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THIS DOCUMENT IS A SIJBSTITUTIOlq TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. OF CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS .....,.E ,_ PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Architectural & Engineering Services (RFQ No. 08-09-017) Contract Type Project Specific Project Stadium Site Parking Consultant Leo A. Daly Company TABLE OF CONTENTS ARTICLE 1 DEFINITIONS........................................................................................................................................... 4 ARTICLE 2 GENERAL CONDITIONS......................................................................................................................... 5 2.01 TERM: .................................................................................. . ........... . ............................................................... 5 2.02 SCOPE OF SERVICES...................................................................................................................................... 5 2.03 COMPENSATION..............................................................................................................................................5 ARTICLE 3 PERFORMANCE...................................................................................................................................... 6 3.01 PERFORMANCE AND DELEGATION.............................................................................................................. 6 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL........................................................................................... 6 3.03 CONSULTANT KEY STAFF.............................................................................................................................. 6 3.04 TIME FOR PERFORMANCE.............................................................................................................................. 6 ARTICLE 4 SUBCONSULTANTS..........................................:.................................................................................... 7 4.01 GENERAL..........................................................................................................................................................7 4.02 SUBCONSULTANT RELATIONSHIPS............................................................................................................. 7 4.03 CHANGES TO SUBCONSULTANTS................................................................................................................ 7 ARTICLE5 DEFAULT.............................................................................................................................................. 7 5.01 GENERAL..........................................................................................................................................................7 5.02 CONDITIONS OF DEFAULT.............................................................................................................................7 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE............................................................................................... 7 ARTICLE 6 TERMINATION OF AGREEMENT........................................................................................................... 8 6.01 CITY'S RIGHT TO TERMINATE........................................................................................................................8 6.02 CONSULTANT'S RIGHT TO TERMINATE........................................................................................................ 8 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT.......................................................................... 8 ARTICLE 7 DOCUMENTS AND RECORDS............................................................................................................... 8 7.01 OWNERSHIP OF DOCUMENTS....................................................................................................................... 8 7.02 DELIVERY UPON REQUEST OR CANCELLATION.......................................................................................... 8 7.03 RE -USE BY CITY............................................................................................................................................... 8 7.04 NONDISCLOSURE............................................................................................................................................9 7.05 MAINTENANCE OF RECORDS........................................................................................................................ 9 ARTICLE 8 INDEMNIFICATION.................................................................................................................................. 9 ARTICLE9 INSURANCE ................................... ......................................................................................................... 9 9.01 COMPANIES PROVIDING COVERAGE........................................................................................................... 9 9.02 VERIFICATION OF INSURANCE COVERAGE................................................................................................. 9 9.03 FORMS OF COVERAGE................................................................................................................................. 10 9.04 MODIFICATIONS TO COVERAGE................................................................................................................. 10 ARTICLE 10 MISCELLANEOUS.................................................................................................................................10 10.01 AUDIT RIGHTS................................................................................................................................................ 10 10.02 ENTIRE AGREEMENT.................................................................................................................................... 10 10.03 SUCCESSORS AND ASSIGNS...................................................................................................................... 11 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE...................................................................................................... 11 10.05 APPLICABLE LAW AND VENUE OF LITIGATION........................................................................................ 11 10.06 NOTICES......................................................................................................................................................... 11 10.07 INTERPRETATION.......................................................................................................................................... 12 10.08 JOINT PREPARATION.................................................................................................................................... 12 10.09 PRIORITY OF PROVISIONS........................................................................................................................... 12 10.10 MEDIATION - WAIVER OF JURY TRIAL........................................................................................................ 12 10.11 TIME................................................................................................................................................................12 10.12 COMPLIANCE WITH LAWS............................................................................................................................ 12 10.13 NO PARTNERSHIP....................................................................................................................................... 13 10.14 DISCRETION OF DIRECTOR..........................................................................................................................13 10.15 RESOLUTION OF CONTRACT DISPUTES....................................................................................................13 RFQ No. 08-09-017 Page 1 City's Inftials: Consultant's Initials: Final PSA n 10.16 INDEPENDENT CONTRACTOR: .................................................................................................................... 14 ATTACHMENTA - SCOPE OF WORK................................................................................................................................ 18 ARTICLEAl GENERAL.............................................................................................................................................. 18 A1.01 SCOPE OF SERVICES.................................................................................................................................... 18 ARTICLEA2 BASIC SERVICES.................................................................................................................................. 18 A2.01 SCHEMATIC DESIGN VALIDATION............................................................................................................... 18 A2.02 DESIGN DEVELOPMENT.............................................................................................................................. 19 A2.03 CONSTRUCTION DOCUMENTS.................................................................................................................... 20 A2.06 SOLICITATION & AWARD OF CONSTRUCTION CONTRACT..................................................................... 23 A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT......................................................................... 23 ARTICLE A3 ADDITIONAL SERVICES....................................................................................................................... 26 A3.01 GENERAL........................................................................................................................................................26 A3.02 EXAMPLES...................................................................................................... Error! Bookmark not defined. A3.03 ADDITIONAL DESIGN..................................................................................................................................... 27 ARTICLE A4 REIMBURSABLE EXPENSES...................................................................................................................... 27 A4.01 GENERAL........................................................................................................................................................27 A4.02 SUBCONSULTANT REIMBURSEMENTS...................................................................................................... 27 ARTICLE A5 CITY'S RESPONSIBILITIES......................................................................................................................... 27 A5.01 PROJECT & SITE INFORMATION ................................ .:................................................................................ 27 A5.03 CONSTRUCTION MANAGEMENT.................................................................................................................. 28 SCHEDULE Al. - SUBCONSULTANTS.............................................................................................................................. 29 SCHEDULEA2. - KEY STAFF............................................................................................................................................ 30 ATTACHMENT B - COMPENSATION AND PAYMENTS.................................................................................................... 32 ARTICLE B1 METHOD OF COMPENSATION................................................................................................................ 32 81.01 COMPENSATION LIMITS............................................................................................................................... 32 131.02 CONSULTANT NOT TO EXCEED...........................................................................:........_.............................. 32 ARTICLE B2 WAGE RATES........................................................................................................................................ 32 82.01 FEE BASIS...................................................................................................................................................... 32 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS................................................................................................. 32 B2.03 MULTIPLIER....................................................................................................................................................32 82.04 CALCULATION.............................................................................................................................................. 33 B2.05 EMPLOYEE BENEFITS AND OVERHEAD..................................................................................................... 33 B2.06 ESCALATION...................................................................:..............................................................................33 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION.................................................................................... 33 83.01 LUMP SUM: ..................................................................................................................................................... 33 83.02 HOURLY RATE FEES...............................................................:..................................................................... 34 B3.03 PERCENTAGE OF CONSTRUCTION COST: ................................................................................................. 34 B3.04 REIMBURSABLE EXPENSES`........................................................................................................................ 34 B3.05 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES: ................................................................................ 34 B3.06 FEES FOR ADDITIONAL SERVICES............................................................................................................. 35 B3.07 PAYMENT EXCLUSIONS................................................................................................................................ 35 B3.08 FEES RESULTING FROM PROJECT SUSPENSION., ................................................................................... 35 ARTICLE B4 PAYMENTS TO THE CONSULTANT.................................................................................................... 35 B4.01 PAYMENTS GENERALLY.............................................................................................................................. 35 B4.02 FOR COMPREHENSIVE BASIC SERVICES................................................................................................. 35 84.03 ................................................................. BILLING - HOURLY RATE ........................................................ .... 35 84.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES ................................................ 36 84.05 DEDUCTIONS................................................................................................................................................. 36 ARTICLE B5 REIMBURSABLE EXPENSES: .............................................................................................................. 36 B5.01 GENERAL........................................................................................................................................................36 85.02 REIMBURSEMENTS TO SUB-CONSULTANTS............................................................................................. 37 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS................................................... 37 B6.01 GENERAL........................................................................................................................................................37 SCHEDULE B1 - COMPENSATION SUMMARY............................................................................................................. 38 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: Final PSA Page 2 Consultant's Initials: Service Category Contract Type Project Consultant Consultant Office Location City Authorization CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Architectural & Engineering Services (RFQ No. 08-09-017) Project Specific Stadium Site Parking Leo A. Daly Company 3390 Mary Street, Suite 216, Miami, Florida 33133 Resolution Number (TBA). This Agreement made this _ day of in the year 2009 ("Agreement") by and between the City of Miami, Florida, hereinafter called the "City," and Leo A. Daly Company, a foreign corporation, hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 08-09-017 on November 12, 2008 for the provision of Architectural and Engineering Services for the Stadium Site Parking ("Services") and Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference expressly incorporated into and made a part of this Agreement as if set forth in full. 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), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP, ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: Final PSA Page 3 Consultant's Initials: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT 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 mean 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 which is a party hereto and for which this Agreement is to be performed. In all respects hereunder, City's performance is pursuant to 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 City's authority as a governmental body and shall not be attributable in any manner to 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. 1.08 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.09 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. 1.10 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 the purpose of this Agreement, the Director is the top administrator of the Capital Improvements Program or designee. 1.11 Errors mean items in the plans, specification 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 construction contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.12 Errors and Omissions mean design deficiencies in the plans, specification or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.13 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. 1.14 Notice to Proceed means 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 Consultant may begin work on the Project. 1.15 Omissions mean items the plans, specification or other documents prepared by the Consultant that are not shown or included which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. RFQ No. 08-09-017 Page 4 City's Initials: Consultant's Initials: Final PSA THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN PROFESSIONAL SERVICES AGREEMENT AT THE END OF THIS DOCUMENT. 1.16 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 and the construction of a Project as a direct representative of the City. 1.17 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.18 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. 1.19 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.20 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.21 Subconsu/tant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.22 Wage Rates means the effective direct expense to Consultant and/or Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.23 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1.24 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 of for Additional Services. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be effective until final completion of construction of the Project and Final Payment is made to the Consultant. 2.02 SCOPE OF SERVICES Consultant agrees to provide the Services as specifically described and set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed Four Million Eight Hundred Ninety Nine Thousand Six Hundred Forty Two Dollars and Sixty cents ($4,899,642.60) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager as applicable and put into effect by written amendment to this Agreement. Said fee is comprised of a fee for basic services of Four Million Eight Hundred Eighty Seven Thousand One Hundred Forty Two dollars and Sixty cents($4,887,142.60) plus twelve thousand five hundred dollars$12,500 for Reimbursable Expenses and Additional Services. The City may, at its sole discretion use other compensation methodologies. RFQ No. 08-09-017 Page 5 City's Initials: Consultant's Initials: Final PSA THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN PROFESSIONAL SERVICES AGREEMENT AT THE END OF THIS DOCUMENT. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. Consultant shall utilize Attachment "C" 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 other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Subconsultants or subcontractors engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to 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 Consultant. Such request shall solely relate to said employees work under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that Consultant was selected by City, in part, on the basis of qualifications of particular staff identified in Consultant's response to City's solicitation, hereinafter referred to as "Key Staff'. Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key Staff is in Consultant's employ. Consultant will obtain prior written acceptance of Director or designee to change Key Staff. Consultant shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance 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 issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of 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 claim by the Consultant for extra compensation. 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 Rule 61G15-19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gather 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, specification 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, specification or other Services. RFQ No. 08-09-017 Page 6 City's Initials: Consultant's Initials: Final PSA TRIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, PROFESSIONAL SERVICES AGREEMENT ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.21 is a firm that was identified as part of the consulting team in the competitive selection process by which Consultant was chosen to perform the services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto and incorporated 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 the Project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants 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. 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 Subconsultants are entirely under its direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add, modify, or change any Subconsultant listed in 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 substitution. ARTICLE 5 DEFAULT 5.01 GENERAL If Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Consultant shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Consultant while Consultant was in default shall be immediately returned to the City. Consultant understands and agrees that termination of this Agreement under this section shall not release 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, 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, City may also suspend or withhold reimbursements from 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 of the following: 5.02-1 Consultant fails to obtain or maintain the insurance or bonding herein required. 5.02-2 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 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 City through the Director or designee shall provide written notice to Consultant as to a finding of default, and Consultant shall take all necessary action to cure said default within time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow RFQ No. 08-09-017 Page 7 City's Initials: Consultant's Initials: Final PSA PROFESSIONAL SERVICES AGREEMENT additional days to perform any required cure if Consultant provides written justification deemed reasonably sufficient. Should any such failure on the part of 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 the Director or designee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director or 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 Consultant until all documentation is delivered to the Director or designee. 