration, as -built documentation, and other related
marine and coastal engineering services as needed to complete the Project. Consultant shall provide
comprehensive marine and coastal engineering services for the Project for which Consultant was
selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive
Negotiations Act (CCNA). A more detailed version of scope of work is included in Exhibit A.,
"Consultant Work Order Proposal".
A1.02 WORK ORDERS
When OCI has determined that the Project is to proceed, the Director or authorized designee will request
in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided
to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and
others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services
and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the
format provided by the City, indicating the proposed Scope of Services, time of performance, staffing,
proposed fees, Subconsultants, and deliverable items and/or documents.
The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order
Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal,
OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon
approval, OCI will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by
the Director or designee.
A1.03 PAYMENTS
The City will pay the Consultant in accordance with provisions and limitations of Attachment B,
Compensation and Payments. No payment will be made for the Consultant's time or services in
connection with the preparation of any Work Order Proposal or for any Work done in the absence of an
executed Work Order, NTP and/or Purchase Order.
ARTICLE A2 OVERVIEW OF PROJECT SERVICES
Consultant agrees to provide complete marine and coastal engineering services as set forth in the tasks
enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state,
county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate
staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement.
Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required
under Article A2, without additional charge, for review and approval by the City. Consultant shall not
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
proceed with the next task of the Work until the documents have been approved, in writing, by City, and an
Authorization to Proceed with the next task has been issued by City.
Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall
perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61 G15-18 through
61 G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with
best industry practices, in gathering information and inspecting a Project site prior to the commencement
of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination
of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement.
Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or
deficiencies in its designs, drawings, specifications or other Services. Consultant shall also be liable for
claims for delay costs, and any increased costs in construction, including but not limited to additional work,
demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its
designs, drawings, specifications or other Services.
A2.01 FEASABILITY STUDY
Please refer to Exhibit A, "Consultant Work Order Proposal".
A2.02 SCHEMATIC DESIGN
Please refer to Exhibit A, "Consultant Work Order Proposal".
A2.03 DESIGN DEVELOPMENT
Please refer to Exhibit A, "Consultant Work Order Proposal".
A2.04 CONSTRUCTION DOCUMENTS
Please refer to Exhibit A, "Consultant Work Order Proposal".
A2.05 BIDDING AND AWARD OF CONTRACT
Please refer to Exhibit A, "Consultant Work Order Proposal".
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT
Please refer to Exhibit A, "Consultant Work Order Proposal".
A2.07 TIME FRAMES FOR COMPLETION
The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached
as Schedule A5.
Feasibility Study
180 days
Schematic Design
60 days
Design Development
90 days
50% Construction Documents
60 days
100% Construction Documents
60 days
Dry — Run Permitting
60 days
Bidding and Award of Construction Contract 60 days
Construction Contract Administration 365 days
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
Services categorized below as "Additional Services" may be specified and authorized by City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to
the following:
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing
facilities, and surveys or inventories in connection with construction performed by City.
A3.02-2 Specialty Design: Any additional special professional services not included in the
Scope of Work.
A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or
comparative studies of prospective sites. Surveys of the existing structure required to complete
as -built documentation are not additional services.
A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic
Services for the initial start-up, testing, adjusting and balancing of any equipment or system;
extended training of City's personnel in operation and maintenance of equipment and systems, and
consultation during such training; and preparation of operating and maintenance manuals, other
than those provided by the Contractor, sub -contractor, or equipment manufacturer.
A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or
from a change in Scope of Work, when such revisions are inconsistent with written approvals or
instructions previously given by City and are due to causes beyond the control of Consultant (Major
revisions are defined as those changing the Scope of Work and arrangement of spaces and/or
scheme and/or any significant portion thereof).
A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with
any mediation, arbitration or legal proceeding, providing, however, that Consultant cannot testify
against City in any proceeding during the course of this Agreement.
A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted architectural/engineering practice
related to construction.
A3.03 ADDITIONAL DESIGN
The City may, at its option, elect to proceed with additional services relating to the Project.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and
Additional Services and consist of actual, direct expenditures made by the Consultant and the
Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be
considered as reimbursable expenses under this Agreement.
A4.01-1 Communications Expenses: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier and express mail between the Consultant's
various permanent offices and Subconsultants. The Consultant's field office at the Project site is
not considered a permanent office. Cell phones will not be considered as reimbursable expenses
under this agreement.
