HomeMy WebLinkAboutAMENDMENT NO.1CITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR
CIVIL ENGINEERING SERVICES
FOR MISCELLANEOUS PROJECTS WITH
REYNOLDS, SMITH & HILLS, INC.
This Amendment No. 1 to the Professional Services Agreement dated March 28, 2008 (the
"Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"),
and Reynolds, Smith & Hills, Inc. ("Consultant') a Florida corporation, for the provision of Civil
E -Dgineering Services for Miscellaneous Projects ("Services") is entered into this day of
2009.
RECITALS
WHEREAS, the Agreement was entered into pursuant to City Code and RFQ No. 06-07-019, in
the total amount of $500,000 for the Scope of Work included in the original Agreement for the
PROJECT; and
WHEREAS, it has been determined that it is in the City's best interest to increase the
expenditure limit by $500,000, from $500,000 to $1,000,000 to cover the costs for continuing
work; and ,
WHEREAS, the City Commission has adopted Resolution No. 08-0696 on December 11, 2008,
to approve the corresponding increase in the Compensation Limits;
NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement
as follows:
Article 2. General Conditions, Section 2.04-1 Compensation Limits
The amount of compensation payable by the CITY to CONSULTANT shall generally be
a lump sum or 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 Five
Hund-red-ThousandOne Million Dollars ($1,000,000) in total over
the term of the Agreement and any extension(s), unless explicitly approved by action of
the CITY COMMISSION and put into effect by written amendment to this Agreement.
The City may, at its sole discretion use other compensation methodologies.
All other terms and conditions of the Agreement are in operative force and effect and remain
unchanged.
THE CITY OF MIAMI, FLORIDA
CITY OF I I FLORIDA, a municipal (SEAL)
Corporati f the State of Florida ATTEST:
V ,
By Bya,4-�%-
Pedro
G. Her ez, City Manager Priscilla A. Thompson,City C rk
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIR ENTS:
By: By;
Julie 0. , City Attorney LeeAnn Brehm, Director
Risk Management Department
ATTE
Corporate Secretary
(Affix Corporate Seal)
CONSULTANT
By -S
/
S. at )
(Name and Title)
Reynolds, Smith & Hills, Inc.
(Firm Name)
CORPORATE RESOLUTION
WHEREAS, Reynolds, Smith and Hills, Inc. desires to enter into an
agreement/amendment with the City of Miami for the purpose of performing the work
described in the agreement/amendment to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS that the Vice President ,
(type title of officer)
Jeff V. Easley, PE is hereby authorized
(type name of officer)
and instructed to enter into this agreement/amendment, in the name and on behalf of
this corporation, with the City of Miami upon the terms contained in the proposed
agreement/amendment to which this resolution is attached and to execute the
corresponding agreement/amendment.
DATED this day of ��►� , 2Q 0 9 .
Corporate Secretary
(Corporate Seal)
TO: Distribution List Below
FROM: Mayre"n Franco
Capital Improvements Program
MEMORANDUM
DATE: 02/24/09
SUBJECT: Amendment No. 1 to the
Professional Services
Agreement for Civil
Engineering Services
REFERENCES: Matter ID: 08-2708 RSR
ENCLOSURES: Executed Amendment No.1
FILE:
Attached for your records is a copy of the document described below, which was duly executed by
all appropriate parties. Should you have any questions, please contact me at (305) 416-1395.
Document Type: Amendment No. 1 for Professional Services Agreement for
Engineering Services
First Party: Reynolds, Smith and Hills, Inc.
Second Party: City of Miami
Program/Purpose: Professional Services Agreement for Civil Engineering Services
Dates: Effective: 2/11/09
DISTRIBUTION:
• Priscilla A. Thompson, City Clerk (original)
• Rafael Suarez Rivas, Assistant City Attorney
• Erica Paschal, Accounting Supervisor, CIP
• Central Files (original)
CITY OF MIAMI
DEPARTMENT OFCAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Miscellaneous Civil Engineering Services
Contract Type Continuing Services for Miscellaneous Projects
Project (if applicable) N/4
CONSULTANT Reynolds, Smith & Hills, Inc.
TABLE OF CONTENTS
AR[K]LE i DEFINITIONS .... ....................................... ___ .................
.......... -.............. ........... 4
ARTICLE 2 GENERAL CONDITIONS ............. ............................ ......
............ ........ -............... '--
2.01 TERM: ............................... ...................... -................ ......... ....... ...........
...... ............... ...... ................. 5
2.02 OPTION TOEXTEND: ............ ............. .......................... --...... -..........
.............. ____ .......................... 5
2.03 SCOPE OF SERVICES ................ ............................ ................. -..............................
.............. --s
2,D4 COMPENSATION ... ...................................... .............................................
-......... ........................... -s
ARTICLE 3 PERFORMANCE ..... ......... _.... ....... ........................ __............
..................... .......... 5
3.01 PERFORMANCE AND DELEGATION ............. .................. -..... .................................................
........... s
3.02 REMOVAL OFUNSATISFACTORY PERSONNEL ............... -.........
........... ..................... ............... 5
3.O3 CONSULTANT KEY STAFF .................................. ................. --......
... .......... ---............... .......... r
3.04 TIME FOR PERFORMANCE --------------------------------------'e
ARTICLE 4 SUBCONSULTANTS -----------------------------------G
4.01 GEmeRAL................. ........... -....... ---.......................... ......... ......
-...... -............... ...................... O
4.02 ................................. .................
....... ........ ................ ____ ...... D
4.03 CHANGES TO SUBC0NSUL7ANTS....... ........ -..... .......................
-................ ...... ....... ___ ....... O
ARTICLE 5 ----------------------------------------O
6.01 GENERAL .------------------------------------------------'6
5.02 CpNor7KJNS OrDEFAV�T---------------------------------------�O
sox TIME n%CURE DEFAULT; FORCE mmJEURs--.......... ..............
.......... ....... .............. ___ ............ _6
ARTICLE 6 TERMINATION OF AGREEMENT ---------------------------''
6.01 CITY'S RIGHT roTERMINATE ................. -.............. ... .........................................
........ .................. 7
ozo oOmauLTxmrS RIGHT ToTERMINATE ....................... ......... -.......................................
......... ........ 7
6.03 TERMINATION DUE TOUNDISCLOSED LOBBYIST ORAGENT--
......... .......................................... 7
ARTICLE 7DOCUMENTS AND -----------------------------'7
7.01 cxmNEnS*�OFmOcVMsmra' -------------------'7
7.02 DELIVERY UPON REQUEST OnCANCELLATION ............ ...............
............................. ...................... 7
7.03 RE -USE BYCITY ............................................................. ____ ..... .........................
........................ ..... r
7.04 NONDISCLOSURE -------------------------------------------7
7.05 MAINTENANCE OFRECORDS .... ............... ... .......... .........................
........................... .................... '8
ARTICLES-�L ------------------------------'u
ARTICLE9 INSURANCE ............ '......... ........................ ___ ........ ...................
...................... ......
9.01 COMPANIES PROVIDING COVERAGE ........ ---...... ................ ................................
..................... _8
9.02 VERIFICATION OpINSURANCE COVERAGE ............ ...... ..............................
............. ......... .............. u
9.03 FORMS OFCOVERAGE ........... ........... --...... ...................... -...........
.......... -.......... ............ ......... O
9.03-2 Worker's Compensation Insurance ................ -....................
--.............. ................. S
9.03-3 Sub -Consultant Compliance ................. -.............. -....
.......... ----....... .................. 9
9.04 MODIFICATIONS TO COVERAGE ......... ...... ____ ... .........................................
........ ........ .... .... .... y
ARTICLE 10 MISCELLANEOUS ................ ..................... --.......... ..................................................