6.01-1 Consultant shall have no recourse or remedy from a termination made by the City except to retain the fees earned compensation for the Services that was performed in complete compliance with this 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. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this agreement, in writing, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from Consultant specifying its breach of its duties under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 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 this Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 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 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 Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to City at any time during the performance of such services and/or upon completion or termination of this Agreement. Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of 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 of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due Consultant until Consultant delivers all such documents. Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY RFQ No. 08-09-017 THIS DOCUMENT IS A Page 8 SUBSTITUTION TO ORIGINAL City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: Final PSA AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT 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, and by virtue of signing this Agreement 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. 7.04 NONDISCLOSURE To the extent allowed by law, Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without Director or 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 where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by Consultant hereunder, and Consultant shall require all of its employees, agents, Sub -Consultants and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder. Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in accordance with statute. Otherwise, the records and documentation will be retained by 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. City, or any duly authorized agents or representatives of City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above,- provided, bove;provided, however such activity shall be conducted only during normal business hours. ARTICLE 8 INDEMNIFICATION The Consultant shall hold harmless, indemnify and defend the City, its officials and employees from any and all claims, losses and causes of actions which may arise out of the performance of this Agreement as a result of any act of negligence or negligent omission, recklessness, or intentionally wrongful conduct of the Consultant or the Sub -Consultants. The Consultant shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all project related suits, in the name of the City when applicable, and shall pay all costs, including without limitation reasonable attorney's and appellate attorney's fees, and judgments which may issue thereon. The Consultant's obligation under this paragraph shall not be limited in any way by the agreed upon contract price, or the Consultant's limit of, or lack of, sufficient insurance protection and shall apply to the full extent that it is caused by the negligence, act, omission, recklessness or intentional wrongful conduct of the Consultants, its agents, servants, or representatives. ARTICLE 9 INSURANCE The Consultant shall not start Work under this Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager 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), as per 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 Risk 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 classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. In addition, the certificates shall name the City as an additional insured. Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. Consultant shall furnish a copy of the insurance policy or policies upon request of the Risk Administrator. RFQ No. 08-09-017 Page 9 i'lilti DOCUMENT 15 A City's Initials: SUBSTITUTION TO ORIGINAL Consultant's Initials: Final PSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) 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 with limits of at least $1,000,000 per occurrence, $2,000,000 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. 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 (30) days/ (10) 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 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read (30) days/ (10) days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability/ Errors and Omissions coverage with limits of at least of $5,000,000 per claim, $5,000,000 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 year after completion of the construction and acceptance of any project covered by this Agreement. Retroactive date must be specified on the certificate as applicable. Notice of cancellation should read (30) days/ (10) days for nonpayment. 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 each accident, $500,000 each disease employee and $500,000 each employee policy limit. 9.03-5 Sub -Consultant Compliance Consultant shall ensure that all Sub -Consultants comply with these same insurance requirements 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her 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) day written notice to the Consultant in accordance with §10.06 herein. 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 City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS 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. 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 cr 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 RFQ No. 08-09-017 THIS DOCUMENT IS A Page 10 SUBSTITUTION TO ORICFNAL City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: Final PSA AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT 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 any other breach of any 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 transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. 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 Notice to Proceed. 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 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 parry, 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 Consultant's duties to indemnify the City under ARTICLE 8 where Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by 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: Gary Fabrikant Assistant Director City of Miami Department of Capital Improvements Program (CIP) 444 S.W. 2nd Ave., 8th Floor Miami, Florida 33130 and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL Ola 0. Aluko, Director BACKUP. ORIGINAL CAN BE SEEN Capital Improvements Program (CIP) AT THE END OF THIS DOCUMENT. 444 S.W. 2nd Ave., 8th Floor Miami, Florida 33130 And RFQ No. 08-09-017 Page 11 City's Initials: Consultant's Initials: Final PSA PROFESSIONAL SERVICES AGREEMENT Julie O. Brue, City Attorney Office of the City Attorney 444 S.W. 2nd Ave., 9th Floor THIS DOCUMENT IS A Miami, Florida 33130 SUBSTITUTION TO ORIGINAL BACKIJP. ORIGINAL CAN BE SEEN For Consultant: AT THE END OF THIS DOCUMENT. Agustin J. Barrera, AIA Managing Principal Leo A. Daly 3390 Mary Street, Suite 216 Miami, Florida 33133 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 particular 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 of the subsections of such Section, unless the reference is made to a particular 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 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. 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 with all Subconsultants and/or independent contractors and/or Consultants retained for the project(s), thereby providing for non-binding mediation as the primary mechanism for dispute resolution. 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. 10.12 COMPLIANCE WITH LAWS 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 RFQ No. 08-09-017 City's Initials: Final PSA Page 12 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT 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 Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, 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 or local laws, rules, regulations and ordinances. The City reserves the right to refuse Consultant access to City property, including project jobsites, if Consultant 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 Consultant. 10.12-3 ADA COMPLIANCE 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 & 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 Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, 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. 10.15 RESOLUTION OF CONTRACT DISPUTES 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 Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant Director -Contracts shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director. 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 shall review the issues relative to the dispute and issue a written finding. 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 his/her resolution, is required prior to Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000, the City Manager's decision shall be approved or disapproved by the City Commission. Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if applicable, or THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. RFQ No. 08-09-017 BACKUP. ORIGINAL. CAN BE SEEN Page 13 AT THE END OF THIS DOCUMENT. City's Initials: AT Initials: Final PSA PROFESSIONAL SERVICES AGREEMENT (ii) a period of sixty (60) 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) days has expired where City Manager's decision is subject to City Commission approval; or (iii) 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: 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, 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. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, and agrees to provide workers' compensation insurance for any employee or agent of Consultant rendering services to the City under this Agreement. 10.17 CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD PARTY BENEFICIARY 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 PERFORMANCE EVALUATIONS The City conducts performance evaluations during and after completion of agreements with consultants, which are used as a basis for the awarding of future work as well advising the consultant of their performance. 10.20 NO ESTOPPEL Neither the City's review, approval and/or acceptance of, or payment for Services performed under this Agreement shall be construed to operate as a waiver of any rights under this Agreement of any cause of action arising out of the performance of this Agreement, and the Consultant shall be and remain liable to the City in accordance with applicable laws for all damages to the City caused by the Consultant's negligent performance of any of the Services under this Agreement. The rights and remedies provided for under this Agreement are in addition to any other rights and remedies provided by law. Where the Consultant is comprised of more than one legal entity, each such entity shall be jointly and severally liable under this Agreement. 10.21 CONSTRUCTION SOLICITATION METHODOLOGY The terms and scope of this Agreement are predicated on the City issuing a solicitation for construction based on a design -bid -build methodology. However, the City, at its sole option may change to a Construction Manager (Construction Manager at Risk methodology). Should the City elect to utilize the Construction Manage methodology the provisions contained in Attachment 1 will become effective and prevail over any potentially conflicting provisions. In addition, such a change in methodology will result in an adjustment to Basic Services. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: Final PSA Page 14 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST Signature Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Priscilla Thompson, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Consultant, Leo A. Daly Company Signature Print Name, Title of Authorized Officer or Official (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida Pedro G. Hernandez, P.E., City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: LeeAnn Brehm, Director Julie 0. Bru, City Attorney Risk Management Department THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: Final PSA Page 15 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation 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 corporation to execute agreements on behalf of the corporation and providing that his/her 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 WHEREOF, I have hereunto set my hand this day of 20 Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) 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 his/her 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: IVdf11CJ d[IU dUUIC55C5 UI PdIUlt-,1 i. Name 7 Street Address city State Zip THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: FinalPSA Page 16 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid 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 (d/b/a) (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 NOTARIZATION ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20 , by , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC RFQ No. 08-09-017 City's Initials: FinaIPSA THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Page 17 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Architectural and Engineering 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, landscaping, parking analysis, detailed facility assessments, cost estimates, opinions of probable construction cost, 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 architectural and engineering services as needed to complete the Projects. Consultant shall provide Professional Architectural and 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). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, 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 presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, Comprehensive Architectural and Engineering Professional Services for the Project. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete Architectural and 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 the Agreement. Consultant shall host an .ftp website where all documents related to the Project shall be posted. Consultant has agreed that its .ftp website for this Project, which is inclusive of construction shall the primary website for documents relating to this Project. Consultant shall submit one (1) electronic set of all documents and three (3) copies of documents required under Article A2, for review and approval by City. Consultant shall not 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. A2.01 SCHEMATIC DESIGN VALIDATION Consultant shall, utilizing a compilation of available documentation, confer with representatives of the City, the Project Manager, Stakeholders and other jurisdictional agencies in order to comprehensively identify aspects of the completed Schematic Design as submitted for Major Use Special Permit (MUSP) approval that may require further refinement to attain the requisite detail of development required to begin the creation of Design Development Documents. For clarity of scope, the items that need further development shall be called Schematic Design Validation. The City shall review and approve this Phase prior to commencement of the Design Development Phase. A2.01 -A Survey —the topographic survey shall include the location of all site structures including all utility structures and facilities, and tree locations. A2.01 -B Geotechnical Site Investigation Geotechnical and material testing services for this project shall encompass the following. • Perform Standard Penetration Test (SPT) borings to a depth of xx feet each within the proposed structure's area and SPT test borings to a depth of x feet each within the existing parking lot areas. The results of the each test boring shall be presented in the form of a Test Boring Record (or log) which shall contain a description of the subsurface materials and the depths at which RFQ No. 08-09-017 Page 18 THIS DOCUMENTIS A City's Initials: SUBSTITUTION TO ORIGINAL Consultant's Initials: FinaIPSA BACKUP. ORIGINAL CAN BE SEEN AT TRE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT they were encountered, their standard penetration resistance and the groundwater levels measured at the time of boring completion. Perform South Florida Water Management District (SFWMD) Type Soil Permeability (percolation) tests. The purpose of these tests is to determine the Hydraulic Conductivity (K) Value necessary for the design of exfiltration drainage systems. Prepare a report of subsurface exploration and geotechnical engineering evaluation for the site. This report shall contain a description of the existing site conditions present at the time of exploration, a description and evaluation of the subsurface conditions encountered, and engineering recommendations for the proposed construction. The recommendations shall include guidelines for general site work, feasible foundation alternatives with their allowable capacities and estimated settlements. The City shall contract under separate agreements for any additional survey work and geotechnical testing required for Schematic Design Validation. Where such work is required the Consultant shall be responsible for coordinating and overseeing the work of the survey or geotechnical firm and shall review their work prior to the Consultant incorporating the results into its Work. Based on the validation effort Consultant shall prepare a report that details the Work performed, its findings and recommendations. A2.02 DESIGN DEVELOPMENT From the approved Schematic Design Validation phase documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. A2.02 -A 50 % Design Development: Consultant and the design team shall prepare and present four (4) copies in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, and preliminary statement of Probable Construction Costs. 1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, and sections), outline specifications, and other documents. 2. 50% Design Development documents consists of continued development and expansion of the Architectural, Structural, MEP/FP, Landscape and Civil validated Schematic Design Documents, provided by the city, to establish the final scope, relationships, forms, size, and appearance of each element through: a. Plan sections and elevations; b. Typical construction details; and c. Final materials selection. d. Evaluate and select structural system. Consultant shall provide alternative plans during this Phase in order to provide to City of Miami and CM for evaluation and recommendations. The selected system shall be designed in the documents for the 100% Design Development Submittal. e. MEP/FP drawings shall indicate systems as single lines for this Phase. 3. The updated Design Development Schedule shall show the proposed completion dates of each milestone of the Project through design, bidding, construction and proposed date of occupancy. Consultant and the Construction Manager (CM) shall also detail all long lead procurement items and architecturally/engineering significant equipment that shall need to be purchased prior to the completion of Construction Documents. RFQ No. 08-09-017 Page 19 THIS Ui}Ct1MENT IS A City's Initials SUBSTITUTION TO ORIGINAL Consultant's Initials: FinaIPSA BACKl1P. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT 4. Consultant shall not proceed with further development until approval of the 50% Design Development documents is received in writing from City and CM at Risk has provided analysis of constructability and statement of Probable Construction Cost for review and approval. 5. Provide updated Statements of Probable Construction Cost in CSI format. If either statement of Probable Construction Cost exceeds allocated funds by more than ten (10%) percent, Consultant and the CM shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation to reflect this change in scope and the City of Miami agreed/Approved to comments in the following Phase (100% Design Development). A2.02-13 100 % Design Development: Consultant and the design team shall prepare and present four (4) copies in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, and preliminary statement of Probable Construction Costs. 1. Consultant shall produce 100% Design Development Documents for review and approval by City, which shall include the following: 100% Design Development consists of continued development and expansion of the 50% DD Architectural, Structural, MEP/FP, Landscape and/or Civil Design Documents to establish the final scope, relationships, forms, size, and appearance of each element. The documents shall also include all of the agreed to scope modifications from the previous Phase (50% Design Development. 2. The updated Development Schedules shall show the proposed completion dates of each milestone of the Project through design, bidding, construction and proposed date of occupancy. Consultant & CM shall also detail all long lead procurement items and architectural/engineering significant equipment/materials that shall need to be purchased prior to the completion of Construction Documents. Consultant shall not proceed with further development until approval of the 100% Design Development documents is received in writing from City and CM at Risk has provided analysis of constructability and statement of Probable Construction Cost for review and approval. Provide updated Statements of Probable Construction Cost in CSI format. If either statement of Probable Construction Cost exceeds allocated funds by more than ten (10%) percent, Consultant and CM shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation to reflect this change in scope and City of Miami agreed/approved to comments in the following Phase (50% Construction Documents). A2.03 CONSTRUCTION DOCUMENTS A2.03 -A 50% Construction Documents: From the approved 100% Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications suitable for bidding, permitting and the construction of the facility. The documents will also include all of the agreed to scope modifications from the previous Phase (100% Design Development). Consultant will produce a 50% CD Set for review and approval by City, this Phase will include the following: THIS DOCUMENT IS A RFQ No, 08-09-017 SUBSTITUTION TO ORIGINAL Page 20 City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: FinaIPSA AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT A Drawing Cover Sheet listing an index of all number of drawings by each discipline. We will attach an index of all anticipated drawing sheets necessary to fully define the Project. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. Consultant shall not proceed with further Phases of construction document development until approval of the previous Phase is received in writing from the City and CM has provided analysis of constructability and statement of Probable Construction Cost for review and approval. 4. Provide updated Statements of Probable Construction Cost in CSI format. If either statement of Probable Construction Cost exceeds allocated funds by more than ten (10%) percent, Consultant and CM shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation to reflect this change in scope and City of Miami agreed/approved to comments in the following Phases. 5. A Project Specifications index and Project Manual with the 50% CD Set Final of the Specifications completed. 6. Consultant will include, and will be paid for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. 