A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs
approved by the Project Manager.
A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable
to the Project. These permit fees do not include those permits required to be paid by the Consultant.
A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager.
A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the
Project Manager.
A4.02 SUBCONSULTANT REIMBURSEMENTS
Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant`s
agreement provides for reimbursable expenses and when such agreement has been previously approved,
in writing, by the Director and subject to all budgetary limitations of the City and requirements of this
Agreement.
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ARTICLE A5 CITY'S RESPONSIBILITIES
A5.01 PROJECT AND SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant
with the information described below, or, if not readily available, may authorize Consultant to provide such
information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions,
locations of existing structures, the grades and lines of street, pavement, and adjoining properties;
the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing
utilities information regarding sewer, water, gas, telephone and/or electrical services.
A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical,
structural, or other tests when deemed necessary; and, if required, an appropriate professional
interpretation thereof and recommendations. Consultant shall recommend necessary tests to City.
A5.01-3 General Project Information: Information regarding Project Budget, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program pursuant
to Article A2.02, Schematic Design.
A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original
construction, subject to as -built availability. However, such drawings, if provided, are not warranted
to represent conditions as of the date of receipt. Consultant must still perform field investigations
as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient
information to perform its services. Investigative services in excess of "Normal Requirements," as
defined, must be authorized in advance.
A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1
through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to
rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such
information to determine if additional information and/or testing is required to properly design the
Project.
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities
described in the general conditions and supplementary conditions of the construction contract
relating to review and approval of the construction work by the Contractor.
A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project,
or other nonconformance with the contract during construction, City shall give prompt notice thereof
to Consultant.
END OF SECTION
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
AECOM Technical Services, Inc.
Environmental Engineering
NV5, Inc.
Geotechnical
APTIM Environmental and Infrastructure, LLC
Environmental Engineering
DHI Water & Environmental
Coastal Advisor
Basulto & Associates, Inc.
Mechanical, Electrical, and Plumbing Services
300 Engineering Group, P.A.
Civil Engineering Services
Curtis + Rogers Design Studio, Inc.
Landscape Architecture
SCHEDULE A2 - KEY STAFF
NAME
JOB CLASSIFICATION
Jason Cummins, P.E.
Project Manager
Jannek Cederberg, P.E.
Lead Marine and Coastal Engineer
Jason Taylor, P.E.
Lead Structural Engineer
Vik Kamath, P.E.
Lead Environmental Engineer
Danielle Irwin, CFM, PWS, LEED AP, WEDG
Adaptation Specialist
Rene Basulto, P.E.
Senior Mechanical, Electrical, and Plumbing
Engineer
Michael Lowiec, PSM
Professional Surveyor and Mapper
Mariana Boldu, RLA, ASLA, LEED AP, WEDG
Lead Landscape Architect
Jordan P. Cheifet, P.E., CFM
Senior Coastal and Marine Engineer
Leonard Barrera Allen, P.E., WEDG
Coastal Engineer
Penny Cutt
Senior Marine Scientist and Environmental
Permitting
Gina Chiello, WEDG
Senior Marine Scientist and Environmental
Permitting
Christie Hurley, WEDG
Marine Scientist
Rebecah Delp, MPS, WEDG
Marine Scientist
Trisha Stone, PWS
Senior Marine Scientist
Jessica Rakich, El
Coastal Engineer
Sahar Haddadian, El
Coastal Engineer
Colton Manning, El
Coastal Engineer
Jon Cunningham, El
Marine Engineer
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
SCHEDULE A2 — KEY STAFF (Continued)
NAME
JOB CLASSIFICATION
Geoffrey Parker, P.E.
Senior Marine and Coastal Engineer
Anne E. Laird
Marine Scientist
Caroline Jasperse
Marine Biologist
Francesa Fourney
Marine Scientist
Katie Britt Williams
Grant Funding and Policy
Garfield Wray, P.E., DGE
Geotechnical Manager
Jeffrey Andrews, PSM, CH
Surveyor and Mapper
Charles T. Yost
Electrical Engineer
Franklin A. Torrealba, P.E., ENV SP
Civil and Environmental Engineer
Josh van Berke]
Coastal Engineering Advisor
Danker Kolijn
Coastal Engineering Advisor
Tom Foster
Coastal Engineering Advisor
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE 131 METHOD OF COMPENSATION
The fees for Professional Services for each Work Order shall be determined by one of the following methods
or a combination thereof, at the option of the Director or designee, with the consent of the Consultant.
a) A Lump Sum as defined in Article B3.01, Lump Sum.
b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant
to the same.