9
�.01 AUDIT RIGHTS ��������___ ............... .................... .........................
..... __ ............ ......... 9
10.U2 ENTIRE AGREEMENT ------------------------------------------8
10.03 SUCCESSORS AND AS8KGNS..................... .... --.............................
................................................. 9
10.04 THUTH'VV-NEGOTh4TK]NCERTIFICATE .................................. ..................
.......... -............. -.......... 8
10.06 APPLICABLE LAW AND VENUE OFLITIGATION .......... ...............................
....................... -........ -'9
C|pContract No, -1 Page1
O8 -49G
TABLE OF CONTENTS (CONTINUED)
10.07 INTERPRETATION.. - .------- --_--- ------................_..............................--.....-.....,..... -- .........-
..10
10.08 JOINT PREPARATION.............................................................................................................................10
10.09 PRIORITY OF PROVISIONS....................................................................................................................10
10.10 MEDIATION - WAIVER OF JURY TRIAL ........ .................. ..... ..-....... ......... ........... .........,...............
.......... 10
10.11 TIME-_ .....................................................................................................................................................10
10.12 COMPLIANCE WITH LAWS....................................................................................................................10
10.12-1 Non-Discrimination.........................................................................................................10
10.13 NO PARTNERSHIP..................................................................................................................................11
10.14 DISCRETION OF DIRECTOR.. ... ........ __ ......... ........... __ ......... .... ... ......... I ........ I ------- __
_ ........ _11
10.15 RESOLUTION OF CONTRACT DISPUTES: .......... __ ........ ....... .......... ........ _ _ ............ . - --_
.......... _11
10.16 INDEPENDENT CONTRACTOR: ... ..... _ .... ... ......... ..................... .................
... .... I
10.17 CONTINGENCY CLAUSE .............. .............................. ........................ ................ .......... ..... I....................
i I
10.18 NO THIRD -PARTY BENEFICIARY ............. ................................................. ............ -..............................
i 1
10.19 PERFORMANCE EVALUATIONS............................................................................................................1
I
10.20 PROJECT ASSIGNMENTS... ................... ....................... ........... ...........................................................
12
ATTACHMENTA - SCOPE OF WORK.....................................................................................................16
ARTICLEAl GENERAL .... ............ ........................................... .........................................................
.... .16
A1.01 WORK ORDERS.......................................................-_........... ......... ......................................................
16
A1.02 SCOPE OF SERVICES............................................................................................................................17
A1.03 NON EXCLUSIVE RIGHT.. ................... ..................... ..................................... .......... ........... ................
17
A1.04 PAYMENTS..............................................................................................................................................17
ARTICLE A2 MISCELLANEOUS CIVILENGINEERING SERVICES....................................................17
SCHEDULE Al. - SUBCONSULTANTS...................................................................................................
27
SCHEDULEA2. - KEY STAFF..................................................................................................................
28
ATTACHMENT B - COMPENSATION AND PAYMENTS...........................................................................1
ARTICLE BI METHOD OF COMPENSATION ... ............................... ............. ...........................................
.1
61.01 COMPENSATION LIMITS..........................................................................................................................1
B1.02 CONSULTANT NOT TO EXCEED.............................................................................................................1
ARTICLEB2 WAGE RATES....................................................................................................................2
B2.01 FEE BASIS...............................................................................................
...2
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS............................................................................................2
82.03 MULTIPLIER..............................................................................................................................................2
B2.04 CALCULATION....................................................................................................................................
B2.05 EMPLOYEE BENEFITS AND OVERHEAD................................................................................................2
B2.06 ESCALATION..-.. . .... ............. ...........................................................................
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION................................................................
3
B3.01 LUMP SUM:... ............................................................... .. ............................. ..................... ......................
3
B3.02 HOURLY RATE FEES.. ......... ............ ___ .......... __ .... ..... _ ... ........... .................. _ .....
.......3
B3.03 PERCENTAGE OF CONSTRUCTION COST: ................................................ ......... ................
............... 3
B3.04 REIMBURSABLE EXPENSES...................................................................................................................3
B3.06 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: ......... ..................................................................
3
83.06 FEES for ADDITIONAL SERVICES...........................................................................................................3
83.07 PAYMENT EXCLUSIONS.........................................................................................................................3
83.08 FEES RESULTING FROM PROJECT SUSPENSION...............................................................................3
ARTICLE B4- - PAYMENTS TO THE CONSULTANT ............ ..:.... ......... .......:::....:.....:............:....4
B4.01 PAYMENTS GENERALLY ............ ................ ............................................ -...................... .....................
.... 4
84.02 FOR COMPREHENSIVE BASIC SERVICES.. ........... .................. ....... ....................... ..................
_3
B4.03 BILLING - HOURLY RATE.......................................................................................................................4
B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES.,.. ............ ..........................
4
B4.05 DEDUCTIONS............................................................................................................................................4
ARTICLE 135 REIMBURSABLE EXPENSES: .... _ .... ................... .... _ ........ _ ..... .....................
........... 5
B5.01 GENERAL...................................................................................................................................................5
B5.02 REIMBURSEMENTS TO SUB -CONSULTANTS ....... ................ ... ....................... ...... ..................
......... ...4
ARTICLE 136 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS_ ..........................
6
86.01 GENERAL...................................................................................................................................................6
SCHEDULE B1 - WAGE RATES SUMMARY... ....... ........ .......................... ............................................
- ....... _6
Page 2
Service Category
Contract Type
Project (if applicable)
CONSULTANT
Consultant Office Location
City Authorization
CITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Miscellaneous Civil Engineering Services RFQ No. 06-07-019
Continuing Services for Miscellaneous Projects
Reynolds, Smith and Hills, Inc.
6161 Blue Lagoon Drive, Suite 200, Miami, Florida 33126
Ordinance No. 12349
-41
THIS AGREEMENT made this day of� in the year 2008 by and
between THE CITY OF MIAMI, FLORIDA, a Municipal Corporation of the State of Florida,
hereinafter called the "CITY," and Reynold, Smith and Hills., Inc, a for profit Corporation, of the
State of Florida, hereinafter called the "CONSULTANT."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 06-07-019 on June 21,
2007 for the provision of Miscellaneous Civil Engineering Services
on a continuing basis for miscellaneous projects ("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;
Contract #08-496 Page
ARTICLE 1 DEFINITIONS
1.01 ADDITIONAL SERV/CES: Any Work
defined as such in a Work Order, secured in
compliance with Florida Statutes and City Code_
1.02 ATTACHMENTS: The Attachments to this
Agreement are expressly incorporated by reference
and made a part of this Agreement as if set forth in
full.
1.03 BASE FEE: The amount of compensation
mutually agreed upon for the completion of Basic
Services.
1.04 BASIC SERVICES: Those services
designated as such in a Work Order.
1.05 CITY COMMISSION: The legislative body of
the City of Miami.
1.06 CITY MANAGER: The duly appointed chief
administrative officer of the City of Miami.
1.07 CITY OR OWNER 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 contract. The
City of Miami shall be referred to herein as "OWNER"
or "CITY". For the purposes of this Agreement,
"CITY" without modification shall mean the CITY
MANAGER.
1.08 CONSULTANT: 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: 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: 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
PROFESSIONAL SERVICES AGREEMENT
purpose of this Agreement, the Director is the top
administrator of the Department of Capital
Improvements Program or designee. The Director
may designate in writing CIP staff authorized to act on
his/her behalf.