7. Consultant shall not proceed with further Phases of construction document development until approval of the 50% CD Phase is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 50% Documents review (check) set shall be returned to City upon submission of 95% GMP/ Permit Set of documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. 8. Consultant shall submit the special conditions, which should be provided by the City of Miami, separate from the technical specifications. A2.03-13 95% Construction Documents/GMP/ Permit Set: 95% CD/GMP/Permit Set consists of continued development and expansion of the 50% CD Architectural, Structural, MEP/FP, Landscape and/or Civil Design Documents to establish the final scope, relationships, forms, size, and appearance of each element. The documents will also include all of the agreed to scope modifications from the previous Phase (50% CD). Consultant shall produce a 95% CD/GMP/Permit Set for review and approval by the City, this Phase will include the following: 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. We will attach an index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. Consultant shall not proceed with further Phases of construction document development until approval of the previous Phase is received in writing from the City and the CM has provided analysis of constructability and statement of Probable Construction Cost for review and approval. RFQ No. 08-09-017 Page 21 THIS DOCUMENT IS A City's Initials: SUBSTITUTION TO ORIGINAL Consultant's Initials: FinaIPSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT 4. Provide updated Statements of Probable Construction Cost in CSI format. If either statement of Probable Construction Cost exceeds allocated funds by more than ten (10%) percent, Consultant and the CM shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation to reflect this change in scope and City of Miami agreed/approved to comments in the following Phases. 5. A Project Specifications index and Project Manual with the 95% CD/GMP/Permit Set Final of the Specifications completed. 6. Consultant shall include, and will be paid for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. 7. Consultant shall not proceed with further Phases of construction document development until approval of the 95% CD/GMP/Permit Set is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 95% Documents review (check) set shall be returned to City upon submission of Final Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. 8. Consultant shall submit the special conditions, which should be provided by the City of Miami, separate from the technical specifications. A2.03 -C Final Construction Documents: Final Documents consist of the integration of all of the Permitting comments and City of Miami review comments. Deliverables shall include a complete set of Construction Contract Documents for the construction of the project. A2.04-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the four (4) copies to be submitted, five (3) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. RFQ No, 08-09-017 THIS DOCUMENT IS A Page 22 SUBSTITUTION TO ORIGINAL FInitials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: FinalPSA inal ATT-IE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT A2.05 SOLICITATION & AWARD OF CONSTRUCTION CONTRACT A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre-bid meeting(s) and require attendance of Sub -Consultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids or proposals, determining the responsiveness of bids or proposals and assist in the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item 3 above the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide support services for the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, in its capacity of providing support services City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and its Agreement with the City. RFQ No. 08-09-017Page 23 I HIS DOCUMENT IS A City's Initials: SU BSTITITTION TO ORIGINAL Consultant's Initials: FinaIPSA BACKUP. ORIGINAL. CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT A2.06-3 The Consultant and respective Subconsultants shall visit the site to periodically conduct field observations to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Construction Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. The Consultant shall report to the City on finding that any construction work is not proceeding in accordance with the Construction Documents, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on-site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement unless specifically directed in writing by the City. Such direction would be considered Additional Services. Contractor shall be responsible for the preparation and distribution of the construction progress meetings. Consultant will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project. The Consultant shall submit the reports in a timely manner. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in fees paid to the Consultant for construction support services. A2.06-5 1. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the Contract Documents and the Contractor is entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the Contract; 3. Minor deviations from the Contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The City shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. RFQ No. 08-09-017 THIS DOCUMENT IS A Page 24 City's Initials: SUBSTITUTION TO ORIGINAL Consultant's Initials: FinalPSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements Program. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, its recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as - built" conditions based on information furnished by the Contractor, survey, and specific condition. In preparing the "Record Set" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any RFQ No. 08-09-017 Page 25 THIS DOCUMENT IS A City's Initials: SUBSTITUTION TO ORIGINAL Consultant's Initials: FinaIPSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "Record Set" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings", in Auto CADD Version 2007 or such other format acceptable to the City. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 42" x 30" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 POST CONSTRUCTION PHASE: Subsequent to the acceptance of the Work, and prior to the expiration of the warranty period of the Project, the Consultant shall, in conjunction with the City inspect the facility, in an effort to observe deficiencies in construction or other issues the City should address prior to expiration of the warranty period. The Consultant shall provide the City with a written report of all such findings. 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, Section B3.06. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 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. A3.02-2 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-3 Specialty Design: Any additional special professional services not included in the Scope of Work. 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, subcontractor, or equipment manufacturer. Provide Commissioning Services as part of systems start-up. RFQ No. 08-09-017 THIS DOCUMENT IS A Page 26 SUBSTITUTION TO ORIGINAL City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: FinalPSA AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT 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 arbitration proceeding 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 City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by Consultant and the Sub - Consultant for the purposes listed below. Transportation, travel and per diem expenses within Dade, Broward, or Palm Beach Counties 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 Consultant's various permanent offices and Sub -consultant. Consultant's field office at the Project site is not considered a permanent office. A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of Consultant's part of the work, set forth in this Agreement. Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by Program Manager. A4.01-3 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. A4.01-4 Surveys: Site surveys and special purpose surveys when pre -authorized by the Program Manager. A4.01-5 Other: Items not indicated in Section 4.01 when authorized by the Program Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Sub -Consultant expenses are limited to the items described Consultant's agreement provides for reimbursable expenses and when such previously approved, in writing, by the Director and subject to all budgetary requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT & SITE INFORMATION RFQ No. 08-09-017 THIS DOCUMENT IS A City's Initials: SUBSTITUTION TO ORIGINAL FinalPSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. above when the Sub - agreement has been limitations of City and Page 27 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT 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 as per Section A2.02 A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as-builts 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 Section A2.01 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 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. A5.03 CONSTRUCTION MANAGEMENT A5.03-1 During construction, Consultant and the City staff 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. A5.03-2 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: FinaIPSA Page 28 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCOPE OF WORK SCHEDULE Al. - SUBCONSULTANTS FIRM NAME CONSULTING FIELD LEO A DALY Prime. Project Management, Architecture, Planning, and Interiors CIVICA , LLC Architectural Design Consultant Fortin, Leavy, Skiles, Inc. Civil Engineering Timothy Haahs & Associates, Inc. Structural Engineering Louis J. Aguirre and Associates Mechanical, Electrical, Plumbing, and Fire Protection Engineering Rosenberg Gardner Design Landscaping & Irrigation Hanscomb Means Cost Estimating THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: FinaIPSA Page 29 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION LEO A DALY Agustin J. Barrera, AIA Principal Abdel F. Martel Project Director David A. De Valeria Project Designer Isis M. Mojicar-Hunt, AIA Project Manager Sergio Pendas, AIA Project Architect Liliana Lais Architecture Rafael Fleitas Architecture Omar Moreno, AIA Architecture Jerry Beattie, AIA Project Architect, QA, QC Robert J. Pielow, P.E. Life Safety Specialist Samantha Prier Life Safety CIVICA. LLC Rolando Llanes, RA Principal Julio Guillen Project Designer Consultant Tomasz Modzelewski Architecture Fortin, Leavy, Skiles, Inc. Lazaro Guerra, P.E. Principal Engineer Carl Skiles, P.E. Principal Engineer Robert Pippin Engineering Technician German Marchant Engineering Technician Dan Fortin, Sr. Land Surveyor Renee Baccari Project Coordinator Rosenberg Gardner Design Ken Gardner Landscape Architect Bill Rosenberg Landscape Architect RFQ No. 08-09-017 THIS DOCUMENT IS A Page 30 City's Initials: SUBSTITUTION TO ORIGINAL Consultant's Initials: FinaIPSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Son Truong Kiehl Semler Timothy Haahs & Associates, Inc. Timothy Haahs, P.E. E. James Ebert, P.E. Noli Alarcon, P.E. Esneyder Montoya, P.E. Victor Caban, LEED AP Louis J. Aguirre and Associates, PA. Louis J. Aguirre, P.E., LEED AP Sergio R. Serrano, P.E. LEED AP David Carranza, P.E. Eduardo Suarez, P.E. Richard Morales Valentin Alvarez Ernesto Santana, P.E. Mario Pazos, P.E. Anthony Gonzalez Alejandro Prol Hanscomb Means Green Building Services Tilt -Con Corporation PROFESSIONAL SERVICES AGREEMENT Landscape Architecture Landscape Architecture Principal Project Manager Chief Engineer Senior Structural Engineer Project Designer Principal Mechanical Engineer Mechanical Engineer Mechanical Engineer— Plumbing Mechanical Engineering — Plumbing Mechanical Engineering — Plumbing Mechanical Engineer — Fire Protection Electrical Engineer Electrical Engineering Electrical Engineering RFQ No. 08-08-017 THIS DOCUMENT IS A City's Initials: SUBSTITUTION TO ORIGINAL FinalPSA BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Page 31 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for the Project and 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, which may include not to exceed components (See Section B3.01). b) An Hourly Rate, as defined in Section B3.02 c) A Percentage of Construction Cost, as defined in Section 83.03, solely with the written approval of the Director NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 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 Section 2.03-1 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 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. B1.02 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 shall be at Consultant's own cost and expense. ARTICLE 132 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the certified negotiated Wage Rates. The Wage Rates are summarized in Schedule 131 incorporated herein by reference. Said Wage Rates are the . effective direct hourly rates, as approved by the City, of 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 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 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 shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Should the Consultant have an approved multiplier with the State of Florida or IVliami Dade County the City may elect to utilize of these multipliers should they be less than above stipulated rates. Said multiplier is intended to cover Consultant employee benefits and 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. RFQ No. 08-09-017 THIS DOCUMENT IS A Page 32 SUBSTITUTION TO ORIGINAL City's Initials BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: FinalPSA AT THE END OF THIS DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. B2.04 CALCULATION Said Wage Rates are to be utilized by Consultant in calculating compensation payable for specific assignments and Work Orders as requested by City. 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 A2. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by City shall, via the Multiplier, coverall 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 cancellation of this Agreement. B2.06 ESCALATION Where the services for construction administration Services exceed the time frame established in the contractor's contract for completion of construction of the Project by more than ninety (90) days or where the Director determines that extenuation circumstances exist, the hourly rates depicted in Schedule B1, Certified Wage Rates, may be adjusted at the Consultant's request according to the Miami — Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calculated by multiplying the ratio of the index in effect at that time divided by the previous year's index by the hourly rate entries in the Wage Rate Schedule to determine the adjusted Wage Rate Schedule. The maximum increase in any adjustment shall be limited to three percent (3%) in any one year period. ARTICLE B3 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 shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed Fee as deemed appropriate by the City, to 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 Fixed Fee: shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Guaranteed Maximum Lump Sum: shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified and calculated at the time of Work Order issuance. A Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutually consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01-5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Not to Exceed Lump Sum, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge or cost beyond the Lump Sum compensation amount stipulated. 83.01-6 Lump Sum compensation shall be calculated by Consultant utilizing the Wage Rates established herein. Prior to issuing a Work Order, the City may require Consultant to verify or justify RFQ No, 08-09-017 City's Initials: FinaIPSA Page 33 Consultant's Initials: its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Sub -Consultant employees identified in Consultants proposal dated April 21, 2009. 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 particular 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 PERCENTAGE OF CONSTRUCTION COST: This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed 83.03.1 Fee Computation: 83.03-1(a) The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. B3.03 -1(b) If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. B3.03 -1(c) The term "Actual Construction Cost" does not include any compensation to the Consultant, the cost of the land, rights-of-way, works of art, permit fees or other costs which are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for 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 the 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 bilis, itemized invoices and/or copies of cancelled checks. 1133.05 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 RFQ No, 08-09-017 THIS DOCUMENT IS A Page 34 SUBSTITUTION TO ORIGINAL City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: FinaIPSA AT THE END OF THIS DOCUMENT. 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. B3.06 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 Sections B3.06 and B3.04 respectively, may be applicable. Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at www.miamigov.com/capitalimprovements/pages/ ProcurementOpportunities. B3.06-1 Determination Of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit, or Percentage of Construction Cost. 133.06-2 Procedure and Compliance An independent and detailed Notice to Proceed, 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 Notice to Proceed 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 Consultant's Competitive Negotiation Act, and other applicable laws. 83.06-3 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 the Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant. B3.07 PAYMENT EXCLUSIONS Consultant shall not be compensated by 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 Consultant as determined by City. B3.08 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 B4 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. Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Consultant. Consultant shall utilize the City's Invoice Form which can be found on the City's Webpage at www.miamigov.com/Capitallmprovements/pages/ProcurementOpportunities. Failure to use the City Form will result in rejection of the invoice. B4.02FOR 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 Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly RFQ No. 08-09-017 THIS DOCUMENT IS A Page 35 SUBSTITUTION TO ORIGINAL City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials: FinaIPSA AT THE END OF THIS DOCUMENT. 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 Sub - Consultants 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 & 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 Sub -Consultants 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. B4.05DEDUCTIONS 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 B5 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, Sub -Consultants, and Special Sub -Consultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation Identifiable transportation expenses in connection with the Project, subject to the limitations of Section 112.061, Florida Statutes, as amended, excluding, however, all, general automobile transportation expenses within Miami -Dade, Broward, and Palm Beach Counties. Transportation expenses to locations outside the Miami-Dade-Broward-Palm Beach County area or from locations outside the Miami-Dade-Broward-Palm Beach County area will not be reimbursed unless specifically pre -authorized in writing by the Project Manager. Such pre -authorization will be subject to the limitations of Section 112.061, Florida Statutes, as amended. B5.01-2 Travel And Per Diem Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected expenses for Consultant's personnel subject to the limitations of Section 112.061 Florida Statutes as amended. Meals for class C travel inside Miami -Dade or Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating Consultant's employees from one of Consultant's offices to another office if the employee is relocated for more than ten (10) consecutive Working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn. Governmental lodging or meals will not be reimbursed that result from travel within Miami -Dade, Broward or Palm Beach Counties. B5.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices. The Consultant's field office at the Project site is not considered a permanent office. B5.01-4 Reproduction, Photography Cost of printing, reproduction or photography, which is required by or of Consultant to deliver services, set forth in this Agreement. RFQ No. 08-09-017 1 HIS DOCUMENT IS A Page 36 SUBSTITUTION TO ORIGINAL City's Initials: BACKUP. ORIGINAL CAN BE SEEN Consultant's Initials FinaIPSA AT THE END OF THIS DOCUMENT. 