131.01 COMPENSATION LIMITS
The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant
payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1
Compensation Limits, as the maximum compensation limit for cumulative expenditures under this
Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise
may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where
specifically approved in accordance with the City Code by the City Manager or City Commission as
applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement.
131.02 CONSULTANT NOT TO EXCEED
Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage
amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall
have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's
own cost and expense.
ARTICLE B2 WAGE RATES
B2.01 FEE BASIS
All fees and compensation payable under this Agreement shall be formulated and based upon the averages
of the certified Wage Rates that have been received and approved by the Director. The averages of said
certified Wage Rates are summarized in Schedule 131 - Wage Rates Summary incorporated herein by
reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant
and Subconsultant employees in the specified professions and job categories that are to be utilized to
provide the services under this Agreement, regardless of manner of compensation.
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS
Schedule 131 - Wages Rates Summary identifies the professions, job categories and/or employees
expected to be used during the term of this Agreement. These include architects, engineers, landscape
architects, professional interns, designers, CADD technicians, project managers, GIS and environmental
specialists, specification writers, clerical/administrative support, and others engaged in the Work. In
determining compensation for a given Scope of Work, the City reserves the right to recommend the use of
the Consultant employees at particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field
office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said
multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead,
including, without limitation, office rent, local telephone and utility charges, office and drafting supplies,
depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical
support, other employee time or travel and subsistence not directly related to a project.
B2.04 CALCULATION
Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific
assignments and Work Orders as requested by the City. The Consultant shall identify job classifications,
available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks,
milestones, and deliverables identified under the Scope of Work as exemplified in Schedule 131 - Wage
Rates Summary.
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment
benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this
Agreement.
B2.06 ESCALATION
There shall be no escalation clause as part of this Agreement.
ARTICLE 133 COMPUTATION OF FEES AND COMPENSATION
The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant
to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable,
in the following manner:
B3.01 LUMP SUM
Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by
the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method
of compensation.
B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the
Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably
and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject
to such additional approvals as may be required by legislation or ordinance.
B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates
established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order,
the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such
verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key
Staff.
B3.02 HOURLY RATE FEES
B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees
identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive
of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or
expense above this figure.
B3.02-2 CONDITIONS FOR USE
Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible
to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-
hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate
Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will
establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be
performed on an Hourly Rate Basis.
B3.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of
sets required at each phase of the Work will be a Reimbursable Expense.
The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of
this Agreement as verified by supporting documentation deemed appropriate by Director or designee
including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks.
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES
The design of additive and deductive alternates contemplated as part of the original Scope for a Project as
authorized by the Director will be considered as part of Basic Services. The design of additive and
deductive alternates that are beyond the original Scope of Work and construction budget may be billed to
the City as Additional Services. The fees for alternates will be calculated by one of the three methods
outlined above, as mutually agreed by the Director and the Consultant.
B3.05 FEES FOR ADDITIONAL SERVICES
The Consultant may be authorized to perform Additional Services for which additional compensation and/or
Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be
applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found
on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of-
Capital-Improvements.
The webpage also provides the procedures for completing these forms. Failure to use the forms or follow
the procedures will result in the rejection of the Work Order Proposal.
B3.05-1 Determination of Fee
The compensation for such services will be one of the methods described herein: mutually agreed
upon Lump Sum or Hourly Rate with a Not to Exceed Limit.
B3.05-2 Procedure and Compliance
An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order,
shall be required to be issued and signed by the Director for each additional service requested by the
City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be
exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance,
the Consultants' Competitive Negotiation Act, and other applicable laws.
B3.05-3 Fee Limitations
Any authorized compensation for Additional Services, either professional fees or reimbursable
expenses, shall not include additional charges for office rent or overhead expenses of any kind,
including local telephone and utility charges, office and drafting supplies, depreciation of equipment,
professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing,
stenographic, clerical, or other employees time or travel and subsistence not directly related to a
project. For all reimbursable services and Subconsultant costs, the Consultant will apply the
multiplier of one (1.0) times the amount expended by the Consultant.