1.11 INSPECTOR: 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.
1.12 NOTICE TO PROCEED: A written letter or
directive issued by the Director or Project Manager
notifying the CONSULTANT that a WORK ORDER
PROPOSAL has been accepted and a Work Order
approved for a Project and directing CONSULTANT
may begin work on a Project or a specific task of a
Project as contained in the approved WORK ORDER
Proposal.
1.13 PROJECT MANAGER: 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.
1.14 PROJECT. 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 or PROJECTS shall be further
defined in the SCOPE OF SERVICES and/or Work
Order issued pursuant to this Agreement.
1.15 PROFESSIONAL SERVICES: 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.
1.16 RISK ADMINISTRATOR° 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
C ity.
1.17 SCOPE OF WORK: F. 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.
1.18 SUBCONSULTANT: A person or
organization of properly registered professional
architects, engineers, registered surveyor or mapper,
Pace 4
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.
1.18 WAGE RATES: 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.
1.20 WORK ORDER: A document internal to the
City authorizing the performance of specific
PROFESSIONAL SERVICES for a defined PROJECT
or PROJECTS.
1.21 WORK ORDER PROPOSAL: A document
prepared by the CONSULTANT, at the request of the
CiTY for SERVICES to be provided by the
CONSULTANT on a specific PROJECT.
1.22 WORK or SERVICES: also known as the
Scope of Work, the task(s) identified in a Work Order.
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
The term of this Agreement shall be for two (2)
year(s) commencing on the effective date hereof.
This specified term is intended for administrative and
budget control purposes and is not to be considered
or interpreted as a time limitation.
2.02 OPTION TO EXTEND:
The CITY, by action of the CITY MANAGER, shall
have the option to extend the term for 2 additional
period(s) of one (1) year(s) each, subject to continued
satisfactory performance as determined by the
Director, and to the availability and appropriation of
funds. City Commission authorization of this
Agreement includes delegation of authority to the
CITY MANAGER to administratively approve said
extensions provided that the compensation limits set
forth in 2.04 are not exceeded.
2.03 SCOPE OF SERVICES
CONSULTANT agrees to provide the Services as
specifically described and under the special terms and
conditions set forth in Attachment "A" hereto, which by
this reference is incorporated into and made a part of
this Agreement.
2.04 COMPENSATION
2.04-1 Compensation Limits
The amount of compensation payable by the CITY to
CONSULTANT will shall generally be a lump sum or
not to exceed fee, based on the rates and schedules
establised 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 five hundred thousand
dollars ($500.000.00) in total over the term of the
PROFESSIONAL SERVICES AGREEMENT
Agreement and any extension(s), unless explicitly
approved by action of the CITY COMMISSION and
put into effect by written amendment to this
Agreement. The City may, at its sole discretion use
other compensation methdologies.
2.04-2 Payments
Unless otherwise specifically provided in Attachment
B, payment shall be made within thirty (30) days 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 Attcahment "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 Sub-
CONSULTANTs 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
Page 5
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 an 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.
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A SUB -CONSULTANT, as defined in
Article 1.16 is a firmthat 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 SUB -CONSULTANT is a
person or organization that has, with the consent
of the DIRECTOR, entered into a written
agreement with the CONSULTANT to fumish
unique and/or specialized professional services
necessary for a project or task described under
Additional Services. Such Specialty Sub -
Consultant shall be in addition to those identified
in Schedule A1.
4.02 SUS -CONSULTANT RELATIONSHIPS
4.02-1 All services provided by the
SUBCONSULTANTS shall be performed
pursuant to appropriate written agreements
between the CONSULTANT and the SUB-
CONSULTANTs, 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 his direction, control, supervision,
retention and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The CONSULTANT shall not add or modify change
any SUB -CONSULTANT 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.
PROFESSIONAL SERV CES AGREEMENT
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 WORK within the time provided or
contemplated _herein,_ or. fails to, complete the
WORK in a timely manner as required by this
Agreement and/or stated in a WORK ORDER
issued pursuant to 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 additional days to perform any required cure if
CONSULTANT provides written justification deemed
reasonably sufficient.
Page 6
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 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 and
already disbursed as compensation for the
WORK that was performed in complete
compliance with the Agreement, as full and final
settlement of any claim, action, demand, cost,
charge or entitlement it may have, or will, have
against the CITY, its officials or employees.
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 the agreement
without liability and, at its discretion, to deduct from
the contract price, or otherwise recover, the full
PROFESSIONAL SERVICES AGREEMENT
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, andfor 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 the 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
CONSUTLANT at any time. The CONSULTANT shall
be permitted to retain copies, including reproducible
copies, solely for information and reference in
connection with the C)TY'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
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 drawngs,_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
CONSUTLANT 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
Page 7
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, 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
harmless 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 except where such acts or omissions
result from errors and omissions in the design of the
Project. Where such acts or omissions occur as the
result of errors and omissions the requirement for the
hold harmless and indemnification shall remain
applicable and the Consultant will not be responsible
to defend the City.. 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
PROFESSIONAL SERVICES AGREEMENT
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.
Ali companies shall have a Florida resident agent and
be rated at least A(X), as per AM. 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.
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.
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 Comprehensive General Llability and
Automobile Liability
Coverage shall have minimum limits of
$1,000,000 per Occurrence, Combined single
Limit Bodily injury Liability and Property Damage
Liability. General Aggregated Limit shall have a
minimum limit of $2,000,000. This shall include
Premises and Operations, Independent
Contractors, Products and Completed
Operations, Broad Form Property Damage, XCU
Coverage, and Contractual Liability. Automobile
coverage including hired, borrowed or non -owned
autos, limits of Liability, Bodily Injury, Damage
Liability for any one accident $1,000,000. The
City of Miami shall be named an additional
insured on both of these coverages.
9.03-1 Professional Liability Insurance
The CONSULTANT shall maintain Professional
Liability insurance including Errors and
Omissions coverage in the minimum amount of
$1,000,000 per occurrence, combined single
limits, 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
Page 8
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.
3.03-2 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 occurrence.
9.03-3 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.D6 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 or oral. This Agreement may not
be amended, changed, modified, or otherwise altered
in any respect, at any time after the execution hereof,
except by a written document executed with the same
formality and equal dignity herewith. Waiver by either
party of a breach of any provision of this Agreement
shall not be deemed to be a waiver of 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
PROFESSIONAL SERVICES AGREEMENT
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 transtrence 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
party, concerning this agreement, or arising out of this
agreement, shall be brought in Miami -Dade County,
Florida. Each party_ shall bear its own attorney's fees
except in 'actions arising out of 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
Page 9
parties designate the following as the respective
places for giving of notice:
For City of Miami:
Gary Fabrikant
Assitant Director
City of Miami
Department of Capital improvements Program
(CIP
444 S.W. 2"' Ave., 8" FI
Miami, Florida 33130
With a copy to:
David Mendez
Assistant Director
Department of Capital Improvements Program
(CIP)
444 S. W. 2nd Ave., - 8' FI
Miami, Florida 33130
For Consultant:
Jeff V. Easley, PE
Vice President, South Florida Regional Director
Reynolds, Smith and bills, Inc.
6161 Blue Lagoon Drive, Suite 200
Miami, Florida 33126
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 parry 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.
Contract #08-496
PROFESSIONAL SERVICES AGREEMENT
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 ("ADAC), 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 Nan -Discrimination
CITY 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
oriain.__ 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 represents 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
Page 10
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 & It of the ADA (regarding
nondiscrimination on the basis of disability) and
all applicable regulations, guidelines and
standards. Additional lythe 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.