135.01-5 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. B5.02 REIMBURSEMENTS TO SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the items described above when the Sub - Consultant 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 herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that Consultant's Agreements and/or Work Orders for existing or new Work 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THLS DOCUMENT. RFQ No. 08-09-017 City's Initials: FinaIPSA Page 37 Consultant's Initials: ATTACHMENT B - COMPENSATION SCHEDULE 131 - COMPENSATION SUMMARY Major Task and/or Activity Fee Amount Schematic Design Validation $ 390,971.41 50% Design Development $ 733,071.39 100% Design Development $ 733,071.39 50% Construction Documents $ 977,428.52 95% Construction Documents (Permit Set) $ 977,428.52 Final Construction Documents (Construction Set $ 244,357.13 Construction Support Services $ 733,071.39 Project Close -Out $ 97,992.85 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No 08-09-017 City's Initials: Final PSA Page 38 Consultant's Initials: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Stadium Parking Garage Design Services Agreement CM@Risk Provisions Attachment 1 Award of CM(cD-Risk Contract Consultant shall assist in the selection and award of the contract for Construction Manager at Risk services. These services shall included the review of proposals received by the City, providing technical advice to CIP and the Evaluation Committee and assisting CIP in the negotiation of an agreement with the company selected to provide Construction Manager at Risk services for the construction of the stadium site parking. For purposes of this Attachment the Construction Manager means a contractor hired by the City under a separate contract to provide Construction Manager at Risk services for the construction of the Project. Design Coordination Consultant shall make every effort to maximize the participation of the Construction Manager at risk (Construction Manager) in the design process in an effort to reduce the potential for errors and omissions and help ensure the proper coordination of the drawings. This will also reduce the potential for monetary or delay change orders and claims during construction. Pre -Construction Reviews Construction Manager is responsible to conduct a design review during each phase of the design from Schematic Design through Construction Documents. During each of phase of design the Consultant shall work with the Construction Manager in reviewing and developing the design and construction documents, taking into account the quality and sources of materials and equipment, to ensure the most efficient design and minimum lifecycle cost. The Construction Manager is required to provide information, estimates, and recommendations regarding construction materials, methods, systems, phasing, and costs, and shall participate in design decisions to provide the highest quality within the budget and schedule. Consultant shall review and provide comments to the City and the Construction Manager on the information, estimates and recommendations submitted by the Construction Manager. Consultant shall maintain a record of each of the recommendations submitted by the Construction Manager. Said record shall reflect the action taken on each recommendation, including but not limited to, incorporation into the design or specifications, or not incorporated into the design or specifications. If a recommendation is not incorporated the Consultant shall state the basis for not incorporating the recommendation. Consultant shall continuously update the record and provide, at a minimum, a copy to the City and Construction Manager on a weekly basis. The City may request that the Consultant re -review a recommendation and/or meet with the Consultant and/or Construction Manager to discuss the action taken on a recommendation(s). Constructability Reviews Consultant shall coordinate with the Construction Manager in the review of the design and construction documents for completeness and coordination. Consultant shall review and respond in writing to recommendations resulting from the Constructability Reviews. If a recommendation is not incorporated the Consultant shall state the basis for not incorporating the recommendation. Consultant shall continuously update its record and provide, at a minimum, a copy to the City and Construction Manager on a weekly basis. The City may RFQ No. 08-09-017 Page 39 City's Initials: Consultant's Initials: Final PSA request that the Consultant re -review a recommendation and/or meet with the Consultant and/or Construction Manager to discuss the action taken on a recommendation(s). Cost Control Management Construction Manager is responsible in conjunction with the Consultant to prepare cost estimates and evaluate the cost estimates against the construction budget and the Construction Manager is responsible to recommend appropriate action to correct and/or avoid potential cost overruns. Consultant shall review all such recommendations and provide a report on the actions taken by the consultant concerning each recommendation. . If a recommendation is not incorporated the Consultant shall state the basis for not incorporating the recommendation. Consultant shall continuously update its record and provide, at a minimum, a copy to the City and Construction Manager on a weekly basis. The City may request that the Consultant re- review a recommendation and/or meet with the Consultant and/or Construction Manager to discuss the action taken on a recommendation(s). Life Cycle Cost Analysis Construction Manger may be responsible for conducting an analysis of certain system such as the Building envelope, HVAC, and Lighting. Consultant shall assist the City in reviewing any life cycle cost analyses submitted and recommend any action that should be taken based on such review. Prosect Master Schedule Consultant is responsible to maintain its project schedule until such time as the Master Project Schedule (Schedule) is developed, at which time the design schedule shall be incorporated into the Schedule. The Construction Manager has responsibility to develop a Schedule and Consultant shall assist the Construction Manager in the development of the Schedule. Upon review and acceptance by the City of the Schedule Consultant shall assist the City in monitoring the Schedule to assist the City in determining the accuracy of the Schedule as it is updated to track the progress of the Project. Consultant shall report any deviations from the project schedule or errors in the progress Schedules submitted by the Construction Manager during construction of the Project. Consultant shall assist the City and the Construction Manager in identifying options to recover lost construction time. GMP Proposal Consultant shall provide assistance as requested in the evaluation of the Construction Manager's pre -construction fee proposal and their GMP submittal(s). THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ No. 08-09-017 City's Initials: Final PSA Page 40 Consultant's Initials: SUBSTITUTED "=gam CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS ............ PROGRAM PROFESSIONAL SERVICES AGREEMENT i�y.:xeeYH:- Service Category Architectural & Engineering Services (RFQ No. 08-09-017) Contract Type Project Specific Project Stadium Site Parking Consultant LEO A. DALY COMPANY TABLE OF CONTENT��:�+�' ARTICLE 1 EFINITIONS.................... '�' ....................... 4 ARTICLE 2 G ERAL CONDITIONS..................................y,# ........................................................ 5 2.01 TERM: ........................................................... 2.02 SCOPE OF ERVICES.................................. .. ................. ti .................................................. 5 2.03 COMPENSA N..................................................................i::: 5 ARTICLE3 PERF NCE ............................ ........................................'`.::_......................................... 6 3.01 PERFORMANCE ND DELEGATION ....... :........................................ 6 ..... �,. 3.02 REMOVAL OF UN TISFACTORY PERSONNEL . �� .............................. 6 3.03 CONSULTANT KEY AFF ........................,:. ................. .�............................. 6 3.04 TIME FOR PERFORMA CE"" f..»:u::............................ rirt7� ....................... 6 ARTICLE 4 SUBCONSULTANT :. ................... �.................................. ......................... 6 4.01 GENERAL ........................... �'}� .................. j°4r................................................................ 7 .... . 4.02 SUBCONSULTANT RELATI IPSO'&=7 4.03 CHANGES TO SUBCONSULTA T a ...................... ................ 7 ARTICLE 5 DEFAULT ............................. ....... .......... 7 5.01 GENERAL.......�J....................................................7 5.02 CONDII"IONS OFr lEF-� .. a..........�.................................................... 7 5.03 TIME TO CUIRED�FA ;%9RCE MA URE. :�........................................................ 7 ARTICLE 6 TERMI"PIATiON OF AGREMENT..... '. 8 6.01 CITY'S RIGH TERMINA,? .......................................................................................................... 8 6.02 CONSULTANTS RIGHT TO. RMINATE...... ;t-, ................................................................................... 8 6.03 T RMINA�T�I,ON DU 7AUD1S:Cr SED LOBS ST OR AGENT......................................................... 8 ARTICLE n O�`C I�MENTS AN��R�.COR� ................................................................. ........ 8 7.01 1NNERSHIPC]FRDOCUMENTS .............. f..... ...................................................................... .. 8 7.02 p�bELIVERY UPOt�'REQUES r R CANCELLAT�ON..........................................................................:... 8 7.03 RE -USE BY, CITY`. -w ......................... ........................................................ ............ 8 7.04. YONDISCLOSURE ..... +''................................ 9 7.05 Mme/ CV ENANCE OFC�RDS..... '.......... ..................................... ........... ........... ........... ........... �..... 9 ARTICLE 8 D MNIFICATIO ''l: 9 ...... ...... ................ . ... ARTICLE9 I S R�4NCE.....O..:...................................................................................................... I........... 9 9.01 COMPAII�S�P, OVIDIN •COVERAGE................................................................................................. 9 9.02 VERIFICATfOQF INS � .. "NCE COVERAGE....................................................................................... 9 9.03 FORMS OF CERA................................................................................................................... 10 9.04 MODIFICATIONSLC.bVERAGE.......................................................................................................10 ARTICLE 10 MISCELLANEOUS........................................................................................................................10 10.01 AUDIT RIGHTS.......................................................................................................................................10 10.02 ENTIRE AGREEMENT............................................................................................................................10 10.03 SUCCESSORS AND ASSIGNS................................................................................. ............................10 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE............................................................................................11 10.05 APPLICABLE LAW AND VENUE OF LITIGATION..............................................................................11 10.06 NOTICES................................................................................ .............................................. ..................11 10.07 INTERPRETATION............................................................................................ ...............12 ...................... 10.08 JOINT PREPARATION................................................................................ ............................... ...........12 10.09 PRIORITY OF PROVISIONS..................................................................................................................12 10.10 MEDIATION - WAIVER OF JURY TRIAL..............................................................................................12 10.11 TIME............................................................................................. ......12 ..................................................... 10.12 COMPLIANCE WITH LAWS.................................................................................................................... RFQ No. 08-09-017 Page 1 City's Initials: Consultant's Initials: Draft PSA SUBSTITUTED 10.13 NO PARTNERSHIP.................................................................................................................................13 10.14 DISCRETION OF DIRECTOR..................................................................................................................13 10.15 RESOLUTION OF CONTRACT DISPUTES............................................................................................13 10.16 INDEPENDENT CONTRACTOR: ............................................................................................................ 13 ACHMENT A - SCOPE OF WORK.......................................................................................................................18 ARTILE Al GENERAL.......................................................................................................................................18 A1.0 SCOPE OF SERVICES............................................................................................................................18 A1.02 WORK ORDERS............................................................................................ Error! Bookmark not defined. ARTICLE A BASIC SERVICES ................................... ........................18 ............................................................... A2.01 VELOPMENT OF OBJECTIVES.........................................................................................................18 A2.02 AN LYTICAL REVIEW..................................................................................Error! Bookmark not defined. A2.03 SCH TIC DESIGN....................................................................................Error! Bookmark not defined. A2.04 DESIG DEVELOPMENT........................................................................................................................19 A2.05 CONST R CTION DOCUMENTS................................................::.........................................................20 A2.06 BIDDING A D AWARD OF CONTRACT .............................. . 3c.......................................................22 A2.07 ADMINIST ION OF THE CONSTRUCTION CONTRA.".:..........................................................23 ARTICLE A3 ADO TO L SERVICES �'' ..26 1 r.: A3.01 GENERAL................................................................:.t'�'';:;.`,.......................................................26 A3.02 EXAMPLES....................................................... ....... ..... �°� t ....................................................27 A3.03 ADDITIONAL DESIG.......................................::...................+x..................................................27 ARTICLE A4 REIMBURSABLE E ENSES.................. '4........................"�.........................................27 A4.01 GENERAL..... ................. Y:.................................. 'eft. 27 ,.... A4.02 SUBCONSULTANT REIM RSEMENTS.:.........................................................................27 ARTICLE A5 CITY'S RESPONSIBILlTIE ....... ........ -. .............................28 A5.01 PROJECT 8 SITE INFOItMAT N .................... ...7� ........... .::.�vwa ........................28 A5.03 CONSTRUCTION MANAGEME ..................... t.......................28 . .... SCHEDULE Al. - SUBCONSULTANTS.. �:.. .................................. .........................29 .... SCHEDULE A2. - KEY STAFF .................... ............30 ........................... ................... ............................... ATTACHMENT B - COMPENSATION AND P++�YM . T.$4,... ................ 32 ARTICLE 61 METHOD OF COMPENSATION'S ........... � , 32 81.01 COMPENSATION .LIM,IT.S............... a.....` ............................................................32 B1.02 CONSULTANT NO OEXCEED.:... ° �>............:.:.I .: ...............................................32 ARTICLE B2 WAGE.......::::..................................................32 B2.01 FEE BASIS .. ... .......V6.,............... c ......`. .....................................32 82.02 EMPLOYE S, .ND JOB,iSIFICATIONS`'...`.........................................................32 82.03 MULTIPLIER... ........ W ................... .............................................................................32 B2.04 CALCULATION... :........; ................ ..... 33 82.05 EMP '4D E BENE S2AND �]/ER14 AD ..............................................................................33 82.06 SCA .......F..... e?1�. .� .It......................................................................33 ARTICLEB3 COM ONOF �,�'�DCOMPEMSP�iIO4........................................................................33 B3.0 UMP SUM:..... t ..F....7 M .............` .............................................................................33 83.02 OURLY RATE FES ............ c=................. ............................... ...................................................... 34 B3.03 CENTAGE OF CY STRUCT ON..COST:........................................................................................34 83.04 R I BURS BILE EXP I,SES ....... � �`!.................................................................................................34 B3.05 FEES. OR ADDITIVE O D DUCTIVE ALTERNATES: .......................... ............................................34 83.06 FEES F DDITIONAL ERVICES....................................................................................................35 83.07 PAYMEN'CLU SION r................................................................................................................35 83.08 FEES RES - G FRO PROJECT SUSPENSION............................................................................35 ARTICLE B4 PAYME =CONSULTANT ............................................................................................35 B4.01 PAYMENTS GELU........................ ..............................................................................................35 B4.02 FOR COMPREHEN I. E BASIC SERVICES.............................................................. .........................35 B4.03 BILLING - HOURLY RATE............................................................................. ..........35 ................ ............ B4.04 PAYMENT FOR ADDITIONAL SERVICES 8. REIMBURSABLE EXPENSES......................................36 84.05 DEDUCTIONS.........................................................................................................................................36 ARTICLE B5 REIMBURSABLE EXPENSES: ........................................................................................ ............ 36 B5.01 GENERAL..............................................................................................................................................36 B5.02 REIMBURSEMENTS TO SUB-CONSULTANTS....................................................................................37 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS.........................................37 B6.01 GENERAL............................................................................................................................................... 7 SCHEDULE B1 - COMPENSATION SUMMARY.................................................................................................... RFQ No. 08-09-017 Page 2 City's Initials: Consultant's Initials: Draft PSA SUBSTITUTED CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT r Service Category Architectural & Engineering Services (RFQ No. 08-09-017) Contract Type Project `Consultant LEO A. DALYCOMPANY , Consultant Offi Location 3390 Mary Street, Suite 216,;M(ami, Florida 33133 City Auth ization Resolution Number (TB,j); l :- This Agreement de this _day of in the year 2009 ("Agreement") by and between the City of Mi i, Florida, herei�nofter called the "City," and (Consultant's Name), hereinafter called the "Consult t." RECITAL, uesf ualificatlons "RFQ" No. 08-09-017 on TBD for the provision of Architectural and Enginee ing Ser --des for th&Stadium Site Parking ("Services") and Consultant's proposal (".proposal"), i spons heieto, wasyselected as one of the most qualified for the provjSiQn of saidtSbrvices. i Q and ihe;Proposal are sometimes referred to herein, collectively,' -as ,,the Solicitation Docu�ents, and are by this reference expressly incorporate4,11b and, made a`p'rt of this Agreement'as if set forth in full. ',. WHERFAS, the,. C. ty, through; action the City Manager and/or the City Commis ren, as applicable,. 1 -las selected the Consultant I accordance with Section 287.055, Florida Statutes (Consultants, Competitive Negotiation Act), a the City Procu `r lent Ordinance, to provide the professional ser WITNESSETH', that the"City and the Consultant, for the agree as follows: Project Specific Stadium Site Parking A. The City issued a RFQ No, 08-09-017 City's Initials: Draft PSA nd the applicable provisions of hces as described herein. iderations herein set forth, Page 3 Consultant's Initials: SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS \Baseee ditional Services means any Work defined as such in a Work Order, secured in compliance with tatutes and City Code. achments mean the Attachments to this Agreement which are expressly incorporated by and made a part of this Agreement as if set forth in full. se ee means the amount of compensation mutually agreed upon for the completion of Basic .sic Se es means those services designated as such in a Work Order. ty Commis 'on means the legislative body of the City of Miami. Manager me ns the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner mear,the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and r which this Agreement is to be performed. In all respects hereunder, City's performance is pursuant to Ci 's position as the Owner of the Project. In the event the City exercises its regulatory authority as a gov nmental body, the exercise of such regulatory authority and the enforcement of any rules, regulat ns, codes, laws and ordinances shall be deemed to have occurred pursuant to City's authority as a gov mental body and shall not be attributable in any manner to City as a party to this Agreement. The City of iami shall be referred to herein as "City". For the purposes of this Agreement, "City" without modification sh II mean the City Manager. 1.08 Consultant means the individual, NO combination thereof, of properly registered pr the Agreement to provide professional services 1.09 Contractor means an individual, partr combination thereof, which has entered into a incidentals thereto. rship, corporation, association, joint venture, or any ;sional architects, or engineers, which has entered into the City. corporation, association, joint venture, or any with the City for construction of City facilities and 1.10 Director means the Director of the City Departmen esignated herein who has the authority and responsibility for managing the specific project or project covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose f this Agreement, the Director is the top administrator of the Capital Improvements Program or designee. 1.11 Errors mean items in the plans, specification or other docum by the Consultant that are shown incorrectly, which results in a change to the Service\ntsprepared results in the need for the construction contractor to perform rework or additional work or whichs a delay to the completion of construction. 1.12 Errors and Omissions mean design deficiencies in the plans, specMqation or other documents prepared by the Consultant, which must be corrected in order for the project o function or be built as intended. 1.13 Inspector means an employee of the City or of a consulting firm hired by the ity and assigned by the City to make observations of Work performed by a Contractor. 1.14 Notice to Proceed means same as "Authorization to Proceed." A duly authorize ritten letter or directive issued by the Director or Project Manager acknowledging that all conditions pr cedent have been met and/or directing that Consultant may begin work on the Project. 1.15 Omissions mean items the plans, specification or other documents prepared by the Consu nt that are not shown or included which are necessary for the proper and/or safe operation of the Pro ct or required to meet the Scope of Services. RFQ No. 08-09-017 City's Initials: Draft PSA Page 4 Consultant's Initials: SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT 1.16 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 and the construction of a project as a irect representative of the City. 1. Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a CI facility as contemplated and budgeted by the City. The Project shall be further defined in the Scope f Services and/or Work Order issued pursuant to this Agreement. 1.18 Pro sional 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 rids, or those performed by any architect, professional engineer, or registered surveyor or mapper in con ection with his or her professional employment or practice. These services may be abbreviated here as "architectural/ engineering services" or "professional services", as applicable, which are within this defin ion. 1.19 Risk Administ for means the City's Risk Management Administrator, or designee, or the individual named by the ity Manager to administer matters relating to insurance and risk of loss for the City. 1.20 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverab\diret milestones required for the completion of Project or an assignment with sufficient detail to allow ably accurate estimation of resources necessary for its completion. 1.21 Subconsultant means on or organization of properly registered professional architects, engineers, registered surveyoper, and/or other professional specialty that has entered into a written agreement with the Coto rnish specified professional services for a Project or task. 1.22 Wage Rates means the e dire t expense to Consultant andlor Sub -Consultant, on an hourly rate basis, for employees in tcified p fessions and job categories assigned to provide services under this Agreement that justform the asis for professional fees regardless of actual manner of compensation. 1.23 Work Order means a ent internal t the City authorizing the performance of specific professional services for a defiject or Projects. 1.24 Work Order Proposal means a document prepare by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific pha of a Project of for Additional Services. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be effective until final completion construction of the Project and Final Payment is made to the Consultant. 