B3.06 PAYMENT EXCLUSIONS
The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and
specifications, for extended construction administration, or for other work when such work is due to errors
or omissions of the Consultant as determined by the City.
B3.07 FEES RESULTING FROM PROJECT SUSPENSION
If a project is suspended for the convenience of the City for more than three months or terminated without
any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized,
performed prior to such suspension or termination, together with the cost of authorized reimbursable
services and expenses then due, and all appropriate, applicable, and documented expenses resulting from
such suspension or termination. If the Project is resumed after having been suspended for more than three
months, the Consultant's further compensation shall be subject to renegotiations.
ARTICLE 134 PAYMENTS TO THE CONSULTANT
B4.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to services performed during each
Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the
actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be
found on the OCI website at https://www.miamigov.com/Government/Departments-Organizations/Office-
of-Capital-Improvements. Failure to submit invoice(s) within sixty (60) calendar days following the provision
of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form
will result in rejection of the invoice.
Marine and Coastal Engineering Services for RFQ 20-21-016
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
B4.02 FOR COMPREHENSIVE BASIC SERVICES
For those Projects and Work Orders where comprehensive design services are stipulated, said payments
shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated
below for each Phase.
B4.03 BILLING — HOURLY RATE
Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting
documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate
basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names,
classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a
project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The
Consultant shall attach to the invoice all supporting data for payments made to and incurred by the
Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate
authorizations, submit a progress report giving the percentage of completion of the Project development
and the total estimated fee to completion.
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
Payment for Additional Services may be requested monthly in proportion to the services performed. When
such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the
Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total
charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized
Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data
for payments made to or costs incurred by the Subconsultants engaged on the project or task.
In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report
giving the percentage of completion of the Project development and the total estimated fee to completion.
B4.05 DEDUCTIONS
No deductions shall be made from the Consultant's compensation on account of liquidated damages
assessed against contractors or other sums withheld from payments to contractors.
ARTICLE 135 REIMBURSABLE EXPENSES
B5.01 GENERAL
Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of
Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual
expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the
Specialty Subconsultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under
this Agreement.
B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as
reimbursable expenses under this Agreement.
B5.01-3 Communication Expenses: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier and express mail between Consultant and
Subconsultants.
B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant to deliver services, set forth in this Agreement. All
reimbursable expenses must be accompanied by satisfactory documentation.
B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable
to the Project. These permit fees do not include those permits required to be paid by the construction
Contractor.
B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager.
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS
Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant
agreement provides for reimbursable expenses and when such agreement has been previously approved
in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5,
Reimbursable Expenses, herein.
ARTICLE 136 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
It is understood that all Consultant agreements and/or work Orders for new work will include the provision
for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue
of signing this agreement they agree to a re -use in accordance with this provision without the necessity of
further approvals, compensation, fees or documents being required and without recourse for such re -use.
END OF SECTION
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Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ATTACHMENT B - COMPENSATION AND PAYMENTS
SCHEDULE B1 - WAGE RATES SUMMARY
JOB CLASSIFICATION
NEGOTIATED
HOURLY RATE
ADJUSTED
AVERAGE
HOURLY
RATE
(2.9 Office
Multiplier
Applied)
ADJUSTED
AVERAGE
HOURLY
RATE
(2.4 Field
Multiplier
Applied)
Principal*
$62.50
Project Director
$62.50
$181.25
$150.00
Senior Project Manager
$48.08
$139.43
$115.39
Project Manager
$37.50
$108.75
$90.00
Senior Scientist
$43.27
$125.48
$103.85
Project Scientist
$34.62
$100.40
$83.01
Associate Scientist II
$26.44
$76.68
$63.46
Senior Engineer
$55.29
$160.34
$132.70
Project Engineer
$48.56
$140.82
$116.54
Associate Engineer II
$37.50
$108.75
$90.00
Senior Designer
$35.10
$101.79
$84.24
Clerical
$18.27
$52.98
$43.85
(*) Flat rate, no multipliers applied.
Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ATTACHMENT B - COMPENSATION AND PAYMENTS
SCHEDULE 132 - CONSULTANT INVOICE
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Marine and Coastal Engineering Services for RFQ 20-21-016
Dinner Key Marina Breakwaters Mitigation 406