10.16 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 -Contract, as
identified in Article 10.06, Notices. Upon receipt of
said notification the Assistant rJirector-Contracts shall
reveiw 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 calendar days of the issuance of the written
finding to the Director., Failure to submit such appeal
of the written finding within the stipulated timeframe
shall constitute acceptance of the finding by the
CONSULTANT. Upon receipt of said notification the
Director shall reveiw the issues relative to the dispute
and issue a written finding.
PROFESSIONAL SERVICES AGREEMENT
CONSULTANT must submit any further appeal in
writing within within five calendar days to the City
Manager. Failure to submit such appeal of the written
finding within the stipulated timeframe shall constitute
acceptance of the Ending by the CONSULTANT.
Appeal to the the City Manager for his/her resolution,
is requird 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
(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.
10.17CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the
availability of funds and continued authorization for
programactivitiesand 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 NO THIRD -PARTY BENEFICIARY
No persons other than the Consultant and the City on
behalf of the Trust (and their successors and assigns)
shall have any rights whatsoever under this
Agreement.
10.19PERFORMANCE EVALUATION
Consultant is hereby advised that during the
performance of Work under this Agreement, upon
completion of the Project and/or at any other time
deemed appropriate by the City a performance
Page 41
evaluation report may be completed by the Trust or
the City. The performance evaluations will be kept in
City files for use on future solicitations.
10.20 PROJECT ASSIGNMENTS
The Director or designee shall award projects utilizing
a work order process. CONSULTANT shall be
PROFESSIONAL SERVICES AGREEMENT
requested to submitt a work order proposal ,
Attachment "D`, that shall be subject to review,
negotiation, and approval by the Director or designee.
Upon approval of a work order, the Director or
designee will issue a Notice -to -Proceed.
Page 12
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST CONSULTANT, Reynolds, ith & Hills, Inc.
ignatureS n ` re
Print Narne, rtle r_ Print Name, ?it/e of Authorized Officer or Official
ATTEST: (Corporate Seal)
CONSULTANT Secretary
(Affirm CONSULTANT Seal, if available)
ATTEST: CITY ° F kNil, a municipal corporation of the
State FioriJa
F
5 --
Priscilla Thompson, City C edro G. HerttaQ-, P.E., City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: ; ` CORRECTNESS:
LeAnn Brehm; Director Jui1e 0. 3ru•�z
Risk Management Department city Attorney
Page ' 3
Contract #08-496
CORPORATE RESOLUTION
WHEREAS, Reynolds, Smith and Hiffs, Inc. desires to enter into an agreement
with the City of Miami for the purpose of performing the work described in the
agreement to which this resolution is attached; and
WHEREAS, the Board of Directors at a duty held corporate ;meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that
Jeffrey V. Easley, Vice President, is hereby authorized and instructed to enter into an
agreement, in the name and on behalf of this corporation, with the City of Miami upon
the terms contained in the proposed agreement to which this resolution is attached and
to execute the corresponding agreement.
DATED this 28{" day of February, 2008.
neth R. Jac bson
Stant Corporate Secretary
(Corporate Seal)
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)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of held on the _day of a
resolution was duly passed and adopted authorizing (Name) as
(Title} of the partnership to execute agreements on behalf of the
partnership and provides that 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:
Names and addresses ofpartners:
i Name
Street Address
I Cite ! Stat
Zip
I
Pana A. 14
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:
NOTARIZATION
STATE OF )
COUNTY OF
The foregoing instrument
201 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
)SS -
COUNTY
SS:
was acknowledged before me this day of
who is personally
as identification and who
Page A -1b
PROFESSIONAL SERVICES AGREEMENT
ARTICLE Al GENERAL
Miscellaneous Civil Engineering Services shall include, but are not limited to:
> complete planning and design services,
programming
preliminary site evaluations and feasibility analysis
➢ roadway analysis
drainage and surface water analysis
> stormwater manangement
> surveying,
geotechnical,
> feasibility studies,
> options evaluations
NDPES permitting,
v public meetings and community outreach, ,
cost estimates, and opinions of probable construction cost, ,
a review o€ Work prepared by Sub -Consultants and other consultants,
field investigations and observations,
> construction contract administration, and
other related i Services as needed to complete the Work on awarded Projects.
Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant
was selected in accordance with Section 287_D55 Florida Statutes, as amended. Consultants'
Competitive Negotiations Act (CC NA).
A1.01 WORK ORDERS
A1.01-1 Selection for Work Order Assignment
Selection of CONSULTANT for individual Work assignments will be made as follows:
> DIRECTOR or designee will identify consultants currently under contract for a particular assignment
based on their qualifications and experience relative to the subject Work assignment, and may
consider other factors such as current and/or previous City Work Order assignments
Should negotiations fail, the DIRECTOR will request a Work Order Proposal from another firm, until
an agreement can be reached
Following successful negotiations, the DIRECTOR will issue a Notice to Proceed to CONSULTANT
for the Work
A1.01-2 Procedure
When a specific Project has been determined, the Director or authorized designee, will request, in writing a
WORK ORDER PROPOSAL from the CONSULTANT based on the proposed SCOPE OF WORK provided
to the Consultant in writing by the Director or designee. The CONSULTANT and Director or designee, and
others if appropriate, may have preliminary meetings, if warranted, to further define the SCOPE OF WORK
and to resolve any questions regarding the proposed Project. The CONSULTANT shall then prepare a
WORK ORDER PROPOSAL for the required PROFESSIONAL SERVICES following the format provided to
the CONSULTANT by the CITY, indicating the proposed scope of services, time of performance, staffing,
proposed fees, SUB-CONSULTANTs, deliverable items and/or documents.
The DIRECTOR or designee may accept the WORK ORDER PROPOSAL as submitted, reject the WORK
ORDER PROPOSAL, or negotiate revisions to the WORK ORDER PROPOSAL. Upon successful
conclusion of negotiations the CONSULTANT may be required to submit a revised and final WORK ORDER
PROPOSAL_ If negotiations cannot be successfully completed, the Director or designee may terminate
negotiations and may request a Work Order Proposal from another consultant under contract with the
CITYY, or secure such services through other means available to the CITY under law.
Upon acceptance of a WORK ORDER PROPOSAL CIP will prepare a Work Order that will be reviewed by
CIP staff and the DIRECTOR or designee. Upn approval of the WORK ORDER CIP will issue a Notice to
Proceed.
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PROFESSIONAL SERVICES AGREEMENT
A1.02 SCOPE OF SERVICES
The CONSULTANT agrees to provide comprehensive civil engineering services in accordance with all applicable law
and building and enrirommnmental 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 an approved WORK ORDER
PROPOSAL CONSULTANT may be required to perform all or some of the services presented in this Agreement,
depending on the needs of the CITY for a particular Project. CONSULTANT shall fumish, as Basic Services,
comprehensive professional services for the Projects including, but not limited to those describes in Section Al,
General above.
A1.03 NON EXCLUSIVE RIGHT
It is understood that the Notice to Proceed will be issued under this Agreement at the sole discretion of the City
Manager or Director and that the CONSULTANT has no expectation, entitlement, right to or privilege to receive a
Work Order and Notice to Proceed for any project or task. The CITY reserves at all times the right to perform any
and all Professional Services in-house, or with other private professional architects or engineers as provided by
Section 287.055, Florida Statutes, as amended, (Consultants` Competitive Negotiation Act) or to discontinue or
withdraw any or all projects or tasks or to exercise every other choice allowed by law.