2.02 SCOPE OF SERVICES Consultant agrees to provide the Services as specifically described an set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this A eement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to Consultant shall generall e a lump sum not to exceed fee, based on the rates and schedules established in Attachment B h reto, which by this reference is incorporated into this Agreement; provided, however, that in no event all the amount of compensation exceed (TBD) ($000,000.00) in total over the term of the Ag re ent and any extension(s), unless explicitly approved by action of the City Commission or Cit Manager as applicable and put into effect by written amendment to this Agreement. Said fee is compr ed of a fee for basic services of (TBD) plus (TBD) for additional services and (TBD) for Reimbursable penses. The City may, at its sole discretion use other compensation methodologies. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance th Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt RFQ No. 08-09-017 Page 5 City's Initials: Consultant's Initials: Draft PSA SUBSTITUTE© PROFESSIONAL SERVICES AGREEMENT Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. Consultant shall utilize Attachment "C" for the submission of invoices. AR LE 3 PERFORMANCE 3.01 P FORMANCE AND DELEGATION The servi s to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise pvided in this Agreement, or approved, in writing by the City. Said approval shall not be ed construl nstituting an agreement between the City and said other person or firm. 3.02 REMOVAL UNSATISFACTORY PERSONNEL Director or designee ay make written request to Consultant for the prompt removal and replacement of any personnel employ or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such ubcansultants or subcontractors engaged by the Consultant to provide and perform services or Work rsuant to the requirements of this Agreement. The Consultant shall respond to City within fourteen (14 calendar days of receipt of such request with either the removal and replacement of such personn I or written justification as to why that may not occur. All decisions involving personnel will be made y Consultant. Such request shall solely relate to said employees work under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that Consulta t was selected by City, in part, on the basis of qualifications of particular staff identified in Consultant's sponse to City's solicitation, hereinafter referred to as "Key Staff". Consultant shall ensure that Key St are available for Work hereunder as long as said Key Staff is in Consultant's employ. Consultant will Iain prior written acceptance of Director or designee to change Key Staff. Consultant shall provide Dir ctor, or designee with such information as necessary to determine the suitability of proposed new Key S ,Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute ny responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon ceipt of a Notice to Proceed issued by the Director and to complete each assignment, task or phase ithin the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance o his Agreement. A reasonable extension of the time for completion of various a signments, tasks or phases may be granted by the City should there be a delay on the part of the Ci in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be ca a for any claim by the Consultant for extra compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their ervices. Consultant shall perform all Services in compliance with Florida Administrative Code Rule 61G -19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, i accordance with best industry practices, in gather information and inspecting a Project site prior to th commencement of design. Consultant shall be responsible for the professional quality, technical accura and coordination of all design, drawings, specification, and other Services furnished by the Cons tant under this Agreement. Consultant shall, without additional compensation, correct or revise any er rs, omissions, and/or deficiencies in its designs, drawings, specification or other Services_ Consultant all also be liable for claims for delay costs, and any increased costs in construction, including but no limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omission and/or deficiencies in its designs, drawings, specification or other Services. ARTICLE 4 SUBCONSULTANTS RFQ No. 08-09-017 City's Initials: Draft PSA Page 6 Consultant's Initials: SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.21 is a firm that was identified as part of the consulting team in the competitive selection process by which Consultant was chosen to perform the services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto nd incorporated by reference. 4. -2 A Specialty Subconsultant is a person or organization that has, with the consent of the Dire or, entered into a written agreement with the Consultant to furnish unique and/or specialized profes 'onal services necessary for the Project or task described under Additional Services, Such Special Subconsultant shall be in addition to those identified in Schedule Al. 4.02 SUBCO.ULTANT RELATIONSHIPS 4.02-1 Als ices provided by the Sub -Consultants shall be performed pursuant to appropriate written agreem nts between the Consultant and the Subconsultants, which shall contain provisions that preserve an rotect the rights of the City under this Agreement. 4.02-2 Nothing co ained in this Agreement shall create any contractual or business relationship between the City an the Subconsultants. The Consultant acknowledges that Subconsultants are entirely under its direct1 control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCO ULTANTS The Consultant shall not add, dify, or change any Subconsultant listed in Schedule Al without prior written approval by the Director or esignee, in response to a written request from the Consultant stating the reasons for any proposed substi tion. ARTICLE 5 DEFAULT 5.01 GENERAL If Consultant fails to comply with any term condition of this Agreement, or fails to perform any of its obligations hereunder, then Consultant shall in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available o it by law, may immediately, upon written notice to Consultant, terminate this Agreement whereupon I payments, advances, or other compensation paid by the City to Consultant while Consultant was in efault shall be immediately returned to the City. Consultant understands and agrees that terminatio of this Agreement under this section shall not release Consultant from any obligation accruing prior to a effective date of termination. In the event of termination due to default, in addition to the regoing, Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotia *ng this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of th Services, including consequential and incidental damages. In the event of default, City may also su end or withhold reimbursements from Consultant until such time as the actions giving rise to default have een cured. 5.02 CONDITIONS OF DEFAULT A finding of default and subsequent termination for cause may Inc de, without limitation, any of the following: 5.02-1 Consultant fails to obtain or maintain the insurance or bonding h ein required. 5.02-2 Consultant fails to comply, in a substantial or material sense, with y of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in an agreement it has with the City, beyond the specified period allowed to cure such default. 5.02-3 Consultant fails to commence the Services within the time provided or c templated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE City through the Director or designee shall provide written notice to Consultant as to a findi of default, and Consultant shall take all necessary action to cure said default within time stipulated in s id notice, after which time the City may terminate the Agreement. The City at its sole discretion, m allow additional days to perform any required cure if Consultant provides written justification d med reasonably sufficient. RFQ No, 08-09-017 Page 7 City's Initials: Consultant's Inftials: Draft PSA SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT Should any such failure on the part of 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. TERMINATION OF AGREEMENT 6.0 CITY'S RIGHT TO TERMINATE The including the Director or designee has the right to terminate this Agreement for any reason or no reason, pon tert (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, wings, and other documents, including all electronic copies related to Work authorized under this Agree rt, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid accordance with provisions of Attachment B, provided that said documentation is turned over to Directo r designee within ten (10) business days of termination. Failure to timely deliver the documentation sh II be cause to withhold any payments due without recourse by Consultant until all documentation is de ered to the Director or designee. 6.01-1 Consu ant shall have no recourse or remedy from a termination made by the City except to retain the fees ea ed compensation for the Services that was performed in complete compliance with this Agreement, s full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, will, have against the City, its officials or employees. 6.02 CONSULTANTS RIGH!AND TERMINATE The Consultant shall have thet to terminate this agreement, in writing, following breach by the City, if breach of contract has not brected within sixty (60) days from the date of the City's receipt of a written statement from Consusp cifying its breach of its duties under this Agreement. 6.03 TERMINATION DUE TOIS OSED LOBBYIST OR AGENT Consultant warrants that it haemplo ed or retained any company or person, other than a bona fide employee working solely for tnsultant solicit or secure this Agreement and that he or she has not paid or agreed to pay any n, compan corporation, individual, or firm, other than a bona fide employee working solely for tonsultant an ee, commission, percentage, gift, or other consideration contingent upon or resulting fre award or ma ing of this Agreement. For the breach or violation oprovision, the ' shall have the right to terminate this Agreement without liability and, at its diion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commissiercentage, gift, or con ideration. ARTICLE 7 DOCUMENTD RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer I s, and/or reports prepared or obtained under this Agreement, as well as all data collected, togethe with summaries and charts derived therefrom, including all electronic digital copies will be considered w rks made for hire and will, based on incremental transfer wherein the above shall become the property o the City upon payments made to Consultant or termination of this Agreement without restriction or limitati In on their use, and will be made available, on request, to City at any time during the performance of such s ices and/or upon completion or termination of this Agreement. Consultant shall not copyright any mated and products or patent any invention developed under this Agreement. The City shall have the right to vi it the site for inspection of the work and the products of Consultant at any time. The Consultant shall be p rmitted to retain copies, including reproducible copies, solely for information and reference in connection ith the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy a digital, to the Director or designee within ten (10) days of cancellation, or within ten (10) days of requ t by the City, shall be just cause for the City to withhold payment of any fees due Consultant until Consu ant delivers all such documents. 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 inclu the provision for the re -use of plans and specifications, including construction drawings, at the City's ole option, and by virtue of signing this Agreement Consultant agrees to such re -use in accordance with t RFO No. 08-09-017 City's Initials: Draft PSA Page 8 Consultants Initials: SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT provision without the necessity of further approvals, compensation, fees or documents being required and ithout recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, d uments, studies, or other data for any purpose other than that intended by the terms and conditions of this Aureement. 7.04NeD SCLOSURE To the a ent all by law, Consultant agrees not to divulge, fumish or make available to any third person, fir or organization, without Director or designee's prior written consent, or unless incident to the proper perfo\FR te of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedingsre such information has been properly subpoenaed, any non-public information conceming tices to be rendered by Consultant hereunder, and Consultant shall require all of its employees, s, Sub -Consultants and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTC OF RECORDS Consultant eep equate records and supporting documentation, which concern or reflect its services herr. Re rds subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be.in accor nce with statute. Otherwise, the records and documentation will be retained by Consultana minimum f three (3) years from the date of termination of this Agreement or the date the Project ipleted, whic ever is later. City, or any duly authorized agents or representatives of City, shad hae right to audit, inspect, and copy all such records and documentation as often as they deem necesuring the period f this Agreement and during the three (3) year period noted above; provided, hosuch activity shall a conducted only during normal business hours. ARTICLE 8DEMNIFICATION The Consultant shall hold harmless, indenXify and defend the City, its officials and employees harmless from any and all claims, losses and cause\judgm tions which may arise out of the performance of this Agreement as a result of any act of neglor negligent omission, recklessness, or intentionally wrongful conduct of the Consultant or thensuitants. The Consultant shall pay all claims and losses of any nature whatsoever in connectewith and shall defend all project related suits, in the name of the City when applicable, and all costs, including without limitation reasonable attomey's and appellate attorney's fees, am is which may issue thereon. The Consultant's obligation under this paragraph shall not be in a way by the agreed upon contract price, or the Consultant's limit of, or lack of, sufficient inprote 'on and shall apply to the full extent that it is caused by the negligence, act, omission, ress or int tional wrongful conduct of the Consultants, its agents, servants, or representatives. ARTICLE 9 INSURANCE The Consultant shall not start Work under this Agreement until the nsultant has obtained all insurance required hereunder and the City's Risk Manager has approved such in rance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do busin ss under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall ve a Florida resident agent and be rated at least A(X), as per A.M. Best Company's Key Rating Guide, lat t edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator fo review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate tha the Consultant has obtained insurance of the type, amount and classification required by these provision in excess of any pending claims at the time of contract award to the Consultant. In addition, the certificat shall name the City as an additional insured. Consultant shall maintain coverage with equal or better rating as identified herein for the erm of this contract. Consultant shall provide written notice to the City's Department of Risk Managem t of any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of the hange. Consultant shall furnish a copy of the insurance policy or policies upon request of the Risk Administ tor. Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administr for within ten (10) days of written request. RFQ No. 08-09-017 Page 9 Gigs Initials: Consultant's Inklals: Draft PSA SUBSTITUTED 9.03 FORMS OF COVERAGE PROFESSIONAL SERVICES AGREEMENT 9.03-1 Commercial General Liability and Automobile Liability The consultant shall maintain commercial general liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall clude Premises and Operations, Contingent and Contractual Liability, and Products and Completed O rations, with and endorsements as applicable. The coverage shall be written on a primary aNn contributory basis with the City listed as an additional insured as reflected by endorsement C0 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) days for 9.03-2 usiness Automobile The consultan shall provide business automobile liability coverage including coverage for all owned, hired and non o ned autos with a minimal combined single limit of $1,000,000 naming the City as an additional insured ith respect to this coverage. Notice of cancellation should read (30) days/ (10) days for no, npaymen 9.03-3 Profession I Liability Insurance The Consultant shall mal tain Professional Liability/ Errors and Omissions coverage with limits of at least of $5,000,000 per clafN, $5,000,000 aggregate providing for all sums which the Consultant shall be legally obligated to pay las damages for claims arising out of the services performed by the Consultant or any person em oyed by the Consultant in connection with this Agreement. This insurance shall be maintained r at least one year after completion of the construction and acceptance of any project covere\$500,0 greement. Retroactive date must be specified on the certificate as applicable. Notice of should read (30) days/ (10) days for nonpayment. 9.03-4 Worker's Compensatie The Consultant shall maintain Wornsation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Ebility with a minimum limit of $500,000 each accident, $500,000 each disease employee each employee policy limit. 9,03-5 Sub -Consultant Compliance Consultant shall ensure that all Sub -Consultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designeere rve increases, or changes in the required insurance requirements, v obligations by providing a thirty (30) day written notice to the herein. Consultant shall comply with such requests unless the in available in the national market, and may request additional con justification. ARTICLE 10 MISCELLANEOUS the right to require modifications, age, deductibles or other insurance Isultant in accordance with §10.06 rance coverage is not then readily ration from City accompanied by 10.01 AUDIT RIGHTS The City reserves the right to audit the Consultant's accounts during the perfor ance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant rees to furnish copies of any records necessary, in the opinion of the Director, to approve any request for payment by the Consultant. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integ\execu ent between the City and the Consultant and supersedes all prior negotiations, reps or agreements, written or oral. This Agreement may not be amended, changed, modifiwise altered in any respect, at any time after the execution hereof, except by a written documewith the same formality and equal dignity herewith. Waiver by either party of a breach of anythis Agreement shall not be deemed to be a waiver of any other breach of any provision of this. 10.03 SUCCESSORS AND ASSIGNS RFQ No. 08-09-017 City's Initials: Draft PSA Page 10 Consultant's Initials: SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in ole or in part, by the Consultant without the written consent of the City, acting by and through its City Co mission. It is understood that a sale of the majority of the stock or partnership shares of the Con Itant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transa ions that would constitute an assignment or sale hereunder requiring prior City approval. The Con Itant's services are unique in nature and any transference without City Commission approval shall be ca a for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. he City may require bonding, other security, certified financial statements and tax returns from any prop ed Assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to th City Attorney as a condition precedent to considering approval of an assignment. The Consultant an the City each binds one another, their partners, successors, legal representatives and authorized assig s to the other party of this Agreement and to the partners, successors, legal representatives and ass' ns of such party in respect to all covenants of this Agreement. 10.04 TRUTH-IN-NEGO IATION CERTIFICATE In compliance with the Co ultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum metho the Consultant shall certify that wage rates and other factual unit costs supporting the compensation ar accurate, complete, and current at the time of Notice to Proceed. The original Project price and any ad ' ion thereto will be adjusted to exclude any significant sums by which the City determines the project pri was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. All uch price adjustments will be made within 1 year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE F LITIGATION This Agreement shall be interpreted and co strued in accordance with and governed by the laws of the State of Florida. Any suit or action brought by ny party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade Co ty, Florida. Each party shall bear its own attorney's fees except in actions arising out of Consultant's d ies to indemnify the City under ARTICLE 8 where Consultant shall pay the City's reasonable attorney' fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, a ressed to the party for whom it is intended at the place last specified; and the place for giving of notic shall remain such until it shall have been changed by written notice in compliance with the provision of this paragraph. For the present, the parties designate the following as the respective places for givin of notice: For City of Miami: Gary Fabrikant Assistant Director City of Miami Department of Capital Improvements Program (CIP) 444 S.W. 2n° Ave., 8th Floor Miami, Florida 33130 and: Ola O. Aluko, Assistant Director Capital Improvements Program (CIP) 444 S.W. 2n' Ave., 8'h Floor Miami, Florida 33130 For Consultant: Agustin J. Barrera, AIA Managing Principal Leo A. Daly 3390 Mary Street Suite 216 RFQ No. 08-09-017 City's Initials: Draft PSA Page 11 Consultant's Initials: SUBSTITUTED Miami, Florida 33133 PROFESSIONAL SERVICES AGREEMENT 10.07 INTERPRETATION elanguage of this Agreement has been agreed to by both parties to express their mutual intent and no ru of strict construction shall be applied against either party hereto. The headings contained in this Agr ment are for reference purposes only and shall not affect in any way the meaning or interpretation of this greement. All personal pronouns used in this Agreement shall include the other gender, and the singular hall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," ereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular s tence, paragraph, or section where they appear, unless the context otherwise requires. Whenever re ence is made to a Section or Article of this Agreement, such reference is to the Section or Article as a wh e, including all of the subsections of such Section, unless the reference is made to a particular subsec nor subparagraph of such Section or Article. 10.08 JOINT PRERATION Preparation of this A eement has been a joint effort of the City and Consultant and the resulting document shall not, sole as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PRO SInONS If there is a conflict of inconsis ncy between any term, statement, requirement, or provision of any exhibit attached hereto, any documenXed events referred to herein, or any document incorporated into this Agreement by reference and a, statement, requirement, or provision of this Agreement, the term, statement, requirement, or proviontained in this Agreement shall prevail and be given effect. 10.10 MEDIATION -WAIVERJ Y TRIAL In an effort to engage in a coopve e rt to resolve conflict which may arise during the course of the design and /or construction of thject p ect(s), and/or following the completion of the projects(s), the parties to this Agreement agreeisputes etween them shall be submitted to non-binding mediation prior to the initiation of litigationss othe ' e agreed in writing by the parties. A certified Mediator, who the parties find mutually acble, will con uct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties wit the costs of certified mediator on a 50/50 basis. The Consultant agrees to include such similar cct provisions wi all Subconsultants and/or independent contractors and/or Consultants retained for roject(s), thereby roviding for non-binding mediation as the primary mechanism for dispute resolutio In an effort to expedite the conclusion of any litigation the pEltlies voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under thi Agreement. 10.11 TIME Time is of the essence in this Agreement. 10.12 COMPLIANCE WITH LAWS Consultant shall comply with all applicable laws, codes, ordinances, les, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA'), s amended, and all applicable guidelines and standards in performing its duties, responsibilities, an obligations related to this Agreement. The Consultant represents and warrants that there shall be n unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 NON-DISCRIMINATION City warrants and represents that it does not and will not engage in discrimina ry practices and that there shall be no discrimination in connection with Consultant's performance and this Agreement on account of race, color, sex, religion, age, handicap, marital status or national "gin. Consultant further covenants that no otherwise qualified individual shall, solely by reason of hi er race, color, sex, religion, age, handicap, marital status or national origin, be excluded from parti ipation 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, tate or local laws, rules, regulations and ordinances. The City reserves the right to refuse Consultant a ess RFQ No. 08-09-017 Page 12 Gigs Initials: Consultant's Initials: Draft PSA SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT to City property, including project jobsites, if Consultant 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 Consultant. 10.12-3 ADA COMPLIANCE nsultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities A "ADA") in the course of providing any work, labor or services funded by the City, including Titles I & II the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidell es and standards. Additionally—the Consultant shall take affirmative steps to—insure nondiscr ination in employment of disabled persons. 10.13 NO PA TNERSHIP Consultant is an I dependent contractor. This Agreement does not create a joint venture, partnership or other business ent rise between the parties. The Consultant has no authority to bind the City to any promise, debt, defaul , or undertaking of the Consultant. 10.14 DISCRETION O DIRECTOR Any matter not expressly ovided for herein dealing with the City or decisions of the City shall be within the exercise of the reasoble professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CON DISPUTES Consultant understands and agre that all disputes between it and the City based upon an alleged violation of the terms of this Agree ent by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consulta t to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personne 'dentified in Article 10.06, Notices. Should the Consultant and the Project Mana\nh fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting doctation, to the Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of sa�fication the Assistant Director -Contracts shall reveiw the issues relative to the dispute and issue a wn ding. Should the Consultant and the Assistant Direcontr is fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) car day to the Director. Failure to submit such appeal of the written finding shall constitute acceptaf the fin - g by the Consultant. Upon receipt of said notification the Director shall review the issuestive to the pute and issue a written finding. Consultant must submit any further appeal ining within five 5) calendar days to the City Manager. Failure to submit such appeal of the writtening shall const) to acceptance of the finding by the Consultant. Appeal to the City Manager for hisresolution, is requ ed prior to Consultant being entitled to seek judicial relief in connection therewithould the amount o compensation hereunder exceed $500,000, the City Manager's decision shalapproved or disapp ved by the City Commission. Consultant shall not be entitled to seek judicialf unless: (i) it has first received City Manager's written decision, approved\er Commission if applicable, or (ii) a period of sixty (60) days has expired after submitting to the City Mailed statement of the dispute, accompanied by all supporting documentation, or(90) days has expired where City Manager's decision is subject to City Commission(iii) City has waived compliance with the procedure set forth in this secn instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR: Consultant has been procured and is being engaged to provide services to the City as an I dependent contractor, and not as an agent or employee of the City. Accordingly, Consultant shall not attai , nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor a rights generally afforded classified or unclassified employees. Consultant further understands that rida Workers' Compensation benefits available to employees of the City are not available to Consultant, nd RFQ No. 08-09-017 Page 13 C'it)(s Initials: Consultant's Initials: _ Draft PSA SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT grees to provide workers' compensation insurance for any employee or agent of Consultant rendering rvices to the City under this Agreement. 10\nh NTINGENCY CLAUSE: Fur this Agreement is contingent on the availability of funds and continued authorization for prtivities and the Agreement is subject to amendment or termination due to lack of funds, refunds and/or change in regulations, upon thirty (30) days notice. 10IR PARTY BENEFICIARY Coand a City agree that it is notintended that any provision of this Agreement establishes a thienefice ry giving or allowing any claim or right of action whatsoever by any third party under thient.10RFORMAN EVALUATIONS The City conducts perfo nce evaluations during and after completion of agreements with consultants, which are used as a basi for the awarding of future work as well advising the consultant of their performance. 10.20 NO ESTOPPEL Neither the City's review, approval d/or acceptance of, or payment for Services performed under this Agreement shall be construed to oper to as a waiver of any rights under this Agreement of any cause of action arising out of the performance o is Agreement, and the Consultant shall be and remain liable to the City in accordance with applicable ws for all damages to the City caused by the Consultant's negligent performance of any of the Servi under this Agreement. The rights and remedies provided for under this Agreement are in addition to an other rights and remedies provided by law. Where the Consultant is comprised of more tha one legal entity, each such entity shall be jointly and severally liable under this Agreement. 10.20 CONSTRUCTION SOLICITATION METHOD OGY The terms and scope of this Agreement is predicated the City issuing a solicitation for construction based on a design -bid -build methodology. However, th City, at its sole option may change to to a Construction Manager (Construction Manager at Risk meth ology. Should the City elect to utilize the Construction Manage methodology the provisions contained t Attachment 1 will become effective and prevail over any potentially conflicting provisions. In addition, su a change in methodology will result in adjustment to Basic Services. RFQ No. 08-09-017 City's Initials: Draft PSA Page 14 Consultant's Initials: SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and ar first above written. HEST Signature Print Name, ATTEST: Consultant Secretary ` (Affirm Consultant Seal, if ATTEST: Priscilla Thompson, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm, Director Risk Management Department RFQ No. 08-09-017 City's Initials: Draft PSA e) Consultant, Leo A. Daly Signature Print Name, Title of Authorized Officer or Official (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida Pedro G. Hernandez, P.E., City Manager APP VED AS TO LEGAL FORM AND CORR TNESS: Julie 0. Bru, City Attorney Page 15 Consultant's Initials: the SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT ICATE OF AUTHORITY (IF CORPORATION) HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under of the State of held on the _day of a was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation dproviding that his/her execution thereof, attested by the secretary of the corporation, sh II be the official act and deed of the corporation. further certify th t said resolution remains in full force and effect. IN WITNE WHEREOF, I have hereunto set my hand this day of , 20 Secretary: Print: CERTIFICATE OF AUTHO (IF PARTNERSHIP) I HEREBY CERTIFY hat 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 adop d authorizing (Name) as (Title) of the p nership to execute agreements on behalf of the partnership and provides that his/her exution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement r ains in full force and effect. IN WITNESS WHEREOF, I have hereunto et my hand this , day of 20 Partner: Print: Names and addresses of partners: \ Name I Street Address City State J Zip RFQ No. 08-09-017 City's Initials: Draft PSA Page 16 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT SUBSTITUTED CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing is authorized to sign bid documents on behalf of the joint venture. If there is no joint agreement each member of the joint venture must sign the bid and submit the Yate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAIQ I HEREBY CER IFY that, I (Name) , individually and doing business as (d a) (If Applicable) have executed and am bo nd by the terms of the Agreement to which this attestation is attached. IN WITNESS WHER F, I have hereunto set my hand this day of 20_ Signed: Print: STATE OF COUNTY OF The foregoing instrument 20 , by _ known to me or who has produced. (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC RFQ No. 08-09-017 NOTARIZATION )S was acknowled before me this day of who is personally as identification and who Page 17 City's Initials: Consultant's Initials: _ Draft PSA PROFESSIONAL SERVICES AGREEMENT SUBSTITUTED ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL chitectural and Engineering Services shall include, but are not limited to, complete planning and design se ices, programming, surveying, geotechnical, feasibility studies, options evaluations, public meetings, irriga 'on, lighting, electrical, landscaping, parking analysis, detailed facility assessments, cost estimates, opinlo of probable construction cost, preparation of bid and construction documents, review of work prepare by Sub -consultants and other consultants, field investigations and observations, construction contract a inistration, as -built documentation and other related architectural and engineering services as needed t complete the Projects. Consultant shall provide Professional Architectural and Engineering Services for t Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as am ded, Consultants' Competitive Negotiations Act (CCNA). A7.01 SCOPE O ERVICES The Consultw, t agrees to provide comprehensive Professional Services in accordance with all applicable lauilding and environmental regulations, including the Florida Building Code and the City of Miam , Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a rk Order. Consultant may be required to perform all or some of the services presented in this Agr ment, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Servi S. Comprehensive Architectural and Engineering Professional Services for the Project. Consultant agrees to provide complek Architectural and Engineering Services as set forth in the tasks enumerated hereinafter, in accordance ith the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, odes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work\reqed to ensure its performance as specified in the Agreement. Consultant shall post the drawings on the Cp website and submit one (1) electronic set of all documents and three (3) copies of documender Article A2, for review and approval by City. Consultant shall not proceed with the next ork until the documents have been approved, in writing, by City, and an Authorization to Pronext task has been issued by City. A2.01 SCHEMATIC DESIGN VALIDATION Consultant shall, utilizing a compilation of available do umentation, confer with representatives of the City, the Project Manager, Stakeholders and olqer jurisdictional agencies in order to comprehensively identify aspects of the completed Sche tic Design as submitted for Major Use Special Permit (MUSP) approval that may require further r Inement to attain the requisite detail of development required to begin the creation of DesignDev opment Documents. For clarity of scope, the items that need further development shall be called hematic Design Validation. The City shall review and approve this Phase prior to commencem t of the Design Development Phase. A2.01 -A Survey — the topographic survey shall include the loca ' n of all site structures including all utility structures and facilities, and tree loca ns\The A2.01 -B Geotechnical Site Investigation Geotechnical and material testing services for this projeompass the following. ■ Perform xxx (x) Standard Penetration Test (SPT) bdepth of xx feet each within the proposed structure's area and xxst borings to a depth of x feet each within the existing parking lot sults of the each test boring shall be presented in the formof a cord (or log) which shall contain a description of the subsuials nd the RFQ No. 08-09-017 City's Initials: Draft PSA Page 18 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT SUBSTITUTED depths at which they were encountered, their standard penetration resistance and the groundwater levels measured at the time of boring completion. Perform xxx (x) South Florida Water Management District (SFWMD) Type Soil Permeability (percolation) tests. The purpose of these tests is to determine the Hydraulic Conductivity (K) Value necessary for the design of exfiltration drainage systems. Prepare a report of subsurface exploration and geotechnical engineering evaluation for the site. This report shall contain a description of the existing site conditions present at the time of exploration, a description and evaluation of the subsurface conditions encountered, and engineering recommendations for the proposed construction. The recommendations shall include guidelines for general site work, feasible foundation alternatives with their allowable capacities and estimated settlements. A2.02 DESIGN DEVELOPMENT From the appred Schematic Design Validation phase documents, Consultant shall prepare and present in writin ,and at oral presentations, if requested, for approval by City, separate Design Development D;CtXnents, updated Project Development Schedules, updated Statements of Probable Constructio Costs and a review of Constructability Review reports. A2.02 -A 50 % Design Consultant and t e design team shall prepare and present four (4) copies in writing, and at oral pres tations, if requested, for approval by City, separate Design Development Docu nts, updated Project Development Schedules, and preliminary statement of Probable onstruction Costs. 1. The Design Develop nt Documents shall consist of drawings (site plans, floor plans, elevations, and se tions), outline specifications, and other documents. 2. 50% Design Developmen documents consists of continued development and expansion of the Architectur Structural, MEP/FP, Landscape and Civil validated Schematic Design Documents, rovided by the city, to establish the final scope, relationships, forms, size, and ap arance of each element through: a. Plan sections and elevations; b. Typical construction details; and c. Final materials selection. d. Evaluate and select structural syste Consultant shall provide alternative plans during this Phase in order to p vide to City of Miami and CM for evaluation and recommendations. The se cted system shall be designed in the documents for the 100% Design Develop ent Submittal. e. MEP/FP drawings shall indicate systems as si le lines for this Phase. 3. The updated Design Development Scheduleshall s w the proposed completion dates of each milestone of the Project through desig , bidding, construction and proposed date of occupancy. Consultant and the Constru ion Manager (CM) shall also detail all long lead procurement items and ar itecturally/engineering significant equipment that shall need to be purchased prior o the completion of Construction Documents. 4. Consultant shall not proceed with further development until appy val of the 50% Design Development documents is received in writing from City a CM at Risk has provided analysis of constructability and statement of Probable onstruction Cost for review and approval. 5. Provide updated Statements of Probable Construction Cost in CSI format. Ieither statement of Probable Construction Cost exceeds allocated funds by more tha ten (10%) percent, Consultant and the CM shall prepare recommendationsr RFQ No. 08-09-017 Page 19 City's Initials: Consultant's Initials: Draft PSA SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation to reflect this change in scope and the City of Miami agreed/Approved to comments in the following Phase (100% Design Development). A2.02-5 100 % Design Development: onsultant and the design team shall prepare and present four (4) copies in writing, and at oral prentations, if requested, for approval by City, separate Design Development Documents, upd d Project Development Schedules, and preliminary statement of Probable Construction Costs. Consultant shall produce 100% Design Development Documents for review and approval by City, which shall include the following: 0% Design Development consists of continued development and expansion of th 50% DD Architectural, Structural, MEP/FP, Landscape and/or Civil Design Doc ents to establish the final scope, relationships, forms, size, and appearance of ea\Development ment. The documents shall also include all of the agreed to scope modifs from the previous Phase (50% Design Development. 2. The uDevelopment Schedules shall show the proposed completion dates of each to of the Project through design, bidding, construction and proposed date upa y, Consultant & CM shall also detail all long lead procurement itemsrchIt ural/engineering significant equipment/materials that shall need to be ased pri to the completion of Construction Documents. 3. Consshall not p ceed with further development until approval of the 100% Desigelopment do uments is received in writing from City and CM atRisk has pd analysis of nstructability and statement of Probable Construction Cost iew and approva . 4. Provide updated Statements of robable Construction Cost in CSI format. If either statement of Probable Constructs Cost exceeds allocated funds by more than ten (10%) percent, Consultant and C shall prepare recommendations for reducing the scope of that particular Project order to bring the estimated costs within allocated funds. Consultant shall updat 'ts documentation to reflect this change in scope and City of Miami agreed/approv to comments in the following Phase (50% Construction Documents). A2.05 CONSTRUCTION DOCUMENTS A2.05 -A 50% Construction Documents: From the approved 100% Design Development Documents, Consulta t shall prepare for written approval by City, Final Construction Documents setting forth al design drawings and specifications suitable for bidding, permitting and the construction of the cility. The documents will also include all of the agreed to scope modifications from the previous\will esign Development). Consultant will produce a 50% CD Set for review and approval by City, this e the following: 1. A Drawing Cover Sheet listing an index of all number oeach discipline. We will attach an index of all anticipated drawingry to fully define the Project. RFQ No. 08-09-017 City's Initials: Draft PSA 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction durati period in calendar days. Page 20 Consultant's Initials: SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT 3. Consultant shall not proceed with further Phases of construction document development until approval of the previous Phase is received in writing from the City and CM has provided analysis of constructability and statement of Probable Construction Cost for review and approval. 4. Provide updated Statements of Probable Construction Cost in CSI format. If either statement of Probable Construction Cost exceeds allocated funds by more than ten (10%) percent, Consultant and CM shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation to reflect this change in scope and City of Miami agreed/approved to comments in the following Phases. 5. A Project Specifications index and Project Manual with the 50% CO Set Final of the Specificatidocuments. ompleted. 6. onsultaninclude, and will be paid for; City -requested alternates outside of the e ablisheject scope or that are not constructed due to a lack of funds. 7. Con Itanall not proceed with further Phases of construction document develo mntil approval of the 50% CD Phase is received in writing from City. Approva ity shall be for progress only and does not relieve Consultant of its responsiband {iabilities relative to code compliance and to other covenants containedis Agreement. Consultant shall resolve all questions indicated on the documentmake all changes to the documents necessary in response to the review con ry. The 50% Documents review (check) set shall be returned to City uponissi n of 95% GMP/ Permit Set of documents and Consultant shall provide aropri e response to all review comments noted on these previously submittedments. 8. Consultant shall submit tfspecial conditions, which should be provided by the City of Miami, separate fro the technical specifications. A2.05-13 95% Construction Documents/GMR/ Permit Set: 95% CD/GMP/Permit Set consists of continuo development and expansion of the 50% CD Architectural, Structural, MEP/FP, Landscape a/or Civil Design Documents to establish the final scope, relationships, forms, size, and appearae of each element. The documents will also include all of the agreed to scope modifications from 1:4 previous Phase (50% CD). Consultant shall produce a 95% CD/GMP/Permit Set view and approval by the City, this Phase will include the following: \ RFQ No. 08-09-017 CRy's Initials: Draft PSA 1. A Drawing Cover Sheet listing an index of II number of drawings by each discipline. We will attach an index of all anticip ed drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to i Jude an outline of major construction milestone activities and the recommenbled construction duration period in calendar days. 3. Consultant shall not proceed with further Phases of c structi?n document development until approval of the previous Phase is receive in writing from the City and the CM has provided analysis of constructability nd statement of Probable Construction Cost for review and approval. 4. Provide updated Statements of Probable Construction Cost in CSI fo at. If either statement of Probable Construction Cost exceeds allocated funds by me than ten (10%) percent, Consultant and the CM shall prepare recommend 'ons for reducing the scope of that particular Project in order to bring the estimate costs within allocated funds. Consultant shall update its documentation to reflec this Page 21 Consultant's Initials: SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT change in scope and City of Miami agreed/approved to comments in the following . Phases. 5. A Project Specifications index and Project Manual with the 95% CD/GMP/Permit Set Final of the Specifications completed. 6. Consultant shall include, and will be paid for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. 