This Agreement does not confer on the CONSULTANT any particular, exclusive or special rights to any Work
required by the CITY. Outside of this Agreement, the CONSULTANT may submit proposals and/or qualifications for
any professional services which the CONSULTANT is qualified to perform in response to any public solicitation issued
by CITY_
A1.04 PAYMENTS
The CITY will pay the CONSULTANT a separate stipulated amount for each awarded Project, in accordance with
provisions and limitations of Attachment B. No payment will be made for the CONSULTANT's time or services in
connection with the preparation of a WORK ORDER PROPOSAL or for any Work done in the absence of a Notice to
Proceed.
ARTICLE A2 MISCELLANEOUS CIVILENGINEERING SERVICES
WORK in this category may include any or all of the services described below_
ARTICLE A2.01 BASIC SERVICES
CONSULTANT agrees to provide complete Civil 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, 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 submit one (1) electronic set of all documents and seven (7) copies of documents required
under Article A2, without additional charge, for review and approval by 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.
These services. hereinafter referred to as "Basic Services" are summarized as a task list in Attachment A2,
A2.01 DEVELOPMENT OF OBJECTIVES
A2.01-1
Consultant shall_ confer with representatives of CITY, the PROJECT MANAGER, and other jurisdictional agencies
to develop several options for how the various elements of the PROJECT will be designed and constructed.
A2.01-2
Consultant shall, utilizing a compilation of available documentation, confer with representatives of CITY, the
PROJECT MANAGER, and other jurisdictional agencies in order to comprehensively identify aspects of the
completed facility program that may require further refinement to attain the requisite detail of design development
required to begin the creation of construction documents. For clarity of scope, the items that need further
development will be called Conceptuals and the remaining items will be called Designs.
A2.01-3
CONSULTANT shall prepare written descriptions of the various options and shall participate in presentations to
multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation
materials.
A2.01-4
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PROFESSIONAL SERVICES AGREEMENT
CONSULTANT may be required to provide a survey that will include the location of all site structures including all
utility structures and facilities. Consultant may also be required to perform soil borings and other tests required
for the WORK. The extent to which this WORK will be needed shall be based on the surveying and soil borings
performed previously by the CITY. Cost of the surveyor and soil engineering firm shall be billed as reimbursable
expenses.
A2.02 SCHEMATIC DESIGN
A2.02-1 Design Concept and Schematics Report
CONSULTANT shall prepare and present, in writing and at an oral presentation if requested, for approval by City,
a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of
any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development
Schedule and review of Constructability Review reports.
1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all
other elements required by CITY or PROJECT MANAGER to show the scale and relationship of the
components and design concepts of the whole. The floor plans may be single -line diagrams. A simple
perspective rendering or sketch, model or photograph thereof may be provided to further show the design
concept.
2. A Statement of Probable Construction Cost, prepared in Construction Standard index (GSI) format, to
include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall
be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general
conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for
estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid
date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within
allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, the
CONSULTANT shall update its documentation, at no additional cost to the CITY, to reflect this reduced
scope. Any "Statement of Probable Construction Costs" prepared by CONSULTANT represents a
reasonable estimate of cost in CONSULTANT's best judgment as a professional familiar with the local
construction industry.
3. The Project Development Schedule shall show the proposed completion date of each task of the PROJECT
through design, bidding, and post design services.
4. Constructability Review reports shall be conducted by the CITY and/or its consultants at design stages
deemed necessary by the PROJECT MANAGER. CONSULTANT shall provide five additional deliverable
plan sets for distribution, by CITY, to others for this purpose. There shall be an established deadline for
review report submission back to CITY. CONSULTANT shall provide written responses to all comments
within two weeks and shall maintain files of all related review reports and response reports. If necessary.
CITY may coordinate Constructability Review meetings with some or all of the reviewers with CONSULTANT
present to discuss specific issues. In addition to the Constructability Review process mentioned above,
CITY reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of
such a Peer Review would be borne by CITY. Any findings as a result of said Peer Review would be
addressed by CONSULTANT, and if requested by CITY, would be incorporated into the design documents,
at no additional cost to CITY and no extension of time to the schedule.
A2.03 DESIGN DEVELOPMENT
From the approved Schematic Design 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.
1. The Design Development Documents shall consist of drawings (site plans, bor plans. elevations, sections,
outline specifications, and other documents.
2. Design Development consists of continued development and expansion of architectural and/or civil
Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of
each element through:
2.1 Plan sections and elevations
2.2 Typical construction details
2.3 Final materials selection
2.4 Construction phasing plan
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PROFESSIONAL SERVICES AGREEMENT
3. The updated Development Schedules shall show the proposed completion dates of each milestone of each
PROJECT through design, bidding, construction and proposed date of occupancy. Consultant will also detail all
long lead procurement items and architecturally significant equipment that will need to be purchased prior to
the completion of Construction Documents.
4. Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction
Cost exceeds allocated funds, CONSULTANT 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, at no additional cost to the City, to reflect this reduced scope.
5. Constructability Review reports.
A2.04 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, CONSULTANT shall prepare for written approval by CIT Y,
Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully
biddable, permittabie, constructible PROJECT.
CONSULTANT shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
CITY, which shall include the following:
1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included
in the 30%, 60%, 90% and Final review shall be noted. CONSULTANT shall 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. An updated Statement of Probable Construction Cost in CSE format.
4. CONSULTANT may also be authorized to include in the Construction Documents approved additive and/or
deductive alternate bid items, to permit CITY to award a construction contract within the limit of the budgeted
amount.
5. A PROJECT Specifications index and PROJECT specifications with at least 30%, 60%, 90% and 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. No fee will be paid by CITY in
connection with alternates required by the failure of CONSULTANT to design the PROJECT within the fixed
limit of construction cost.
T. CONSULTANT shall provide an index of all submittals required by the Contractor that clearly identifies
submittals for which the Contractor shall be responsible for design.
8. CONSULTANT shall submit any special terms and conditions separate from the technical specifications.
9. CONSULTANT shall not proceed with further construction document development until approval of the 30%
documents 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 30% Documents
review (check) sefshall be returned to -CITY -upon submission of 60% -complete Construction Documents
and CONSULTANT shall provide an appropriate response to all review comments noted on these previously
submitted documents.
A2.04-1 Maximum Cost Limit
Prior to authorizing the CONSULTANT to proceed with preparation of Construction Document Development, the
CITY may 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 the Maximum Cost Limit.
A2.04-2 Dry Run Permitting
The CONSULTANT shall file and follow-up for building permits at the earliest practicable time during the
performance of the WORK, the necessary portions of the Construction Documents for approval by City, County,
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PROFESSIONAL SERVICES AGREEMENT
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
the Department 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
A2.05 BIDDING AND AWARD OF CONTRACT
A2.05-1 Bid Documents Approvals and Printing
Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction,
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, 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 meetings) and require attendance of SUB -CONSULTANTS at such meetings.
S. 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, determining the responsiveness of bids and 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 CONS i RUCTION CONTRACT
A2.06-1
The Construction Phase will begin with the award of the construction contract and w€II end when the
CONSULTANT has provided to the CITY all post construction documents, including Contractor As -Built
drawings, CONSULTAN?'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 administration of the construction contract as provided by
this Agreement, and as provided by law.
A2.06-2
The CONSULTANT, as the representative of the 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 their Agreement with the CITY.
A2.06-3
The CONSULTANT and respective SUB -CONSULTANTS shall visit the site to conduct field observations. at a
minimum on a weekly basis, and at all key construction events; to. ascertain the progress cuf the PROJECT and
Page A-20
PROFESSIONAL SERVICES AGREEMENT
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 Contract Documents. The CONSULTANT
shall provide any site visits necessary for certification if required by the authorities having jurisdiction. The
CONSULTANT shall report on the progress the WORK, 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. The CONSULTANT will be responsible for writing minutes of all meetings and field inspections report
it is asked to attend, as well as the distribution of the minutes. CONSULTANT and 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 subcontractors',
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. The CONSULTANT shall also note the general status and progress of the WORK, on forms
furnished by the CITY, and submit them in a timely manner. The CONSULTANT shall ascertain that the WORK
is acceptable to the CITY. 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 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 Construction Administration fees paid to the CONSULTANT.
A2.06-5
1. Based on observations at the site and consultation with the CITY, the CONSULTANT shall determine
the amount due 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 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.
Prior to recommending payment to the Contractor, the CONSULTANT will prepare a written statement to the
CITY on the status of the WORK relative to the Construction Schedule, which shall be attached to the
Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting
and shall not be cause for delay in timely payment to the Contractor. 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 CONSULTANT 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 -
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
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PROFESSIONAL SERVICES AGREEMENT
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 Contract Documents shall not be
authorzed without concurrence of the CITY'S PROJECT MANAGER and/or Director of Capital Improvements.
The CONSULTANT shall have a maximum of ten (10) calendar days form receipt of shop drawings, samples,
RFPs 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 Consultants
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, his/her 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 closeout 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 -1'i
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 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 "as -
built" 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 are 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 "as -built" 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 "Field 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.
A2.06-13
The CONSULTANT shall furnish to the CiTY one complete set of "As -built Drawings", in Auto CADD Version
2000 or such other format acceptable to the CITY.
A2.06-14
The CONSULTANT shall furnish to the CITY, if applicable; a simplified site plan and floor plan(s) refecting "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 24" x 36" sheets and one electronic copy.
A2.06-15
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PROFESSIONAL SERVICES AGREEMENT
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.
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PROFESSIONAL SERVICES AGREEMENT
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 PROPOSAL or shall be authorized by prior written approval of the DIRECTOR and will be compensated for
as provided in Attachment 8, Section 63.06.
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
Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or
inventories in connection with construction performed by CITY.
A3.02-2
Specialty Desian: Any additional special professional services not included in the SCOPE OF WORK.
A3.02-3
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.
A3.02-4
Maior 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.
Design services shall be providedinaccordance with Article A3.- -
ARTICLE A4 REIMBURSABLE EXPENSES
A4.Et1 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 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 SUS. -
CONSULTANT. CONSUL TANT's field office at the PROJECT site is not considered a permanent office -
A4.01 -2
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PROFESSIONAL SERVICES AGREEMENT
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 Barings and Reports and testing costs approved by PROGRAM
MANAGER,
A4.01-3
Permit l=ees: 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 SUB -CONSULTANT 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 been previously
approved, in writing, by the Director and subject to all budgetary limitations of CITY and requirements of this
Agreement.
ARTICLE A5 CITY'S RESPONSIBILITIES
A5.01 PROJECT & SITE INFORMATION
CITY, at its expense and insofar as performance under this Agreement 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, the rights, restrictions,
easements, boundaries, and topographic data of a building site.
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 Proiect Information: Information regarding Project Budget, City and State procedures, guidelines, forms,
formats, and assistance required establishing a program as per Section A2.02
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._
A5,01.4
Threshold Inspection shall be provided by the Cl T Y. CONSULTANT shall assist the City in procuring Threshold
inspection services, if applicable.
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 andlor
testing is required to properly design the PROJECT.
A5.03 CONSTRUCTION MANAGEMENT
A5.03-1
Page A-25
PROFESSIONAL SERVICES AGREEMENT
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.
A5.04 LEGAL AND OTHER SERVICES
CITY shall avail itself to any legal, accounting, insurance counseling, and auditing services that the CITY may require
to ascertain how or for what purposes a Contractor has used the money paid under the construction contract, as may
be required by CITY.
Page A -2o
PROFESSIONAL SERVICES AGREEMENT
SCHEDULE A3 - RESERVED
Reserve — 4 pages
CONSULTANT WORK ORDER PROPOSAL
Dear Mr. r=abrik.nt:
Revised 812410'
.Reynolds; Smith and mills; Inc,, proposes to Provide the services identified below for the project
entitled " 77 , '; pursuant to its Professional Service Agreement lent iVltii the �rity of lilliar .I
I
or -Miscellaneous Civil Engineering Services services, dated
If. SCOPE OF WORK
-r-asK 2- Design
Des ;„,3e,e;fi�,,. ..r?.. JC`,'k ?. r",a », ^s`.�.T;l. �� .1� .. .. �. .x•
TASK x
R6, r, Os a J- r >-, '.,.(" ... �; s 1� Y >..a . a:,.e -s w '; f _ c - ity
Ill. SUB -CONSULTANTS
The
below listed Sub -Consultants will assist in the performance of the Work.
Sub -Consultant Name Specialty or Expertise
IV. SCHEDULE OF WORK – TIME OF PERFORMANCE
May be a narrative or table specifrcafly identifj:ring tasks, sub -tasks andforactivities, the duration
for completion & projected coappletion from date of &vritten Notice to proc-d. Should include a
listing of deliverables.
................ ...._.. .
Erample:
Consultant shall submit the Deliverables and perform the Work as depicted in the tables below
SCHEDULE OF DELIVERABLES
Sheet or
ID Drawing Name or Deliverable
Number
Delivery Date
(weaks, ealmdaror
working days)
NTP +
j NTP +
NTP +
March 4, 2008
WORK ORDER PROPOSAL
Passe 2
SCHEDULE OF WORK
Duration
Task or (sp-ify. weeks,
Activity I caiendwor
ID # Task Name anoVor Activit -nesscd �n i worldng daysj
Projected
�
start Date
1
Projected
Finish Date*
(
IVTP
.MTP +
NTP
NTP + I
NTP
NTP +
I
XTP
NTP +
_ An updated sM&Wfe, rnarcati: g ac?uei serve, y nares, oasec on the above wrations, wiii be prowaev to the CXy
upon receipt of the NTP. The above duration tunes essume the CONS UL TAINT will prepare 100% and P -nal
submittals only.
V. COMPENSATION
Consultant shall perform the Work detailed in this Proposal for a Total
Lump Sum, Not to Exceed fee of dollars and cents ( ). The City shall not be
liable for any fee, cost, expense or reimbursable expense or other compensation beyond this
amount. Said fee includes an allowance for Reimbursable Expenses required in connection
with the Work, which shall be established in an amount not to exceed Said
Reimbursable Expenses shall be utilized in accordance with the Agreement Provisions and shall
conform to the limitations of Florida Statutes § 112.061.
SUMMARY OF COMPENSATION
Task or
Activity
iD # Major Task Name andfor Active Dani tion Fee Amount Fee Basis
1.1 Lump Sum, Not to Exceed
1.2
1.3
2
Subtotal — Professional Fees
Allowance for Additional Services
Allowance for Reimbursable Expenses
TOTAL
VI. ALLOWANCE FOR ADDITIONAL SERVICES
CONSULTANT may use the allowance for additional services requested by and at the discretion
of the CITY. Items not included:
March 4, 2008
WORK ORDER PROPOSAL
Page 3
V11. DATA PROVIDED BY CITY
Cri',,/ shall provide the CONSUL TIANT:
Vill. PROJECT MANAGER
CONISULTA,NT'S Project Marager for dhs'Work Order assignment Will be
Submitted by:
Prepared by:
Approved by.
Ola 0 Aluko, Director
Capital Improvements
ESTIMATE OF WORK EFFORT AND COST - PRIME CONSULTANT ConsullantNanei Erdername of prime orsubconsultant
Consultant No. ender consultants Pro). number
Name of Project: Description: Date: 8/172004
Project B*: - --- Estimator: Insert name
STAFF CLASSIFICATION
Job Classification
Position i
Position 2
Position 3
Position 4
Position 6
Position 6
Position 7
Position a
Staff Hours
Salary
Average
Staff
name
name
name
name
nano
name
name
name
$0.00
SUBTOTAL ESTIMATED FEE:
*0100
Applicable Rate
Rate: $.0.00
Rate: $0.00
Rate: SOAO
Rate: $0.00
Rate: 50.00
Rate: $0.00
Rata: $0.00
Clasift ation
By
Cost By
Rate Per
Man
Cost!
Man
Cost/
Man
Cosy
Man
Cost/
Man
Cost(
Man
Cost/
Man
Cost/
Mari
Cost/
1NbrkActiv
hours
Acivty
hours
Aotvty
hours
Actvty
hours
Actvty
hours
Actvty
tours
Aatvty
hours
Actvty
hours
Actvty
Activl
AcBvlt
Task
1
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
01
$0
0
$0
#DIVIOt
2
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0�
so
0
$o
#DN/01
3
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0'
$o
0
$0
#DN/01
4
0
$0
0
$o
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
#DNI01
5
0
$0
0
$0
0
$O
0
$0
0
$0
p
$0
0
$0
0!
$0
0
$0
#DMOI
S
0
so
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
D
$0
0
$0
#DIV/OI
7
0
$0
0
$0
0
$0
0
$0
0
$0
0
s0
0
$0
0
$0
0
$0
NDN/01
a
0
$0
0
so
0
$0
0
$0
0
$0
0
$0
0
$0
0;
$0
0
$0
#DIVIOI
8
0
$0
)
$0
O
$0
0
$0
0
$0
0
$0
0
$0
0;
$0
0
$0
#DIV/01
10
0
$0
0
$0
0
$0
0
$0
0
$D
0
$0
0
$0
0;
$0
0
$0
#DWYOI
$0
0
$0
D
$0
0 !,
$0
0
$0
#01V/01
12
I]
$0
0
$0
0
$0
0
$0 .
0
$0
0
$0
0
so
0
$0
0
$o
#DIV/OI
13
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
s0
0
$0
#DIVI01
�14
0
so
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
#DN/01
15
0
$D
D
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0,
$0
0
$0
#DIv101
16
o
$0
0
$0
0
$0
0
$0
0
so
0
$0
0
$0
o !
$0
O
$0
#DIVro1
17
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0,
$0
0
$0
#DN/Gt
18
0
$0
0
$0
0
$0
O
$0
0
$0
0
$0
0
$0
D'!
$0
D
$0
#DIV/Ot
19
0
s0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$D
0 i
$0
0
$0
00WO1
20
0
s0
0
$0
0
$0
0
$0
0
$o
0
$0
0
$0
OI
$0
0
$0
#DN/01
21
0
$o
o
s0
0
$0
0
$0
0
$0
0
$0
0
$0
1)
$0
0
$0
#DN/01
Y
0
so
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0'',
$0
0
$0
#DN/01
23
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0'
$0
0
$0
#DN/01
24
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0',
$D
o
$0
#DN/01
25
0
$0
0
$0
C
$0
0
$0
0
$o
0
$0
0
$0
0
$0
0
$0
#DIV/OI
26
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0
$0
0'
$0
0
$0
#DIV/01
27
s0
0
s0
0
$0
1 0
$0
1 0
$0
0
$0
0
$0
0'
$O
$0
#Dlviol
Total Staff Hours
_0
0
0
tl
0
0
0
0
0,
_ _0
�- 0
Total staff Cost
$0.00
$D.t]O
-
$0.00
$o.DD
$o.00
$0.00
$0.00
$0.00
so. -00-1
r+Dlyloi
Total %of Work byClassification it t# ##f#I# i#1### #####
m R-JRMW Survey Field Days for Subconsultant
3 - Person Crew 0
4 - Person Crew 0
Survey (3 man crew) 0 00 3 -man crew days a $ - / day $0.00
Survey (4 man orew) 0.00 Oman crew days a $ - /day WOO
Notes:
1. This sheet is to be used by Pr1me Consultant to calculate the Grand Total Fee.
2.. Manuafiy enter fee from each SUI=nsuitand. Unused suboonsultant rows may be hidden
3. T'he basis for work activity descriptions shall be the FICE/FDOT Standard Scope
and Staff Hour Estimation i-!andhook.
##### ##### ##### ##### Check= #DIV10!
Check- $0.00
NEGOTIATED FEE
$0.00
ADJUSTED FEE (INCLUDING 2.9 WLTIPLIER)
$0.00
SUBTOTAL ESTIMATED FEF_:
$0.00
Subcormultant: Enter Name Sub 1
$0.00
Subconsultant: Sub 2
$0-00
Subconsu!tent: Sub 3
$0.00
Subconsultant: Sub 4
$0.00
Suboonsu(tant: Sub 5
$0.00
Subconsultant: Sub 6
$0.00
SUBTOTAL ESTIMATED FEE:
*0100
Geotechnical Field and Lab Testing
$0.00
Survey Fee '•.
$0.00
SUBTOTAL ESTIMATED FEE:
$0.00
AddRional 80vicos (Allowance)
$0.00
Reimbxssatdes (Allowance)
$0.00
GRAND TOTAL ESTIMATED FEE:
$0.00
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A
SCOPE OF WORK
Reynolds, Smith & Hills (2008)
SCHEDULE Al. - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
Weidner Surveying & Mapping; P.A.
Surveying & Mapping
Media Relations Group, LLC
' Media Relations
Hillers Electrical Engineering, Inc
Electrical
HR Engineering Services, Inc.
Geotechnical
F.R. Aleman and Associates, Inc.
Utilities
Paae A-27
PROFESSIONAL SERVICES AGREEMENT
Reynolds, Smith & Hills (2008)
SCHEDULE A2. - KEY STAFF
NAME
JOB CLASSIFICATION
Jeff V. Easley
Chief Engineer
Phil Schwab
Chief Engineer
Sam Gonzalez
Chief Engineer
Jay Turner
Chief Engineer
Doug Green
Project Manager
Rosario Cardenas
Project Engineer
Phillipe Jolicoeur
Project Engineer
Winston Harris
Senior Engineer
Ian Biava
Senior Engineer
Raul Regis
Senior Engineer
Chris Jackson
Senior Engineer
Erik Neugaard
Senior Environmental Scientist
Lisa Abernathy
Environmental Scientist
Zachary Bush
Environmental Scientist
Page A-28
ATTACHMENT B - COMPENSATION
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE B1 METHOD OF COMPENSATION
The fees for PROFESSIONAL SERVICES for each
PROJECT 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 (See Section B3.01).
b) An Hourly Rate, as defined B3.02in Section
and at the rates set forth in Section
c) A Percentage of Construction Cost, as
defined in Section B3.03, 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 2.04-1 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 will be at
CONSULTANT's own cost and expense.
ARTICLE B2 WAGE RATES
B2.01 - FEE-BASIS_
All fees and compensation payable under this
Agreement shall be formulated and based upon the
averages of the certified Wage Rates that have
received and approved by the DIRECTOR. The
averages of said certified Wage Rates are
summarized in Schedule B1 incorporated herein by
reference. Said Wage Rates are the effective direct
hourly rates, as approved by the CITY, of
CONSULTANT and SUB -CONSULTANT 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 Civil Engineering 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.
82.03 MULTIPLIER
For Work assigned under this Agreement, a multiplier
of 2.9 shall apply to CONSULTANT's average hourly
Wage Rates in calculating compensation payable by
the CITY. 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, reproduction of documents, drawings
and specifications, mailing, stenographic,
administrative and clerical support, other employee
time or travel and subsistence not directly related to a
project.
B2.04 CALCULATION
Said Wage Rates are to be utilized by 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
heteih-corhpehsation paid- by - CITY- shall,- via -the-_
Multiplier, cover all 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.
132.06 ESCALATION
Commencing July 1, 2008, the hourly rates depicted
in Schedule B1, Certified Wage Rates, may be
adjusted annually according to the Miami — Fort
Lauderdale Consumer Price Index issued by the U.S.
Department of Labor, Bureau of Labor Statistics,
Page B-11
Such adjustment shall be calculated by multiplying the
ratio of the April index 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°x'0) per year.
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.
83.01-1 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.
ATTACHMENT B — COMPENSATION
83.01-6 Lump Sum compensation shall be calculated
by CONSULTANT utilizing the Wage Rates
established herein. Prior to issuing a Notice of
Proceed, the CITY may require CONSULTANT to
verify or justify 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 Schedule B1 Wage Rates. All
hourly rate fees will include a maximum not to exceed
figure, inclusive of all costs expressed in the contract
doucments. The CITY shall have no liability for any
fee, cost or expense above this figure.
133.02-2 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 Notice to Proceed
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.
133.03 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 Notice to Proceed
83.03-1 Fee Computation:
B3.03 -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.
B3.01 -41f the CITY authorizes a substantial or 83.03-1(b) if the actual construction cost is
material change in the Scope of Work, the Lump Sum increased during the construction phase, the "Actual
-
for any Base `Fee may be equitably adjusted by Construction Cost" shall be used as the basis for
- - -- —_ ___ determining the fee—for- Construction_ Administration_ -
mutually consent of the parties, which may be -put into
effect by an amendment to the Work Order. Phase if included in Basic Services.
83.01-5 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 perforin 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 shaft have no
obligation or liability to pay any fee, expenditure.
charge or cost beyond the Lump Sum compensation
amount stipulated -
B3.03 -1(c) The term "Actual Construction Cost"
does not include any compensation to the
CONSULTANT, the cost of the land, rights -o` --way,
works of art, per
fees or other costs which are the
responsibility of the CITY.
133.03-2 Inclusive Fee
it is understood that with percentage compensation
the CONSULTANT shall perform ail services for the
stated percentage of the construction cost budgeted
when the contract is signed.
B3.03-3 . Changes to Project Scope
Page B-2
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, mailing, stenographic,
clerical, or other employees time or travel and
subsistence not directly related to a project. All
reimbursable services shall be billed to the City at
direct cost expended by the CONSULTANT. CITY
authorized reproductions in excess of sets required at
each phase of the Work will be a Reimbursable
Expense.
The CITY will reimburse the CONSULTANT for
authorized Reimbursable Expenses pursuant to the
limitations of this Agreement as verified by supporting
documentation deemed appropriate by Director or
designee including, without limitation, detailed bills,
itemized invoices and/or copies of cancelled checks,
B3.05 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 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._ 83.06 and 83.04
respectively, may be applicable.
83.06-1 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.
83.06-2 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,
ATTACHMENT B — COMPENSATION
which shall not be exceeded, and shall comply
with the CITY regulations, including the
Purchasing Ordinance, the CONSULTANT's
Competitive Negotiation Act, and other applicable
laws.
B3.06-3 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. C
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 ommissions of CONSULTANT as
determined by CITY.
83.08 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 134 PAYMENTS TO THE
CONSULTANT
84.01 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
Cl TY in the actual amount paid by CONSULTANT.
B4.02 FOR COMPREHENSIVE BASIC
SERVICES
For those Projects and Work Orders where
comprehensive design services are stipulated, said
payments shall, in the aggregate, not exceed the
percentage or the estimated total Basic Compensation
indicated below for each Phase.
Page B-3
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 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 SUBCONSULTANTS engaged on the project or
task. In addition to the invoice, the CONSULTANT
shall, for Hourly Rate authorizations, submit a
progress report giving the percentage of completion of
the PROJECT development and the total estimated
fee to completion.
B4.04 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
SUBCONSULTANTS engaged on the project or task.
In addition to the invoice, the CONSULTANT shall, for
Hourly Rate authorizations, submit a progress report
giving the percentage of completion of the Project
development and the total estimated fee to
completion.
B4.05 DEDUCTIONS
No deductions shall be made from the
CONSULTANT's compensation on account of
liquidated damages assessed against contractors or
other sums withheld from payments to contractors.
ARTICLE 86 _ - REIMBURSABLE -
EXPENSES:
135.01 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.
85.01-1 Transportation
ATTACHMENT B - COMPENSATION
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
County. 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 vatting by the PROJECT MANAGER. Such
pre -authorization will be subject to the limitations
of Section 112.061, Florida Statutes, as
amended.
135.01-2 Travel And Per Diem
Identifiable per diem, meals and lodging, lodging,
taxi fares and miscellaneous travei-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 will not be reimbursed
within Miami -Dade, Broward or Palm Beach
County.
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.
B5.01-5 Permit Fees
All Permit- fees -paid to regulatory agencies for
approvals directly attributable to the Project.
These permit fees do not include those permits
required to be paid by the construction
Contractor,
B5.02 REIMBURSEMENTS TO SUB -
CONSULTANTS
Reimbursable SUB -CONSULTANT 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.
Page B-4
ARTICLE B6 COMPENSATION FOR REUSE
OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
It is understood that the CONSULTANT's Agreements
includes the provision for the re -use of plans and
specifications, including construction drawings, at the
ATTACHMENT 8 — COMPENSATION
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.
Page B-5
ATTACHMENT B - COMPENSATION
Reynolds, Hills & Smith (2008)
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
NAME
JOB CLASSIFICATION
NEGOTIATED
AVERAGE
HOURLY RATE
ADJUSTED
AVERAGE
HOURLY RATE
(Multiplier Applied)
Jeff V. Easley
Chief Engineer
$74.29
$ 215.44
Phil Schwab
Chief Engineer
$74.29
$ 215.44
Sam Gonzalez
Chief Engineer
$74.29
$ 215.44
Jay Turner
Chief Engineer
$74.29
$ 215.44
Doug Green
Project Manager
$59.91
$ 173.74
Winston Harris
Senior Engineer
$54.20
$ 157.18
]an Biava
Senior Engineer
$54.20
$ 157.18
Raul Regis
Senior Engineer
$54.20
$ 157.18
1 Chris Jackson
Senior Engineer
$54.20
$ 157.18
Erik Neugaard
Senior Environmental
Scientist
$42.32
$ 122.73
Rosario Cardenas
Project Engineer
$39.15
$ 113.54
Phillipe Jolicoeur
Project Engineer
$39.15
$ 113.54
William Aviles
Engineering €tern
$32.05
$ 92.95
Robert Templeton
Engineering Intern
$32.05
$ 92.95
Jill Clarke
Engineering Intern
$32.05
$ 92.95
Yajaira Molerio
Engineerng Intern
$32.05
$ 92.95
Jimmy Battaglia
Engineering Intern
$32.05
$ 92.95
Luis Medina
Engineering Intern
$32,05
$ 92.95
Oner Balaban
Engineering Intern
$32.05
$ 92.95
Ersela Sino
Engineering Intern
$32.05
$ 92.95
Darlene Fernandez
Engineering Intern
$32.05
$ 92.95
Lisa Abernathy
Environmental Scientist
$24.86
$ 82.62
Zachary Bush
Environmental Scientist
$24.86
$ 82.62
Charles Panderea
CADD Technician
$28.49
$ 72,09
_Otto Rojas.
CADD Technician
$28.49
$--72..49_
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Contract #08-496 Pages B-6