7. Consultant shall not proceed with further Phases of construction document development until approval of the 95% CD/GMP/Permit Set is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to \bereturned venants contained in this Agreement. Consultant shall resolve all questions d on the documents and make all changes to the documents necessary in e to the review commentary. The 95% Documents review (check) set shall at to City upon submission of Final Construction Documents and ant shall provide an appropriate response to all review comments noted on eviously submitted documents. 8. Consulta shall submit the special conditions, which should be provided by the City of Miai, separate from the technical specifications. A2.05 -C Final Construction ocuments: Final Documents consist of the tegration of all of the Permitting comments and City of Miami review comments. Deliverables s all include a complete set of Construction Contract Documents for the construction of the project. A2.05-1 Maximum Cost Limit Prior to authorizing the Consultant to roceed with preparation of Construction Document Development, the City shall establish an ommunicate to the Consultant, a maximum sum for the cost of construction of the Project ("M ' um Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consulta submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by nsultant. Notwithstanding anything above to the contrary, the City may require the Consultant to r ise and modify Construction Documents and assist in the re -bidding of the Work at no additiona cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent o he Maximum Cost Limit. A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of buil ing permits at the earliest practicable time during the performance of the Work, for approval by ity, County, State and/or Federal authorities having jurisdiction over the Project by law or contra with the City, and shall assist in obtaining any such applicable certifications of permit approv by such authorities prior to approval by CIP of the final set and printing of the Construction Do ments. The Consultant shall promptly, at any time during the performance of the Work hereun er, advise the City of any substantial increases in costs set forth in the Statement of Probable C struction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of t seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specificatio . Consultant shall also provide digital versions of the drawings in .dwg, .pit, and .pdf formats. he specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.06 SOLICITATION & AWARD OF CONSTRUCTION CONTRACT A2.06-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authoritie having jurisdiction, and acceptance by the City of the 100% Construction Documents and test Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining ds and preparing and awarding the construction contract. The City, for bidding purposes, will ha RFQ No. 08-09-017 Page 22 City's Initials: Consultant's Initials: Draft PSA PROFESSIONAL SERVICES AGREEMENT SUBSTITUTED the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06-2 Issuance of Bid Documents, Addenda and Bid Opening \Evaluat e City shall issue the Bid Documents to prospective bidders and keep a complete List of ders. e Consultant shall assist the City in the preparation of responses to questions if any are quired during the bidding period. All addendum or clarifications, or responses shall be ued by the City. a Consultant shall prepare revised plans, if any are required, for the City to issue to all pective bidders. e ity will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The nsu nt shall attend all any pre-bid meeting(s) and require attendance of Sub -Consultants such etings. e Cons ant will be present at the bid opening, if requested by the City. id Evaluat n and Award nsultant sha assist the City in evaluation of bids, determining the responsiveness of bids e preparation documents for Award of a contract. If the lowest responsive Base Bid d exceeds the T I Allocated Funds for Construction, the City may: 1. Approve an increase i the Project cost and award a Contract; 2. Reject all bids and re-bithe Project within a reasonable time with no change in the Project or additional compensatio to the Consultant; 3. Direct the Consultant to revi the dditisocope and/or quality of construction, and rebid the Project. The Consultant shall, without nal compensation, modify the Construction Documents as necessary to bring the Pro ble Construction Cost based on such revisions within the Total Authorized Construction Bu et\the The City may exercise such option where the bid price exceeds 10% of the Fixed Constrprovided to the Consultant and as may be modified by the City and the Consuoliciting bids. 4. Suspend, cancel or abandon the P NOTE: Under item 3 above the Consuithout additional compensation, modify the Construction Documents as necessary to bable Construction Cost within the budgeted amount. A2.07 ADMINISTRATION OF THE CONSTRUCTION A2.07-1 The Construction Phase will begin with the award of the c struction contract and will end when the Consultant has provided to the City all post construction ocuments, including Contractor As - Built drawings, Consultant's record drawings, warrantees, gua ntees, operational manuals, and Certificates) of Occupancy have been delivered to the City d the Clty approves the final payment to the Consultant. During this period, the Consultant sha provide administration of the construction contract as provided by this Agreement, and as provide y law. A2.07-2 The Consultant, as the representative of the City during the Construction hase, shall advise and consult with the City and shall have the authority to act on behalf of the City the extent provided in the General Conditions and the Supplementary Conditions of the construc 'on contract and its Agreement with the City. A2.07-3 The Consultant and respective Subconsultants shall visit the site to conduct field o\rvations, at a minimum on a weekly basis, and at all key construction events to ascertain the he Project, and shall visit the site as appropriate to conduct field inspections tohe progress of the Project and determine, in general, if the Work is proceeding in aith the Contract Documents. The Consultant shall provide any site visits necessary fon if required by the authorities having jurisdiction. Threshold inspection shall be pe RFQ No. 08-09-017 City's Initials: Draft PSA Page 23 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT SUBSTITUTED Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or will not be required to make extensive inspections or provide continuous daily on-site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement unless specifically directed in writing by the City. Such direction would be considered Additional Services\Consu The Consultant will be responsible for writing and distributing minutes of all meetings inspections report it is asked to attend. Contractor shall be responsible for the n and distribution of the construction progress meetings. Consultant will not be held e for construction means, methods, techniques, sequences, or procedures, or for autions and programs in connection with the Work. The Consultant will not be held a for the Contractor's or sub -contractors', or any of their agents' or employees' failure to work in accordance with the contract unless such failure of performance results from lta is acts or omissions. A2.07-4 rhe Consultant all furnish the City with a written report of all observations of the Work made by Consultant an equire all to do same during each visit to the Project. The Consultant shall also note the gene I status and progress of the Work on forms furnished by the City. The Consultant shall subm the reports in a timely manner. The Consultant and the Sub -Consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the ContracIN is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the e1q reports shall be attached to the monthly Professional Services payment request for constru tion administration services. The Consultant's failure to provide written reports of all site visits r minutes of meeting shall result in the rejection of payment requests and may result in apro rtional reduction in Construction Administration fees paid to the Consultant. A2.07-5 1. Based on observations at the site nd consultation with the City, the Consultant shall determine the amount due to the Cont ctor based on the pay for performance milestones and shall recommend approval of such\subjitat s appropriate. This recommendation shall constitute a representation by the Consue City that, to the best of the Consultant's knowledge, information and belief, the Wrogressed to the point indicated and that, the quality of the Work is in accordanceontract Documents and the Contractor is entitled to amount stated on the requisitto: a detailed evaluation of the Work for conformance with the contract upon substantial co letion; 2. The results of any subsequent tests required by theC ntract; 3. Minor deviations from the Contract correctable prior to c mpletion; 4. Any specific qualifications stated in the payment certifica and further that the Contractor is entitled to payment in the amount agreed upon at a requ( (on site meeting or as stated on the requisition, Prior to recommending payment to the Contractor, the Consultan\allclaims, prepare a written statement to the City on the status of the Work relative to the Construchedule, which shall be attached to the Contractor's Requisition. Such statement shall bepa d immediately following the requisition field meeting and shall not be cause for delay in tipa ent to the Contractor. By recommending approval of a Payment Certificate, the Connt sh I not be deemed to represent that the Consultant has made any examination to aschow a for what purpose the Contractor has used money paid on account of the Constructiontract S A2.O7-6 'rhe City shall be the interpreter of the requirements of the Controcuments an the judge of the performance thereunder. The Consultant shall render interprens necessary fo he proper execution or progress of the Work upon written request of eitheCity or the Contr tor, and shall render written decisions, within maximum of ten (10) calenays, on all claims, putes and other matters in question between the Cityand the Contrarelating to the executi or progress of the Work. Interpretations and decisions of the Consushall be consistent with e RFQ No. 08-09-017 City's Initials: Draft PSA Page 24 Consultant's Initials: SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. .07-7 The Consultant shall have the authority to recommend rejection of Work which does not conform \nessary ntract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it or advisable to insure compliance with the Contract Documents, the Consultant will authority to recommend special inspection or testing of any Work deemed to be not in ce with the Contract, whether or not such Work has been fabricated and/or delivered to ct, or installed and completed. A2.07-8 The Consul nt shall promptly review and approve, reject or take action on shop drawings, samples, RFI and other submissions of the Contractor. Changes or substitutions to the construction do uments shall not be authorized without concurrence of the City's Project Manager and/or i ector of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days rom receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return t e shop drawings or submittals to the Contractor with comments indicating either approval or disa roval. Consultant shall provide the Contractor with a detailed written explanation as to the bass for rejection. A2.07-9 The Consultant shall initiate a prepare required documentation for changes as required by the Consultant's own observations r as requested by the City, and shall review and recommend action on proposed changes. W re the Contractor submits a request for Change Order or Change Proposal request, the Cons Itant shall, within ten (10) calendar days, review and submit to the City, its recommendation or pro sed action along with an analysis and/or study supporting such recommendation. A2.07-10 The Consultant shall examine the Work up receipt of the Contractor's request for substantial completion inspection of the Project and sh II, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for S stantiaJ Completion" after first ascertaining that the Project is substantially complete in accor ance with the contract requirements. The Consultant shall in conjunction with representative of the City and the Contractor prepare a punch -list of any defects and discrepancies in th Work required to be corrected by the Contractor in accordance with Florida Statute 218.7 . Upon satisfactory completion of the punch -list the Consultant shall recommend execution of "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain om the Contractor upon satisfactory completion of all items on the punch -list, all necessary ose-out documentation from the Contractor including but not limited to all guarantees, operati and maintenance manuals for equipment, releases of liens/claims and such other documen and certificates as may be required by applicable codes, law, and the contract, and deliver em to the City before final acceptance shall be issued to the Contractor. A2.07-11 The Consultant shall monitor and provide assistance in obtaining the ntractor's compliance with its contract relative to 1) initial instruction of City's personnel i the operation and maintenance of any equipment or system, 2) initial start-up and testing, adju ting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smo h transition from construction to occupancy by the City. A2.07-12 The Consultant shall review the Contractor's "as built" drawings and submit them to th City upon approval by the Consultant, The Contractor is responsible for preparing the "as built" dr ings. A2.07-13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as - built" conditions based on information furnished by the Contractor; survey, and specific conditi . RFQ No. 08-09-017 City's Initials: Draft PSA Page 25 Consultant's Initials: SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT In preparing the "Record Set" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction ntractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for In rmation substitution approvals, or other clarifications will be the Consultant's responsibility to inc orate into the "Record Set" and record documents. Changes made in the field to suit field condi 'ons, or otherwise made by the Contractor for its convenience, shall be marked by the Contra or on the "Field Record Set" and transferred to the original contract documents by the Consulta . The original documents, as well as the "Record Set" shall become the property of the City. A rep\furnish le set of all other final documents will be furnished to the City free of charge by the ConsuThe Consultant shall furnish to the City one complete set of "Record Set Drawings", CADD Version 2000 or such other format acceptable to the City. A2.07-14 The Consufurnish to the City a simplified site plan and floor plan(s) reflecting "as -built conditions ap 'c scale and north arrow. Plans must show room names, room numbers, overall dim, sq re footage of each floor and all fonts used in the drawings. Two sets of drawings sfurnish d on 24" x 36" sheets and one electronic copy. A2.07-16 The Consuall assist th City in the completion of the Contractor's performance evaluation during conn work and up n final completion of the Project. A2.08 POST CONSTRUCTION PHASE: Subsequent to the acceptance of the work, pd prior to the expiration of the warranty period of the Project, the Consultant shall, in conjunction w the City inspect the facility, in an effort to observe deficiencies in construction or other issues the 04y should address prior to expiration of the warranty period. The Consultant shall provide the City with a\be ort of all such findings. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Servie specified and authorized by City and are normally considered to be beyond the scope of ervices. Additional Services shall either be identified in a Work Order or shall be authoriwritten approval of the Director or City Manager and will be compensated for as providnt B, Section 83.06. A3.02 EXAMPLES Except as may be specified in Schedule A hereil Servi s may include, but are not limited to the following: A3.02-1 Pre -Design Surveys & Testing: Environmental investigations, site evalua i ns, or comparative studies of prospective sites. Surveys of the existing structure required to compl a as -built documentation are not additional services. A3.02-2 Appraisals: Investigation and creation of detailed appraisals and valuations of\consultation cilities, and surveys or inventories in connection with construction performed by City. A3.02-3 Specialty Design: Any additional special professional services not included in thWork. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided underic for the initial start-up, testing, adjusting and balancing of any equipment or systemtrai ng of City's personnel in operation and maintenance of equipment and systems, ation d ing such training; and preparation of operating and maintenance manuals, other trovided y RFQ No. 08-09-017 City's Initials: Draft PSA Page 26 Consultant's Initials: SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT the Contractor, subcontractor, or equipment manufacturer. Provide Commissioning Services as part of systems start-up. 3.02-5 or Revisions: Making major revisions to drawings and specifications resulting in or from a change incope of Work, when such revisions are inconsistent with written approvals or instructions prevl usly given by City and are due to causes beyond the control of Consultant. (Major revisions are de, n s those changing the Scope of Work and arrangement of spaces and/or scheme and/or any sI nitican ortion thereof). A3.02-6 Expert Witnes -- Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or le al proceeding, providing, however, that Consultant cannot testify against City in any proceeding during a course of this Agreement. A3.02-7 Miscellaneous: Any er services not otherwise included in this Agreement or not customarily furnished in accordanc with generally accepted architectural/engineering practice related to construction. A3.02 EXAMPLES A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proc'ged with additional services relating to the Project. A4.01 GENERAL Reimbursable Expenses cover those servi and items authorized by City in addition to the Basic and Additional Services and consist of actual, irect expenditures made by Consultant and the Sub - Consultant for the purposes listed below. Trans nation, travel and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be onsidered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses: Identifiable communication a enses approved by the Project Manager, long distance telephone, courier and express mail betwee Consultant's various permanent offices and Sub -consultant. Consultant's field office at the Project sit s not considered a permanent office. A4.01-2 Reproduction, Photography: Cost of printing, reproduction or\approvals beyond that which is required by or of Consultant's part of the work, set forth in this A Geotechnical Investigation: Identifiable Soil Borings and Repg costs approved by Program Manager. A4.01-3 Permit Fees: All Permit fees paid to regulatory agencies for tly attributable to the Project. These permit feesdo not include those permits requiredh Consultant. A4.01-4 Surveys: Site surveys and special purpose surveys when pre -authorized by the Progr Manager. A4.01-5 Other: Items not indicated in Section 4.01 when authorized by the Program Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Sub -Consultant expenses are limited to the items described above when the Sub - Consultant's agreement provides for reimbursable expenses and when such agreement has b en previously approved, in writing, by the Director and subject to all budgetary limitations of City a requirements of this Agreement. RFQ No. 08-09-017 City's Initials: Draft PSA Page 27 Consultant's Initials: SUBSTITUTED ARTICLE A5 CITY'S RESPONSIBILITIES PROFESSIONAL SERVICES AGREEMENT .01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish onsultant with the information described below, or, if not readily available, may authorize Consultant to rovide such information as an Additional Service, eligible as a Reimbursable Expense. A5.0 1 Survey Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing uctures, 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 r arding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, orin s Geo chnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed, eemed ecessary; and, if required, an appropriate professional interpretation thereof and recommendations. C sultant shall recommend necessary tests to City. A5.01-3 General Proiect Informati Information regarding Project Budget, City and State procedures, guidelines, forms, formats, a assistance required establishing a program as per Section A2.02 A5.014 Existing Drawings: Drawings rep senting as -built conditions at the time of original construction, subject to as-builts availability. Ho ver, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. nsultant must still perform field investigations as necessary in accordance with Section A2.01 to obta sufficient information to perform its services. Investigative services in excess of "Normal Requireme " as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, survey and reports described in A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and nsultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant h s reviewed all such information to determine if additional information and/or testing is required to pro erly design the Project. A5.03 CONSTRUCTION MANAGEMENT A5.03-1 During construction, Consultant and the City staff shall as\ction nsibilities described in the general conditions and supplementary conditions of the cact relating to review and approval of the construction work by the Contractor. A5.03-2 If City observes or otherwise becomes aware of any faultrk in the Project, or other nonconformance with the contract during construction, prompt notice thereof to Consultant. RFQ No. 08-09-017 City's Initials: Draft PSA Page 28 Consultant's Initials: PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCOPE OF WORK SCHEDULE Al. - SUBCONSULTANTS FIRM NAME CONSULTING FIELD LEO A DALY Prime. Project Management, Architecture, Planning, and Interiors CIVICA , LLC Architectural Design Consultant Fortin, Leavy, Skiles, XC. Civil Engineering Timothy Haahs & Associa s, Inc. Structural Engineering Louis J, Aguirre and Associat Mechanical, Electrical, Plumbing, and Fire Protection Engineering Rosenberg Gardner Design Landscaping & Irrigation Hanscomb Means Cost Estimating Green Building Services Building Commissioning Tilt -Con Corporation QA/QC Building Envelope Bliss & Nyitray Structural Threshold Inspections Community Outreach Consultants, LLC Community Outreach RFQ No. 08-09-017 City's Initials: Draft PSA PROFESSIONAL SERVICES AGREEMENT SUBSTITUTED SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION LE A DALY Agusti J. Barrera, AIA Principal Abdel F. rteI Project Director David A. De eria Project Designer Isis M. Mojicar-H t, AIA Project Manager Sergio Pendas, AIA Project Architect Liliana Lais Architecture Rafael Fleitas Architecture Omar Moreno, AIA Architecture Jerry Beattie, AIA Project Architect, QA, QC Robert J. Pielow, P.E. Life Safety Specialist Samantha Prier Life Safety CIVICA. LLC Rolando Llanes, RA Prince al Julio Guillen Project D signer Consultant Tomasz Modzelewski Architecture Fortin, Leavy, Skiles, Inc. Lazaro Guerra, P.E. Principal Engineer Carl Skiles, P.E. Principal Engineer Robert Pippin Engineering Technician German Marchant Engineering Technician Dan Fortin, Sr. Land Surveyor Renee Baccari Project Coordinator Rosenberg Gardner Design Ken Gardner Landscape Architect Bill Rosenberg Landscape Architect RFQ No. 08-09-017 City's Initials: Draft PSA Page 30 Consultant's Initials: SUBSTITUTED on Truong Ki I Semler Timo y Haahs & Associates, Inc. Timothy aahs, P.E. E. James E rt, P.E. Noli Alarcon, P. . Esneyder Montoya, P.E. Victor Caban, LEED A Louis J. Aguirre and Ass iates, PA. Louis J. Aguirre, P.E., LEED P Sergio R. Serrano, P.E. LEED A David Carranza, P.E. Eduardo Suarez, P.E. Richard Morales Valentin Alvarez Ernesto Santana, P.E. Mario Pazos, P.E. Anthony Gonzalez Alejandro Prol Hanscomb Means PROFESSIONAL SERVICES AGREEMENT Landscape Architecture Landscape Architecture Principal Project Manager Chief Engineer Senior Structural Engineer Project Designer Principal Mechanical Engineer Mechanical Engineer Mechanical Engineer — Plumbing Mechanical Engineering — Plumbing M chanical Engineering — Plumbing Mechanical Engineer — Fire Protection Electrics Engineer Electrical E ineering Electrical Eng* ering Green Building Services I\ Tilt -Con Corporation RFQ No. 08-09-017 City's Initials: Draft PSA SUBSTITUTEDPROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS E 131 METHOD OF COMPENSATION for Professional Services for the Project and each Work Order shall be determined by one of the methods or a combination thereof, at the option of the Director or designee, with the consent of the CoIT ultant. a) A ump Sum, which may include not to exceed components (See Section B3.01). b) An ourly Rate, as defined in Section 83.02 c) A Peirr,,entage of Construction Cost, as defined in Section 83.03, solely with the written approval of the Director NOTE: The Lump\Sum manner of compensation is the preferred and primary form of compensation B1.01 COMPE\hh LIMITS The aggregate suayments for fees and costs, including reimbursable expenses, to the Consultant payable y under this Agreement shall be limited to the amount specified in Section 2.03-1 as the maximensation limit for cumulative expenditures under this Agreement. Under no circumstances will tve any liability for work performed, or as otherwise may be alleged or claimed by Consulthe cumulative amount provided herein, except where specifically approved in accordathe ity Code by the City Manager or City Commission as applicable as an increase to the Agreput to effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO CEED Absent an amendment to the Agree nt or to any specific Work Order, any maximum dollar or percentage amounts stated for compensa i n shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibi ' for paying any amount of such excess, which shall be at Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agr ment shall be formulated and based upon the certified negotiated Wage Rates. The Wage Rates are ummarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the effective dire hourly rates, as approved by the City, of Consultant and Subconsultant employees in the specified p fessions and job categories that are to be utilized to provide the services under this Agreement, regardle of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule 131 identifies the professions, job categories and/or em\Cons cted to be used during the term of this Agreement. These include architects, engineers, latects, professional interns, designers, CADD technicians, project managers, GIS and enviroalists, specification writers, clerical/administrative support, and others engaged in the Work. compensation for a given Scope of Work, the City reserves the right to recommend the usnt employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home ffice and 2.4 for field shall apply to Consultant's hourly Wage Rates in calculating compensation payable y the City. Should the Consultant have an approved multiplier with the State of Florida or Miami Dade unty the City may elect to utilize of these multipliers should they be less than above stipulated rates. aid multiplier is intended to cover Consultant employee benefits and Consultant's profit and overhead, in uding, without limitation, office rent, local telephone and utility charges, office and drafting supplies, d reciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical suit, other employee time or travel and subsistence not directly related to a project. RFQ No. 08-09-017 City's Initials: Draft PSA Page 32 Consultant's Initials SUBSTITUTED .04 CALCULATION S ' Wage Rates are to be utilized by Consultant in calculating compensation payable for specific assi ments and Work Orders as requested by City. Consultant shall identify job classifications, availa a staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, estones and deliverables identified under the Scope of Work as exemplified in Schedule A2. B2.05 MPLOYEE BENEFITS AND OVERHEAD Regardless f the method of compensation elected herein, compensation paid by City shall, via the Multiplier, Gov all Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holida unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead facto Failure to comply with this section shall be cause for cancellation of this Agreement. B2.06 ESCALA ION Where the services to construction administration Services exceed the time frame established in the contractor's contract for mpletion of construction of the Project by more than ninety (90) days or where the Director determines th extenuation circumstances exist, the hourly rates depicted in Schedule B1, Certified Wage Rates, ma be adjusted at the Consultant's request according to the Miami — Fort Lauderdale Consumer Price I ex issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calcu ted by multiplying the ratio of the index in effect at that time divided by the previous year's index by the In rly rate entries in the Wage Rate Schedule to determine the adjusted Wage Rate Schedule. The maxim increase in any adjustment shall be limited to three percent (3%) in any one year period. ARTICLE B3 The City agrees to pay the Consultant, d the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed 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 shall generally a Lump Sum, either a Fixed Fee or Not to Exceed Fee as deemed appropriate by the City, to be mut Ily agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump S compensation is the preferred method of compensation. B3.01-1 Lump Sum Fixed Fee. shall be the total ar'>Zount of compensation where all aspects of Work are clearly defined, quantified and calculated. 63.01-2 Guaranteed Maximum Lump Sum: shall be the totalmaximum fee amount payable by City wherein certain aspects, tasks or allowances may not bed fined, quantified and calculated at the time of Work Order issuance. A Guaranteed Maximum Lump m compensation may represent a combination of Fixed Fees for professional services and not to ex ed allowances for Reimbursable Expenses or Additional Services. 83.01-3 Where a Lump Sum Fixed Fee is agreed upon as the " se Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a rcentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. 63.01-4 If the City authorizes a substantial or material change in the Sce of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutually consent of the rties, which may be put into effect by an amendment to the Work Order. 83.01-5 It is understood that with Fixed Fee Lump Sum Compensation, the onsultant shall perform all services for total compensation in the amount stated above. Under a Not t Exceed Lump Sum, the Consultant shall perform all services that may comprise "Basic Services" bu may not be required by City to perform all other services delineated in the Work Order. In either cas The City shall have no obligation or liability to pay any fee, expenditure, charge or cost beyond the L p Sum compensation amount stipulated. 83.01-6 Lump Sum compensation shall be calculated by Consultant utilizing the Wage tes established herein. Prior to issuing a Work Order, the City may require Consultant to verify or jus RFQ No. 08-09-017 City's Initials: Draft PSA Page 33 Consultant's Inftials: SUBSTITUTED its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2. B 2 HOURLY RATE FEES .02-1 Hourly Rate Fees shall be those rates for Consultant and Sub -Consultant employees id tified in Consultants proposal dated X. All hourly rate fees will include a maximum not to exceed figur inclusive of all costs expressed in the contract documents. The City shall have no liability for any fe cost or expense above this figure. 83.02-2 Conditions for Use: Hourly Rat Fees shall be used only in those instances where the parties agree that it is not possible to determine, efine, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an AI wance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an urly Rate Basis, B3.03 PERCENTAGE F CONSTRUCTION COST: This is a percentage fee base on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fe " as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice t Proceed 83.03-11 Fee Computation: B3.03 -1(a) The Total Authorized sign Value shall be used and identified in the Work Order as the basis for establishing the compensat fee for all phases identified as part of Basic Services. B3.03 -1(b) If the actual construction st is increased during the construction phase, the "Actual Construction Cost" shall be used as the sis for determining the fee for Construction Administration Phase if included in Basic Services. 83.03-1(c) The term "Actual Construction ost" does not include any compensation to the Consultant, the cost of the land, rights-of-way, rks of art, permit fees or other costs which are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation th Consultant shall perform all services for the stated percentage of the construction cost budgeted when he contract is signed. 83.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope f the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accor 'ngly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges r Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility harges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., rep duction of drawings and specifications (above the quantities set forth in this Agreement), mailing, steno aphic, clerical, or other employees time or travel and subsistence not directly related to a project. All reim rsable services shall be billed to the City at direct cost expended by the Consultant. City authorized repro ctions 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 t the limitations of this Agreement as verified by supporting documentation deemed appropriate by Direct o or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.05 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES: The design of additive and deductive alternates contemplated as part of the original Scope for a oject as authorized by the Director will be considered as part of Basic Services. The design of additive nd deductive alternates that are beyond the original Scope of Work and construction budget may be bille o RFQ No. 08-09-017 Page 34 City's Initials: Consultant's Initials: Draft PSA SUBSTITUTED 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. .06 FEES FOR ADDITIONAL SERVICES Th Consultant may be authorized to perform Additional Services for which additional compensation and Reimbursable Expenses, as defined in this Agreement under Sections B3,06 and B3.04 respec 'vely, may be applicable. Consultant shall utilize the Work Order Proposal Form and worksheets which c n be found on the City's Webpage at www.miamigov.com/capitalimr)rovements/pages/ 133.06-1termination Of Fee The compe sation for such services will be one of the methods described herein: mutually agreed upon Lump S; Hourly Rate with a Not to Exceed Limit, or Percentage of Construction Cost. 133.06-2 Proc, ,boure and Compliance An independent adetailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be iss ed and signed by the Director for each additional service requested by the City. The Notice to Procee will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and sh comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultant Competitive Negotiation Act, and other applicable laws. 63.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include ad ' ional charges for office rent or overhead expenses of any kind, including local telephone and utilit charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, tc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other emplo s time or travel and subsistence not directly related to a project. For all reimbursable services th Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant. B3.07 PAYMENT EXCLUSIONS Consultant shall not be compensated by City revisions and/or modifications to drawings and specifications, for extended construction administratio or for other work when such work is due to errors or omissions of Consultant as determined by City. B3.08 FEES RESULTING FROM PROJECT SUSPE ION If a project is suspended for the convenience of the City for re than three months or terminated without any cause in whole or in part, during any Phase, the Consultan shall be paid for services duly authorized, performed prior to such suspension or termination, together 11 h 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 aft having been suspended for more than three months, the Consultant's further compensation shall be subj t to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT 84.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to servi6es performed during each Phase of the Work. Sub -Consultant fees and Reimbursable Expenses shall b billed to the City in the actual amount paid by Consultant. Consultant shall utilize the City's Invoice Form hich can be found on the City's Webpage at www.miamigov.com/Cal)itallmprovements/pages/ProcumentOpportunities. Failure to use the City Form will result in rejection of the invoice. B4.02FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, id payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensate► indicated below for each Phase. 134.03BILLING — HOURLY RATE Invoices submitted by Consultant shall be sufficiently detailed and accompanied bysupe in documentation to allow for proper audit of expenditures. When services are authorized on an Ho y RFQ No. 08-09-017 City's Initials: Draft PSA Page 35 Consultant's lnitials: SUBSTITUTED Rate ba\ei, is, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, ification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a ct or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. onsultant shall attach to the invoice all supporting data for payments made to and incurred by Sub - u nts engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate riz ions, submit a progress report giving the percentage of completion of the Project development he to !estimated fee to completion. P YMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES ent for A itional Services maybe requested monthly in proportion to the services performed. such servi are authorized on an Hourly Rate basis, the Consultant shall submit for approval by irector, a duly rtified invoice, giving names, classification, salary rate per hour, hours worked and charge for all p sonnel directly engaged on a project or task. To the sum thus obtained, any rized Reimbursab Services Cost may be added. The Consultant shall attach to the invoice all orting data for paym is made to or costs incurred by Sub -Consultants engaged on the project or In addition to the invoice, the onsultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completIRn of the Project development and the total estimated fee to completion. 134.05 DEDUCTIONS No deductions shall be made from a Consultant's compensation on account of liquidated damages assessed against contractors or others s withheld from payments to contractors. ARTICLE 135 LASES: B5.01 GENERAL Reimbursable Expenses are those items autho Work as identified in the Work Order (as Basic Se expenditures made by the Consultant and the ( Sub -Consultants in the interest of the Work for the by the City outside of or in addition to the Scope of ;es and/or Additional Services) and consist of actual sultants' employees, Sub -Consultants, and Special roses identified below: 85.01-1 Transportation Identifiable transportation expenses in connection ' h the Project, subject to the limitations of Section 112.061, Florida Statutes, as amended, ex uding, however, all, general automobile transportation expenses within Miami -Dade, Broward, a Palm Beach Counties. Transportation expenses to locations outside the Miami-Dade-Broward-Pa Beach County area or from locations outside the Miami-Dade-Broward-Palm Beach County area wi not be reimbursed unless specifically pre -authorized in writing by the Project Manager. Such pre- uthorization will be subject to the limitations of Section 112.061, Florida Statutes, as amended. 85.01-2 Travel And Per Diem Identifiable per diem, meals and lodging, lodging, taxi fares and \anue eous travel -connected expenses for Consultant's personnel subject to the limitations of Sec61 Florida Statutes as amended. Meals for class C travel inside Miami -Dade or Browardill not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily reonsultant's employees from one of Consultant's offices to another office if the employee is r more than ten (10) consecutive Working days. Lodging will be reimbursed only for roomi lent to Holiday Inn, Howard Johnson or Ramada Inn. Governmental lodging or meals wrei ursed that result from travel within Miami -Dade, Broward or Palm Beach Counties. 65.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distanc telephone, courier and express mail between the Consultant's various permanent offices. The Consul nt's field office at the Project site is not considered a permanent office. 85.01-4 Reproduction, Photography Cost of printing, reproduction or photography, which is required by or of Consultant to d services, set forth in this Agreement. RFQ No. 08-09-017 City's Initials: Draft PSA Page 3& Consultant's Initials: SUBSTITUTED 85.01-5 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. 85.0 REIMBURSEMENTS TO SUB -CONSULTANTS Reimb able Sub -Consultant's expenses are limited to the items described above when the Sub- Consulta agreement provides for reimbursable expenses and when such agreement has been previously proved in writing by the Director and subject to all budgetary limitations of the City and requirements f ARTICLE B5 herein. ARTICLE B6 6.OMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 136.01 GENERAL It is understood thatnsultant's Agreements and/or Work Orders for existing or new Work include the provision for the reuse f plans and specifications, including construction drawings, at the City's sole option, by virtue of signing his agreement they agree to a re -use in accordance with this provision without the necessity of further appvats, compensation, fees or documents being required and without recourse for such re -use. RFQ No. 08-09-017 Page 37 City's Initials: Consultant's Initials: Draft PSA SUBSTITUTED ATTACHMENT B - COMPENSATION SCHEDULE 131 - COMPENSATION SUMMARY Major Task and/or Activity Fee Amount S ematic Design Validation 5000 esign Development 100% esign Development 50% Construction Documents 95% Const ction Documents (Permit Set) Final Constru ion Documents (Construction Set Construction Co! ct Administration Project Close -Out Contract Total Amount RFQ No. 08-09-017 City's Initials: Draft PSA SUBSTITUTED RFQ No. 08-09-017 City's Initials: Draft PSA Page Consultant's Initials: _ SUBSTITUTED Stadium Parking Garage Design Services Agreement CM@Risk Provisions Attachment 4 Consult t shall assist in the selection and award of the contract for Construction Manager at Risk seryl\fohe se services shall included the review of proposals received by the City, providing advise to CIP and the Evaluation Committee and assisting CIP in the negotiatioreement with the company selected to provide Construction Manager at Risk serviconstruction of the stadium site parking. Desion Cn Consultant shall make very effort to maximize the participation of the Construction Manager at risk (Construction Mr ana ) in the design process in an effort to reduce the potential for errors and omissions and help truelay re the proper coordination of the drawings. This will also reduce the potential for monetary change orders and claims during construction. Pre -Construction Reviews Construction Manager is respons le to conduct a design review during each phase of the design from Schematic Design thr \sysms, h Construction Documents. During each of phase of design the Consultant shall work withnstruction Manager in reviewing and developing the design and construction documents, into account the quality and sources of materials and equipment, to ensure the mcient design and minimum lifecycle cost. The Construction Manager is required te a information, estimates, and recommendations regarding construction materials, metys ms, phasing, and costs, and shall participate in design decisions to provide the highety wI in the budget and schedule. Consultant shall review and provide cnts to th City and the Construction Manager on the information, estimates and recomtions su itted by the Construction Manager. Consultant shall maintain a recorach of th recommendations submitted by the Construction Manager. Said recordreflect the a n taken on each recommendation, including but not limited to, incorporation into the design o specifications, or not incorporated into the design or specifications. If a recommendation is not ' corporated the Consultant shall state the basis for not incorporating the recommendation. Cons It shall continuously update the record and provide, at a minimum, a copy to the City andCon uc"'on Manager on a weekly basis. The City may request that the Consultant re -review a recom endation and/or meet with the Consultant and/or Construction Manager to discuss th action taken on a recommendation(s). Constructability Reviews Consultant shall coordinate with the Construction Manager in the review f the design and construction documents for completeness and coordination. Consultant all review and respond in writing to recommendations resulting from the Constructability views. If a recommendation is not incorporated the Consultant shall state the basis for not corporating the recommendation. Consultant shall continuously update its record and pro ide, at a minimum, a copy to the City and Construction Manager on a weekly basis. The it may request that the Consultant re -review a recommendation and/or meet with the Consultant nd/or Construction Manager to discuss the action taken on a recommendation(s). Cost Control Management RFQ No. 08-09-017 City's Initials: Draft PSA Page 40 Consultant's Initials: SUBSTITUTED \the uction Manager is responsible in conjunction with the Consultant to prepare cost tes and evaluate the cost estimates against the construction budget and the Construction er is responsible to recommend appropriate action to correct and/or avoid potential cost ns. Consultant shall review all such recommendations and provide a report on the aken by the consultant concerning each recommendation. If a recommendation is not r ed the Consultant shall state the basis for not incorporating the recommendation. ltan hall continuously update its record and provide, at a minimum, a copy to the City onstru ion Manager on a weekly basis. The City may request that the Consultant re - a reco mendation and/or meet with the Consultant and/or Construction Manager to s the actio taken on a recommendation(s). cle Cost A Isis Construction Manger ay be responsible for conducting an analysis of certain system such as the Building envelope, VAC, and Lighting. Consultant shall assist the City in reviewing any life cycle cost analyses sub fitted and recommend any action that should be taken based on such review. Prosect Master Schedule Consultant is responsible to mai ain its project schedule until such time as the Master Project Schedule (Schedule) is developed, t which time the design schedule shall be incorporated into the Schedule. The Construction Manager has respon kbility to develop a Schedule and Consultant shall assist the Construction Manager in the develop ent of the Schedule. Upon review and acceptance by the City of the Schedule Consultant shall a ist the City in monitoring the Schedule to assist the City in determining the accuracy of the Sch ule as it is updated to track the progress of the Project. Consultant shall report any deviati s from the project schedule or errors in the progress Schedules submitted by the Construct) n Manager during construction of the Project. Consultant shall assist the City and the Construct n Manager in identifying options to recover lost construction time. GMP Proposal Consultant shall provide assistance as requested in a evaluation of the Construction Manager's pre -construction fee proposal and their GMP sub ittal(s). RFQ No. 08-09-017 Clt)(s Initials: Draft PSA Page 41 Consultant's InCals: