HomeMy WebLinkAboutPre ExhibitC4 OF MIAMI
DEPARTMENT [)FCAPITAL IMPROVEMENTS
PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category
TransportationProgram m8uppodBemic�the
and Transit Program, RRQMoOG'07-838
Contract Type Continuing Services for the Traha�ortationProgram
Consultant HNTBCorponatinn
TABLE OFCONTENTS
/NT[VCLE | DEFINITIONS ....................................................................................................... 5
2.01
TERM: ... ......................................................................................................... ........................................... e
2u2OPTION
ToEXTEND ........................................... ...........
......................... ................................. ............. e
2.03
SCOPE OF SERVICES ..............................................................................................................................
n
2.04COMPENSATION
................................... .......... .............................................................................
.......... 6
ARTICLE 3 PERFORMANCE ----'—'--'--''-'--'--'---'—''~^''
3.01
PERFORMANCE_D LEGATION ...... ......................................................_����....................~
z»a
REMOVAL OF UNSATISFACTORY PERSONNEL ..............................................
............... .................... r
ouo
CONSULTANT KEY STAFF ................................ ........................
............................................................ 7
3.0*
TIME FOR PERFORMANCE ......................................................................................................................
r
/
4,D1
GENERAL .........................................................................................................................................
--'7
mo
oumoomSULTAm ___-__'_----'-------__'---r
«un
CHANGES nJSUB-CONSULTANTS .................................
.............. .............................................. ....... 7
ARTICLE 5 DEFAULT .......................................................
. °
sux
CONDITIONS opDEFAULT ......................................................................................................................
V
5.0:
TIME TnCURE DEFAULT ' FORCE mAJEons..................................................
................................... u
ARTICLE 6 TERMINATION OF AGREEMENT -'—'---'---'-----'----'~~'~~
__
CIT
_ ___TT____________________________________,
s.m
CONSULTANT'S RIGHT ToTERMINATE ...... ...... .............................................
.................................... a
azm
TERMINATION DUE roUNDISCLOSED LOBBYIST OnAGENT ........................................................... »
ARTICLE 7 DOCUMENTS AND RECORDS ^~~'-`---`---'--''----`--``--`-`^~
',D`
OWNERSHIP wrDOCUMENTS .............. ..............................................................................
--_-�n
7.02
DELIVERY UPON REQUEST ouCANCELLATION .................................................................................
g
7.03
RE -USE BvCITY ..................... ............................................................................................................
e
/.04
NONDISCLOSURE -'--'------'--_---�-_-'--_-_-'-'_---e�
ros
MAINTENANCE opneConnS-...... .................................................................................
------�s
ARTICLE 8'----------.--_-----.----.~
ARTICLE 9 INSURANCE .-'_-''_--..~'-.10
9.01
COMPANIES PROVIDING Cu,ExaGE------------------------------.
10
9.o2
VERIFICATION orINSURANCE COVERAGE ....................................
.................................................. 10
9.0$
FORMS oFCOVERAGE ...........................................................
............ ............................................... 10
9.04
MODIFICATIONS roCOVERAGE ....................... ---.......................................................................
10
ARTICLE 10 MISCELLANEOUS -_--_..--'-_---.__..--_-_.1V
10.01
AUDIT RIGHTS ....................... ................................................................................................................
10
10,02
ENTIRE AGREEMENT ................... .....................................................................................
................... m
10.03
SUCCESSORS AND ASSIGNS ....................................................................
.......... ___ .......................... 11
10.0*
CERTIFICATE ................................
.......................................................... 'n
TABLE OF CONTENTS (CONTINUED)
10.06
NOTICES.........................................................................................
10.07
INTERPRETATION..................................................................................................................................11
10.08
JOINT PREPARATION............................................................................................................................12
10.09
PRIORITY OF PROVISIONS....................................................................................................................12
10.10
MEDIATION - WAIVER OF JURY TRIAL................................................................................................12
10.11
PERFORMANCE EVALUATIONS...........................................................................................................12
10.12
TIME....................................................................................................................
................................... ..12
10.13
COMPLIANCE WITH LAWS....................................................................................................................12
10.14
NO PARTNERSHIP.., .......... ............................................................................................................
..... - 13
10.15
DISCRETION OF DIRECTOR..................................................................................................................13
10.16
RESOLUTION OF CONTRACT DISPUTES: ................................................................................
.......... 13
10.17
INDEPENDENT CONTRACTOR: .............................................................................................................
13
ATTACHMENT
A - SCOPE OF WORK....................................................................................17
ARTICLEAl GENERAL..........................................................................................................17
A1.01
RANGE OF SERVICES............................................................................................................................17
A1.02
COOPERATIVE WORK...........................................................................................................................17
A1.03
NON-EXCLUSIVE RIGHT... .................................... _ .......... ......................
.................. ......................... 17
A1.04
PAYMENTS..............................................................................................................:...............................17
ARTICLE A2 OVERVIEW OF TRANSPORTATION PROGRAM SUPPORT SERVICES ......... 18
A2.01
PRIMARY SERVICES..............................................................................................................................18
A2.02
SPECIALTY SERVICES...........................................................................................................................18
ARTICLE A3 PRIMARY SERVICES.....................................................................................18
A3.01
ADMINISTRATIVE PROGRAM MAN-AGEMENT....................................................................................18
A3.02
PRODUCTION MANAGEMENT SERVICES............................................................................................18
ARTICLE
A4 STREETCAR PROJECT ............................................Error! Bookmark not defined.
A4.01
STREETCAR PROJECT............................................................................
Errorl Bookmark not defined.
ARTICLEA5
STAFFING..........................................................................................................19
A5.01
CORE PROGRAM STAFF.......................................................................................................................19
A5.02
SUPPLEMENTAL AND SPECIALTY STAFF..........................................................................................20
A5.03
STAFFING CHANGES.............................................................................................................................20
ARTICLE A6 ASSIGNMENT OF WORK..................................................................................
20
A6.01
ANNUAL WORK PROGRAM...................................................................................................................20
A6.02
WORK ORDERS......................................................................................................................................21
SCHEDULE Al. - Consultant Team.......................................................................................
22
SCHEDULEA2. - KEY STAFF................................................................................................
23
ATTACHMENT B - COMPENSATION AND PAYMENTS........................................................
40
ARTICLE B1 METHOD OF COMPENSATION............................................................................
40
61.01
COMPENSATION LIMITS........................................................................................................................40
81.02
CONSULTANT NOT TO EXCEED...........................................................................................................40
ARTICLE B2 WAGE RATES...................................................................................................40
B2.01
FEE BASIS ............................................
......40
B2.02
EMPLOYEES AND JOB..........................................................................................................................40
CLASSIFICATIONS
..................................................................................................
Error! Bookmark not defined.
B2.03
MULTIPLIER............................................................................................................................................40
B2.04
CALCULATION........................................................................................................................................40
B2.05
ESCALATION...........................................................................................................................................40
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION
.................................................. 2
83.01
LUMP SUM: ................................................................................................................................................
2
B3.02
HOURLY RATE FEES................................................................................................................................2
B3.03
COST PLUS FIXED FEE............................................................................................................................3
83.04
REIMBURSABLE EXPENSES, ..........................................................................
...................... __ ............. 3
83.05
FEES for SPECIALTY SERVICES.............................................................................................................3
83.06
PAYMENT EXCLUSIONS..........................................................................................................................3
B3.07
FEES RESULTING FROM PROJECT SUSPENSION...............................................................................3
ARTICLE B4 PAYMENTS TO CONSULTANT...........................................................................
3
84.01
PAYMENTS GENERALLY.........................................................................................................................3
84.02
MONTHLY PROGRESS REPORT.............................................................................................................4
TABLE OF CONTENTS (CONTINUED)
ARTICLE 85 REIMBURSABLE EXPENSES: ............................................................................ 4
85.01 GENERAL..................................................................................................................................................4
85.02 TYPES OF REIMBURSABLE EXPENSES................................................................................................4
85.03 AUTHORIZATION......................................................................................................................................4
85.04 DEFINITIONS and CATEGORIES.............................................................................................................4
B5.05 REIMBURSEMENTS TO SUB-CONSULTANTS......................................................................................6
ARTICLE B6 COMPENSATION FOR REUSE OF WORK PRODUCT ...................................... 6
B6.01 GENERAL..................................................................................................................................................6
SCHEDULE B1 - WAGE RATES SUMMARY........................................................... Error! Bookmark not defined.
SCHEDULEB-4.2 EXPENSE VOUCHER..........................................................:.....................7
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category
Transportation Program Support Services for the Transportation
Program, RFQ No 06-07-038
Contract Type
Continuing Services for the Transportation Program
Consultant
HNTB Corporation
Consultant Office Location
8700 West Flagler Street, Suite 200, Miami, FL 33174
City Authorization
Resolution Number
THIS AGREEMENT
made this _ day of in the year 2008 by and
between THE City OF MIAMI, FLORIDA, hereinafter called the "City," and (Consultant's Name),
hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Proposals ("RFP") No. 06-07-038 on November 5,
2007 for the provision of Transportation Program Support Services for the Transportation
Program ("Program or Services") and Consultant's proposal ("Proposal"), in response thereto,
was selected as one of the most qualified for the provision of said Services. The RFP 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 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:
PROFESSIONAL SERVICES AGREEMENT
ARTICLE 1 DEFINITIONS
1.01 Annual Work Program means a comprehensive report of goals, strategies, tasks, activities, personnel, and
costs to be undertaken by the Program Manager for a given year under this Agreement.
1.02 Attachments mean the Attachments to this Agreement are expressty incorporated by reference and made a
part of this Agreement as if set forth in full.
1.03 City Commission means the legislative body of the City of Miami.
1.04 City Manager means the duly appointed chief administrative officer of the City of Miami.
1.05 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is
a party hereto and for which this Agreement is to be performed. In all respects hereunder, City's performance is
pursuant to City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a
governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes,
laws and ordinances shall be deemed to have occurred pursuant to City's authority as a governmental body and
shall not be attributable in any manner to City as a party to this Agreement. The City of Miami shall be referred to
herein as "City". For the purposes of this Agreement, "City` without modification shall mean the City Manager.
1.06 Consultant means a corporation association, joint venture, or any combination thereof, of skilled and
qualified transportation professionals, administrative, technical, and other support, and duly registered professional
architects, landscape architects and/or engineers, which has entered into this Agreement to provide Professional
Services to the City.
1.07 Contractor means an individual, partnership, corporation, association, joint venture, or any combination
thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto.
1.08 Core Program Staff means Staff positions assigned on a full time basis to the Program by the Program
Coordinator with the Director or designee's approval, to serve as an extension of the City's staff typically working
inside the City's Miami Riverside Center (MRC) or other requested City facility.
1.09 director means the Chief Operating Officer of the City who has the authority and responsibility for managing
the specific Program or Projects covered under this Agreement. The Director, in his/her sole discretion, shall have
the authority to delegate responsibilities herein to staff of the Capital improvements and Transportation offices and
shall do so in writing.
1.10 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to
make observations of Work performed by a Contractor.
1.11 Notice to Proceed means a written letter or directive issued by the Director, designee, or Project Manager
acknowledging that all conditions precedent have been met and/or directing that Consultant may begin Work on a
particular Program assignment, Project, or a specific task of a Project as outlined in the Annual Work Program, the
Capital Plan, or a Work Order.
1.12 Primary Services means those Services considered by City to be fundamental to the successful
management of the Program as stated in the RFP, and in Attachment A of this Agreement.
1.13 Professional Services means those Services provided by the Consultant to assist the City in the execution
and implementation of the City's Transportation Program, including, without limitation, all administrative, technical,
and management activities undertaken as part of Primary Service or Specialty Services.
1.14 Program means the City's multi-year Capital Improvements and Transportation Programs, prepared on an
annual basis that details the planned financial resources and implementation schedule and strategies for the City's
capital and transportation projects over a five (5) year period.
1.15 Project means the specific Scope of Services contained in a Work Order or Work Order Proposal. The
Project(s) shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement.
1.16 Project Manager means an employee or representative of the City assigned by the Director or designee to
manage and monitor the Program Manager's Work to be performed under this Agreement.
1.17 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named
by the City Manager to administer matters relating to insurance and risk of loss for the City.
1.18 Scope of Service(s) or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables and milestones required for the completion of Project or an assignment with
sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion.
PROFESSIONAL SERVICES AGREEMENT
1,19 Specialty Services means those Services which may not be directly tied to the overall management of the
Transportation Program but to some unique, critical, and/or possibly large scale, element of the Transportation
Program that requires expertise that is unavailable from within the City's personnel resources.
1.20 Sub -Consultant means a person or organization that has entered into a written agreement with the
Consultant to fumish specified Professional Services for a Project or Program task.
1.21 Supplemental Program Staff means Staff of Program Manager and/or Sub -Consultant, whom are not part
of the Core Staff, who are assigned to the Program on a limited full-time or long term part-time basis. May also be
referred to as 'Supplemental Staff"..
1.22 Transportation Program Support Services or TPSS means Services provided by the Consultant
including, without limitation, all administrative, technical, and management activities associated with supporting the
City as determined by the. Director or designee in the execution and implementation of the City's Transportation and
Transit Program.
1.23 Wage Rates means the effective direct expense to Consultant and/or Sub -Consultant, on an hourly rate
basis as reported to the Internal Revenue Service, 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,
1.24 Work Order means a written document approved by the Director or designee authorizing the performance of
Services.
1.25 Work also known as the Scope of Work means the tasks and activities generally identified in the Annual
Work Program or the task(s) and activities identified in a Work Order
ARTICLE 2 GENERAL CONDITIONS
2.01 TERRA:
The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof with the option to
extend as stipulated in Article 2.02. This specified term is intended for administrative and budget control purposes
and is not to be considered or.interpreted as a time limitation,
agreements
2.02 OPTION TO EXTEND
The City shall have the option to extend the term for two (2) -additional period(s) of one (1) year each, subject to
continued satisfactory performance of Program Manager as determined by the Director or designee, and to the
availability and appropriation of funds. The City Manager is authorized to execute extensions of this Agreement
unless otherwise provided by.amendment or legislation.
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 City makes no assurances that any Work Orders will be issued to the Consultant. The maximum amount of
compensation payable by the City to Consultant will be a not to exceed fee, based on any monthly fee for Core
Program Staff and on the rates and schedules established in this Agreement for Supplemental Staff. In no event
shall the amount of compensation not to exceed Eight Hundred Fifty Thousand dollars $850,000.00 in total for
Primary and Specialty over the initial 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.
2.04-2 Payments
Unless otherwise specifically provided in Attachment 8, payment shall be made within forty-five (45) 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 standard invoice provided by City for the submission of
invoices.
PROFESSIONAL SERVICES AGREEMENT
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 Director or designee. 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 any personnel of any such Sub -
Consultants 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 and to their employment with the City.
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 or under
contract. 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 or designee will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not
constitute any responsibility or liability for the individual's ability to perform or continued employment with the
Consultant or Sub-Consultant(s).
3.04 TIME FOR PERFORMANCE
The City shall have the sole right to determine which aspects of the Services, Work, Work Orders, or Projects the
Consultant shall proceed on and in what order. Time is of the essence with respect to performance of this
Agreement. The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the
Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. The
City's written approval of an Annual Work Program as provided herein shall be considered as a Notice to Proceed.
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,
or in the event that circumstances beyond the reasonable control of the Consultant delay the Consultant's
performance. Such extension of time shall not be cause for any claim by the Consultant for extra compensation
except to the extent mutually agreed upon by the City and the Consultant.
ARTICLE 4 SUB -CONSULTANTS
4.01 GENERAL
4.01-1 A Sub -Consultant is a firm that was identified as part of the Consultant's team in the competitive
selection process by which Consultant was chosen to perform the Services under this Agreement, and has
entered into an agreement with the Consultant to perform such Services. Said Sub -Consultants are 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 or
designee, entered into a written agreement with the Consultant to furnish unique and/or specialized Professional
Services necessary for a Project or the Work. Such Specialty Sub -Consultant shall be in addition to those
identified in Schedule Al. Work Orders for Specialty Services shall identify all Sub -Consultants who shall
perform said Services under the Work Order,
4.02 SUB -CONSULTANT RELATIONSHIPS
4.02.1 All Services provided by the Sub -Consultants 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 Sub -Consultants. The Consultant acknowledges that Sub -Consultants are entirely under his
direction, control, supervision, retention and/or discharge.
4.03 CHANGES TO SUB -CONSULTANTS
The Consultant shall not add or modify or 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 SERVICES 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. A termination for default that is subsequently determined to be in error may
be then automatically considered to be a termination for convenience in accordance with Article 6.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any of the following:
5.02-1 Consultant fails to obtain or maintain the insurance or bonding herein required.
5.02-2 Consultant fails to comply, in a substantial or material sense, with any of its duties under this
Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City,
beyond the specified period allowed to cure such default.
5.02-3 Consultant fails to commence the Services within the time provided or contemplated herein, or fails
to complete the Work in a timely manner as required by this Agreement.
5.03 TIME TO CURE DEFAULT - FORCE MAJEURE
City through the Director or designee shall provide written notice to Consultant as to a finding of default, and
Consultant shall take all necessary action to cure said default within time stipulated in said notice, after which time
the City may terminate the Agreement. The Director or designee at his/her sole discretion may allow additional days
to perform any required cure if Consultant provides written justification deemed reasonably sufficient.
Should any such failure on the part of Consultant be due to a condition of Force Majeure as that term is interpreted
under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such
failure to perform or cure.
ARTICLES 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 (Termination for Convenience). 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
or receive as applicable, the fees earned as compensation for the Services that were performed in complete
compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or
entitlement it may have, or will have against the City, its officials or employees.
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.
PROFESSIONAL SERVICES 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 amount of such fee,
commission, percentage, gift, or consideration.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS'
With the exception of previously existing proprietary items that are subject to licensing, all Work products, including,
without limitation, all reports, studies, forms drawings, specifications, maps, and computer files, including all draft
documents, prepared or obtained under this Agreement, as well as all data collected, together with.summaries and
charts derived there from, including all electronic digital copies will be considered works made for hire and are,
provided Consultant has received payment for said documents, the property of the City, without restriction or
limitation on their use, and will be made available, on request, to City at any time during the performance of Services
and/or upon completion or termination of this Agreement. Consultant shall not copyright any material and products or
patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of
the Work and the products of Consultant at any time. The Consultant shall be permitted to retain copies, including
reproducible copies, solely for information and reference Use of the Work product produced under this Agreement
by the Consultant requires the prior written consent of the City.
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
With the exception of previously existing proprietary hems that are subject to licensing, it is understood that all
Consultant Work products, at the City's sole option, maybe used by the City for any reasons or purpose and by
virtue of signing this Agreement Consultant agrees to such re -use without the necessity of further approvals,
compensation or fees and without recourse for such re -use, The Consultant will not be liable for re -use by the City
of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of
this Agreement.
7.04 NONDISCLOSURE
Consultant agrees that it shall make no statements, press releases or publicity releases concerning this Agreement
or its subject matter or otherwise disclose or permit to be disclosed, any of the data or other information obtained or
furnished by the Consultant as part of or under this Agreement during the period of this Agreement without the prior
written consent of the Director or designee. Such prior written consent shall be required unless such action is
necessary for the proper performance of the Consultant's obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been property subpoenaed, or if it is reasonably necessary for
the Consultant to defend itself against any suit or claim. Consultant shall require all of its employees, agents, Sub -
Consultants and subcontractors to comply with the provisions of this Article. Consultant shall also have the right to
include information about the Work performed under this Agreement in its marketing and business development
materials.
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
five (5) 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
five (5) 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. 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. This article shall survive the termination or expiration of the
Agreement.
PROFESSIONAL SERVICES AGREEMENT
ARTICLE 9 INSURANCE
The Consultant shall not start Work under this Agreement until the Consultant has obtained all insurance required
hereunder and the City's Risk Manager has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida
and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least
A(X), as per A.M. Best Company's Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the
execution of this Agreement.
The Certificates shall dearly 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 andlor 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 fumish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten
(l 0) days of a written request.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability 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, Broad Form Property Damage, 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.
9.03-2 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 employed by the Consultant in connection with this Agreement. This insurance shall
be maintained for at least one year after completion of the Agreement.
9.03.3 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.
9.03.4 Sub -Consultant Compliance
Consultant shall ensure that all Sub -Consultants comply whh these same insurance requirements
commensurate with their specific level of involvement or responsibility on the overall Program, as determined by
Risk Administrator.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or his/her authorized designee reserve 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 Article 10.08 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 five
(5) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records
necessary, in the opinion of the Director or designee, 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.
PROFESSIONAL SERVICES AGREEMENT
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part,
by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood
that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, or an
assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or
sale hereunder requiring prior City approval.
The Consultant's Services are unique in nature and any transference without City Commission approval shall be
cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. The City
may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and
the execution of an Assignmenti Assumption Agreement in a formsatisfactory 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 alf covenants of this Agreement.
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE
The Consultant hereby certifies by execution of this Agreement that the wage rates and other factual unit costs
supporting the compensation to be paid under this Agreement are accurate, complete, and current. The TPSS fees
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 Agreement.
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
attomey's fees.
10.06. .NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United
States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and
the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with
the provisions of this paragraph. For the present, the parties designate the following as the respective places for
giving of notice:
FOR City of Miami:
Bill Anido
Chief Operating Officer
City of Miami
Officeof Transportation
444S . W. 2ntl Ave., -10" FI
Miami, Florida 33130
With copies to:
City Attorney
City of Miami
444 S.W. 2n° Ave., - 9'" FI
Miami, Florida 33130-1910
Gary Fabrikant
Assistant Director
City of Miami
Department of Capital Improvements
444 S.W. 2ntl Ave., - 8"FI
Miami, Florida 33130-1910
For HNTB
Alan Brick -Turin, PE
8700 West Fiagler Street
Suite 200
Miami, Florida 33174
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of
strict construction shall be applied against either party hereto. The headings contained in this Agreement are for
PROFESSIONAL SERVICES AGREEMENT
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.
10A8 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and Consultant and the resulting document shall not,
solely as a matter of judicial construction, be -construed more severely against one of the parties than any other.
10.09 PRIORITY OF PROVISIONS
if there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached
hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference
and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision
contained in this Agreement shall prevail and be given effect.
10.10 MEDIATION -WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and
/or construction of the subject Project(s), and/or following the completion of the Projects(s), the parties to this
Agreement agree all disputes between them shall be submitted to non-binding mediation prior to the initiation of
litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually
acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the
costs of a certified mediator on a 50/50 basis, The Consultant agrees to include such similar contract provisions with
all Sub -Consultants 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 PERFORMANCE EVALUATIONS
Consultant's performance shall be evaluated on a continual basis as well as through a formal annual review.
Informal performance evaluations will occur whenever the Director or.designee has concerns regarding the
performance of the Services provided under this Agreement.
OFFICE OF TRANSPORTATION will provide the Consultant with a copy of any performance evaluation and discuss
areas of concern and how they should be addressed. The Director or designee at their discretion, may require the
Consultant to provide a corrective action plan for addressing any issues or concems.
10.12 TIME
Time is of the essence in this Agreement.
10.13 COMPLIANCE WiTH LAWS
Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including,
without limitation, the Americans with Disabilities Act ("ADA`), as amended, and all applicable guidelines and
standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant
represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the
performance of this agreement.
10.13-1 Non -Discrimination
City warrants and represents that it does not and will not engage in discriminatory practices and that there shall
be no discrimination in connection with Consultant's performance under this Agreement on account of race,
color, sex, religion, age, handicap, marital status or national origin. Consultant further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital
status or national origin, be excluded from participation in, be denied services, or be subject to discrimination
under any provision of this Agreement.
10.13-2 OSHA COMPLIANCE
The Consultant warrants that it will comply with all safety precautions as required by federal, state or lo:zf laws,
rules, regulations and ordinances. The City reserves the right to refuse Consultant access to City property,
including Project jobsites, if Consultant employees are not properly equipped with safety gear in accordance
with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by
Consultant.
PROFESSIONAL SERVICES AGREEMENT
10.133 ADA COMPLIANCE
Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA")
in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA
(regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards.
Additionally, the Consultant shall take affirmative steps to insure nondiscrimination in employment of disabled
persons.
10.14 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. '
10.15 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 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 City representatives identified in Article 10.06, Notices, 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 Office of Transportation representative designated in Article 10.06 fail to resolve the
dispute, the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit
such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said
notification, the Director shall review the issues relative to the dispute and issue a written finding.
Consultant must submit any further appeal in writing within five calendar days to the City Manager. Failure to submit
such appeal of the written finding shall constitute Consultant's acceptance of the finding. Appeal to the City Manager
for his/her resolution, is required prior to Consultant being entitled to seek judicial relief in connection therewith.
Should -the amount -of compensation hereunder exceed $500,000, the City Managers decision shall be approved or
disapproved by the City Commission. Consultant shall not be entitled to seek judicial relief -unless: - - _
() it has first received City Managers written decision, approved by the City Commission K 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
Managers decision is subject to City Commission approval; or
(ti) City has waived compliance with the procedure set forth in this section by written instrument(s) signed by
the City Manager.
Should the Consultant fail to follow the requirements of this Article in submitting a dispute, such dispute shall be
rejected until such time as said dispute is submitted in accordance with the provisions of this Article.
10.17 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 shalt 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.
10.18 CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds
and continued authorization for Program activities and the Agreement is subject to amendment or termination due to
lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice.
10.19 THIRD PARTY BENEFICIARY
Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party
beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement.
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESS/ATTEST Consultant, HNTB Corporation
Signature Signature
Print Name, Title Print Name, Title of Authorized Officer or Official
ATTEST: (Corporate Seal)
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST: CITY OF MIAMI, a municipal corporation of the
State of Florida
Priscilla Thompson, City Clerk Pedro G. Hernandez, P.E., City Manager --
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
LeeAnn Brehm, Director Julio O. Bru, City Attorney
Risk Management Department
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
1 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:
CER'T'IFICATE 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:
Name Street Address City State Zip
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 dncumants ca behalf-gf 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, 1 have hereunto set my hand this day of
120—
Signed: 20_
Signed:
Print:
STATE OF
NOTARIZATION
) SS:
COUNTY OF l
The foregoing instrument was acknowledged before me this _
20 , by
personally known to me or who has produced
identification and who (did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
day of
who is
as
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
- - - Under the -direction of -the Director, or_designee, .Consultant is to assist in the programmatic management and
administration of the Transportation Program of the City, consisting of, but not limited to; planned and anptanned--- -
transportation improvements, analysis, studies, design, and construction Projects_
It is the intent and purpose of the City that Consultant shall provide the Services hereunder as an extension of Office
of Transportation's resources by providing qualified administrative, technical and professional personnel to perform
the duties and responsibilities assigned under the terms of this Agreement. The Consultant shall minimize reliance
on the Office of Transportation's resources for assignments and activities provided under the Agreement, as may be
authorized by the Director or designee.
Consultant shall use its best effort at all times to cause the Services to be performed in the most expeditious and
cost effective manner consistent with the interests of the City.
A1.01 RANGE OF SERVICES
A1.01-1 Consultant may be required to perform all or some of the Services presented in this Agreement,
depending on the needs of the City. The Consultant shall furnish the Services specifically authorized by this
Agreement, which Services may encompass one or more professional disciplines in addition to those held by
the Consultant.
A1.01-2 TPSS may include, but are not limited to, research and analysis, preparation of reports, studies,
coordination with community organizations, project management, production management, owner's
representative, construction administration, inter -agency coordination cost estimating, value engineering,
scheduling, , utility coordination, document control and records management, and administrative, and financial
- Program_.management for the City's Transportation Program. The Services may further include but are not
limited to planning, programming, field investigations, observation. alternative -analysis-
studies, cost modeling, and other activities that may be required to complete the Annual Work Program and
approved Work Orders.
A1.01-3 The Scope of Services does not include Work on the Streetcar Program. Should the City desire to
include such Services under this Agreement, the City Commission will be required to approve the inclusion of
the Streetcar Program within the Agreement.
A1.01-4 The City, at its option, may elect to expand, reduce or delete the extent of Work elements
described in the Scope of Services, provided such action does not alter the intent of the Agreement. The
Director or designee will request Consultant Services on an as -needed basis. There is no guarantee that any or
all of the Services described in this Agreement will be assigned during the term of this Agreement.
A1.02 COOPERATIVE WORK
The Consultant'will be responsible to Work in cooperation with the Office of Transportation, City administration,
officials of the City, client departments and agencies, community and other stakeholders, with consultants, and
contractors to administer the Transportation Program's Projects.
A4.03 NON-EXCLUSIVE RIGHT
It is understood that any Work Order and Notice to Proceed will be issued under this Agreement at the sole
discretion of the Director or designee and that the Consultant has no expectation, entitlement, right to or privilege to
receive a Work Order or Notice to Proceed for any Project or Work. The City reserves at all times the right to
perform any and all Services in-house, or with other private professional consultants, architects or engineers
consistent with applicable law, including Section 2137.055, Florida Statutes, (Consultants' Competitive Negotiation
Act) if required, or to discontinue or withdraw any or all Projects or Work 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.
A1.04 PAYMENTS
The City will -pay the Consultant a stipulated monthly amount for Core Program Staff and a separate amount for
Supplemental Staff and for each Work Order issued, 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 any Work Order
proposal or for any Work done outside of the Annual Work Program or in the absence of an executed Work Order,
Notice to Proceed and /or Purchase Order.
ARTICLE A2 OVERVIEW OF TRANSPORTATION PROGRAM SUPPORT SERVICES
A2.01 PRIMARY SERVICES
These Services include, but are not necessarily be limited to those identified in Article A1.01 Range of Services
A2.02 SPECIALTY SERVICES
Where.. Director or designee, in his/her sole discretion, identifies the need for Services related to a unique, and
possibly large scale element, activity, sub -program or Project within the.Program and such Services are unavailable
from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order
Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate by
the Director or designee, the nature of the proposed Services, the extent of manpower and other resources required
for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise in the field
of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the discretion of the
Director or designee, and will be accomplished by a Work Order issued pursuant to this Agreement.
The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the
City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to
perform the Work as Specialty Services
Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate -based or
other method as deemed appropriate by the parties.
ARTICLE A3 PRIMARY SERVICES
Those Services considered by the City to be fundamental to the successful management of the overall
Transportation and Transit Program shall be considered Primary Services and shall consist, generally of the
following areas.
A3.01 ADMINISTRATIVE PROGRAM MAN -AGEMENT
The Consultant, in its capacity as Program Manager, will assist in the comprehensive coordination, development,
and management, including, but not limited to, the.foltowing Services and_/or activities:
A3.01-1 Program Implementation Strategies: research and recominerid the most -effective methods to -
implement all aspects of the overall Program.
A3,01-2 Program Coordination:
A3.01-3 Program Logistics: Develop comprehensive Program Work plans, schedules and budgets.
A3.01-4 Fiscal Management Assistance: Develop financial projections, monitor and track Program funds,
financing and cash flows. Assist with the development of program and financial data for potential financing
options, including investment bonds, which may be utilized to implement the Program.
A3.01.5 Reporting: Furnish regular progress and status reports on the Program at intervals determined by
the Director or designee or as significant issues become known to the Consultant.
A3.01-6 Staffing: Maintain staffing efficiencies within TPSS' Team.
A3.01-7 Procedures & Process Improvements: Development of procedures and procedure manuals for
various Program activities and processes. Develop or assist with the development of standard documents
and/or forms.
A3.01-8 Document Control & Records Management, Development of a document management system
for the Program; maintain documentation and correspondence relating to the Program that is accessible and will
be owned by the City.
A3.01-9 Inter -Agency Coordination: Overall coordination of the City's Program with other governmental
agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and
Water and Sewer Departments, utility companies, regulatory agencies and with private developers.
A3.01-10 Annual Work Program: Prepare estimated manpower requirements and estimates of resource
Costs for proposed Services.
A3.01-11 Staff & Business Development: Development and- implementation of staff development
programs, and mentor Office of Transportation staff on an on-going, informal basis.
A3.01-12 Prepare official minutes of meetings for the Director or designee's approval and dissemination.
A3.02 PRODUCTION MANAGEMENT SERVICES
A3.02-1 General Protect Administration and Fiscal Activities
A3.02 -1(a) Cost Control: Provide value engineering. throughout Project life cycles.
A3.02 -1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures. Review,
monitor and advise the City regarding the disposition of contractors and/or consultants payment requisitions.
-- =° City's Initials
Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor Project funding,
and prepare financial projections as required.
A3.02 -1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City
designees at frequencies identified by Director or designee.
A3.02 -1(d) Communication & Outreach: At the direction of the Director or designee attend and address
meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to
- - questions -and concems about the Project at City Commission meetings, assist the City with public information,
notifications and public meetings required in'reWiori to assigned design constwotion-projects-.
A3.02 -1(e) information Management, Document Control: Maintain files of all documentation and
correspondence relating to the Program and specific Projects in an orderly system which will be submitted to the
City upon completion of the Project and/or Program.
A3.02 -1(f) Legal & Other Services: Should legal issues arise relating to a Project, provide records,
depositions and testimony about affected Projects. Provide consulting Services on other matters relating to the
Projects and/or Program.
A3.02-2 Desitin & Production Activities
A3.02 -2(a) Project Scoping: Devise and/or confirm detailed Project scopes commensurate with funding.
Verify the accuracy of Ardhitect'stengineer's budget and design estimates against cash flow commitments.
Consultant shall consider prioritization and design alternates as contingency measures to verify that cash flow
commitments are achieved.
A3.02 -2(b) Schedules & Budgets: Develop Work plans, schedules and budgets for the overall Program and
for assigned Projects.
A3.02 -2(c) Permits & Approvals: Facilitate and/or assist the City in obtaining all Federal, State and local
permits or approvals (from agencies such as Miami -Dade Water and Sewer, DERM, Environmental, FDOT,
Dade County Public Works Department, and Department of Health), etc. Review such permits for consistency
with City approved plans and for special requirements or conditions, if any. It is the responsibility of the
designer record to file for and obtain all
9 permits.
A3.02 -2(d) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict resolution
and coordination among City, designers of record, and various utility capital plans and owners.
A3.02 -2(e) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies
determined by the Director or designee, to promote best practices by City and industry.
ARTICLE A4 STAFFING
The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific
Consultant's employees. The Consultant will perform all Services described in this Scope of Services by use of the
Core Program Staff and/or the Supplemental Staff, as described below. The Annual Work Program shall delineate
the total anticipated Core Program and Supplemental Staff levels. Individual Work Orders shall likewise depict staff
and/or activities as being offered on a lump sum, performance basis or hourly -rate, limiting amount basis. The or
designee's input regarding staff and Work assigned as Core Program Staff and Supplemental Staff shall be duly
considered by Consultant in preparing the Annual Work Program or any individual Work Order proposal and failure
to adequately address such concerns regarding staff assignments may be cause for Director or designee's rejection
of same.
All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them.
The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office
maintained by the Consultant. This individual shall be responsible for all administrative functions associated with the
Agreement. The Program Coordinator and any other employee's of the Consultant performing solely administrative
functions, who are not located at the MRC, shall be part of the Consultant's overhead and not direct billable charges
under this Agreement.
A4.o1 CORE PROGRAM STAFF
As depicted in the Annual Work Program, a portion of the Primary Services shall be performed by Consultant's staff
assigned on a full-time basis and housed at the Miami Riverside Center building. Such personnel shall be
considered Core Program Staff, and shall be shown in the Annual Worts Program and billed to the City on a monthly
lump sum basis.
Any modification in the Scope of Work assigned to the Core Program Staff should trigger a corresponding
modification in the Lump Sum Compensation, as provided in Article 83.01-2.
Upon award of an Agreement the Director or designee shall issue a Work Order covering the initial Core Program
Staff, which shall reflect the monthly levels of compensation and Services and a separate Work Order covering the
.a City's initlais
initial Supplemental andior Specialty Staff, which shall reflect their Services, and methods an levels of
compensation.
The City does not anticipate that Core Staff will be included in the initial Work Order,
A4.02 SUPPLEMENTAL AND SPECIALTY STAFF
_ The Work assignments performed by these staff will be requested in writing by the Director or designee for individual
- or short term tasks, or for tong -term and continuing service tasks, associated with any element of the Scope of
Services. The level of effort anticipated for these staff members and their assignments. will .be. analyzed by the
Director or designee on an as needed basis and the progress will be measured through the Monthly Progress Report
to accompany the monthly invoicing.
Staff shall be assigned via Work Order to a given scope of Services. Individual Work Orders shall depict staff and/or
activities as being offered on a Jump sum, performance basis or hourly -rate, limiting amount basis.
A4.03 STAFFING CHANGES
If additional staff is warranted in the opinion of the Consultant due to workload issues, a written request will be made
by Consultant to the Director or designee whose written approval is required as described below.
A4.03.1 Chanaes due to Absence or Termination: If there are changes in the staff depicted in the
Annual Work Program or an authorized Work Order, particularly in Core Program Staff, due to voluntary or
involuntary termination, that position will be replaced within five (5) business days of the date of separation, or
as requested by the Director or designee Should an individual staff, particularly within the Core Program Staff,
be absent for more than 15 consecutive business days due to vacation, illness or other matter, Consultant shall
provide a qualified replacement that is acceptable to the Director or designee. Director or designee, in Director
or designee's sole discretion, may additionally request qualified replacement staff due to absences of less that
15 business days if warranted by the nature of the Work handled by that staff. The Director or designee may
request one or more resumes for any personnel to be assigned and may also request to interview the proposed
personnel and select the most qualified person(s), in the City's sole opinion. Selection of such a person to work
- - -on--the Program. does not. change the Consultant's sole responsibility and liability for the performance and
actions of said person. Such changes snail bd noted- and approved in writing...._ -..
A4.03-2 Changes due to Work Requirements: Director or designee's approval shall be in writing for
additional or replacement Core Program Staff and for additional Supplemental Staff not included in the Annual
Work Program and estimated to work in excess of 20 hours per month in total. In such cases, Consultant shall
provides a written proposal to Director or designee detailing anticipated man-hour and related requirements for
the task or activity to be assigned to additional Supplemental Staff. The Director or designee may request one
or -more resume for any personnel to be assigned and may also request to interview the proposed personnel
and select the most qualified person, in the City's sole opinion. Selection of such a person to work on the
Program does not change the Consultant's sole responsibility and liability for the performance and actions of
said person..
ARTICLE A5 ASSIGNMENT OF WORK
It is the intent and purpose of the City that Consultant shall provide the Primary Services hereunder as an extension
of Office of Transportation's resources as may be authorized by the Director or designee. It is envisioned that areas
of responsibilities and specified tasks will be assigned by the Director or designee or designee as part of his/her
approval of an Annual Work Program as prescribed below, consisting of the total anticipated Core Program and
Supplemental and Specialty Staff levels
A5,o1 ANNUAL WORK PROGRAM
An Annual Work Program, consisting of the total anticipated Core Program Staff and Supplemental Staff levels, shall
be prepared and provided to the Director or designee annually,. The Annual Work Program shall cover all Primary
Services (Core and Supplemental) as well as Specialty Services. Consultant shall submit their Annual Work Plan
with sufficient time to be reviewed and negotiated in time to issue a Work Order for the plan before the end of the
year.
The Work Plan shall include all authorized Services and Work Orders, staffing (including a detailed description of
what each Consultants and Sub -Consultants are and will be working on), proposed fees for the Work Plan year with
specific timetables for completion of all assigned tasks and Work Orders.
The Annual Work Program shall identify and estimate the level of both Core Program and Supplemental Staff to be
provided for the up -coming Program year. However, Consultant may be required to augment staff with additional
personnel as needed throughout the year to accomplish Work and Work Orders, subject to the approval of the
Director or designee.
At least sixty (60) days prior to the anniversary date of this Agreement, Consultant shall prepare a new Annual Work
Pro ram which is a comprehensive report of accomplishments, and proposed goals, strategies, tasks and activities
`
-City's Initials
to be undertaken for the following year under this Agreement, along with a detailed analysis of personnel, other
resources and compensation required to accomplish same for the up -coming period. Such Annual Work Program
shall be consistent with the financial and programmatic objectives of the Transportation and Transit Program. The
Director or designee shall critically review the proposed Annual Work Program, with input from City staff or others,
and direct such modifications as he/she deems appropriate in his/her sole discretion. When the Annual Work
Program is deemed acceptable to Director or designee, he/she will notify Consultant in writing of its approval for
implementation for the following Program year.
A5.02 WORK ORDERS
When a specific task above and beyond the scope of the initial Core Program Staff Work Order assigned to the Core
Program Staff and the Supplemental Staff or as provided in the Annual Work Program of Work Orders, the Director
or designee, will request a Work Order Proposal from the Consultant for said Services based on a proposed Scope
of Services provided 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 written "Work Order Proposal" for
the required Services generally following the guidelines provided by the Office of Transportation, indicating the
proposed Scope of Services, time of performance, proposed fees, Subconsultants if warranted, deliverable items
and/or documents, and timeframe to complete the Work. The Work Order Proposal shall depict detailed staffing
commitments for the proposed Services and the method of compensation, either Lump Sum or Hourly Rate/Limiting
Amount. The Consultant shall not be compensated for the preparation or Work Order Proposals.
When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be
attached and incorporated to the Work Order authorized by the Director or designee. Upon acceptance of the Work
Order Proposal a "Notice to Proceed° will be issued by the Director or designee.
No guarantee is made as to how many and the extent of Work Orders issued to the Consultant.
Ciy:s initials
SCHEDULE Al. — Consultant Team
The following table summarizes the roles for all members of the Consultant Team anticipated
work on the Professional Transportation Program Support Services Agreement for the City.
Page A-22
FIRM
MAJOR ROLE
Jeffery A. Parker & Associates
Financial Analysis & Contract Development
Suppu. t
U
Jones Lang
Contract Development & Financial Analysis
>
!r
Support
V)
Media Relations Group
Community Outreach & Media Relations
J
tQ
z
w
LTK Engineering, Inc.
Technical Support on an as needed basis
w
J
a
CL
eiy
C
CL
Page A-22
SCHEDULE A2. - KEY STAFF
NAME
JOB CLASSIFICATION
John Kulps, PhD
Project Manager, Streetcar & Trantsportation
Errol Taylor, PE
Circulator Service Analysis & Implementation
Jim Cowdery
Contract Development
Alicia Gonzalez
Community Outreach/Public Relations
Nck Serianni
Financial Analysis
--"--' Page A-23
ATTACHMENT B — COMPENSATION
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE B1 METHOD OF COMPENSATION
The fees for Professional Services for each Work Order shall be determined by one of the following methods or a
combination thereof, at the option of the Director or designee, with the consent of the Consultant.
a) A Lump Sum (See Section 63.01).
b) An Hourly Rate, as defined in Section 83.02 and at the rates set forth in Schedule Bt.
c) Cost Plus Fixed Fee (See Section B3.03 and at the rates set forth in Schedule B1.
B1.01 COMPENSATION LIMITS
The aggregate sum of all payments to the Consultant for fees and costs, including reimbursable expenses, payable
by the City under this Agreement, shall be limited to the amount specified in Section 2.041 as the maximum
compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City incur
any liability for Work performed, or as may otherwise be alleged or claimed by Consultant, beyond the cumulative
amount provided herein, except where specifically approved by the City Manager or City Commission as applicable
in accordance with the City Code as an increase to the Agreement and put into effect via an Amendment to this
Agreement.
For employees included as Core Program Staff, the monthly billing rate shall be based on 1,872 hours per annum
per employee.
81.02 CONSULTANT NOT TO EXCEED
Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar amounts stated for
compensation shall not be exceeded. In the event they are so exceeded, without the prior written approval of the
Director or designee, 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.shali be formulated and based upon the maximum direct
wage rates plus any and all reimbursable expenses that have been approved by the Director or designee. Said
wage rates are summarized in Schedule 61 and are incorporated herein by reference. Said wage rates are the
effective direct hourly rates, as reported to the Internal Revenue Service and 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 61 identifies the professions, job categories and/or employees expected to be used during the term of this
Agreement. These include without limitation, project managers, controls managers, accountants, project managers,
transportation and transit planners, transportation and transit engineers, engineer technicians, environmental
engineers, utility coordinators, estimators, schedulers, GIS specialists, clericalfadministrative support, and others
engaged in the Scope of Services. In determining compensation for a given Scope of Work, the City reserves the
right to recommend the use of Consultant's employees at particular Wage Rate levels.
82.03 MULTIPLIER
For Work assigned under this Agreement, a multiplier of 2.9 for home and 2..4 for field or a certified audited
overhead rate from the Consultant plus negotiated profit, whichever is less, shall apply to Consultant's average
hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover Consultant
employee fringe benefits and Consultant's profit and overhead, including, without limitation, office rent, local
telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues,
subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not
directly related to a Project. Failure to comply with this section shall be cause for cancellation of this Agreement.
The Consultant and all Sub -Consultants shall provide to the City current certified audit statements reflecting their
overhead at the request of the City.
B2.04 CALCULATION
Said Wage Rales are to be utilized by City and the Consultant in calculating compensation payable for both the Core
Program and Supplemental Staff.
B2.05 ESCALATION
Wage rates depicted in the Consultant's proposal dated May 29, 2008 are hereby incorporated into and made pan of
this Agreement, will be allowed annual escalation, effective January 1 of each year that this agreement remains
active, based on the cost of living adjustment of the Consumer Price Index published for South Florida or Miami -
Dade County, whichever is less. The maximum increase in any annual adjustment shall be limited to three percent
(3%) per year. The Consultant must request such adjustments in rates as they will not be automatically enacted by
the City.
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:
It is understood that with Lump Sum Fixed Fee Compensation, the Consultant shall perform all Services for total
compensation in the amount stated above. Under a Limiting Amount compensation, the Consultant is to perform all
Services that may comprise "Basic Services" but may not be required by City to perform all other Services delineated
in the assignment. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge or
cost beyond the Lump Sum or Limiting Amount compensation amount stipulated.
53.01 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 whether for Primary or Specialty
Services.
83.01.1 Lumo Sum Fixed Fee: shall be the total amount of compensation where all aspects of Work are clearly
defined, quantified and calculated. payments to the Consultant shall be based on a percentage Work completed
83.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope
of Services or level of staffing, the Lump Sum compensation for that portion of the Services may be equitably
and proportionately adjusted by mutual consent of the Director or designee and Consultant, which may be put
into effect by an amendment to the Annual Work Program or Work Order, subject to such additional approvals
as may be required by legislation or ordinance.
83.01.3 Lump Sum compensation shall be calculated by.Consuitant, utilizing the Wage Rates established
herein including multiplier, and reimbursable expenses as as incorporated into this Agreement in Article 62.05
above. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump
Sum compensation. Such verification shall present sufficient information as depicted in Schedule A3.
83.02 HOURLY RATE FEES
83.02-1 Hourly Rate Fees shall be those rates for Consultant and Sub -Consultant employees as incorporated
into this Agreement in Article 82.05 above. All hourly rate fees will include a maximum not to exceed figure,
inclusive of all costs expressed in the contract documents including the multiplier. The City shall have no liability for
any fee, cost or expense above this figure. This provision is not meant to limit the hourly rate at which the
Consultant pays their employees, it only limits the hourly rate .at which the City will reimburse and pay the
Consultant. The principals of the Consultant and Sub -Consultants who are tasked to perform any Work under this
Agreement shall be paid at the wage rates stipulated in Schedule 81 Wage Rates .
Consultant shall maintain timesheets for all individuals compensated on an hourly basis. Said timesheets are to
reflect the name.and title of the individual, work week, all Work performed during the work week, and the hours
associated with each task performed. Timesheets must account for the total number of authorized work hours in the
work week.
83.02-2 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 submission of the Annual Work Program or Work Order issuance.
Hourly Rate Fees may be utilized for Specialty Services that is similarly indeterminate. In either cases, the City will
establish an Allowance in the Annual Work Program that shall serve as a Not to Exceed Fee for the Work to be
performed on an Hourly Rate Basis.
83.02-3 Overtime
No overtime payments will be approved for Core Program Staff or any others staff included in the monthly fee paid to
the Consultant. For Supplemental Staff, whose services are paid based on hours Work is performed Consultant shall
provide written justification for use of overtime in advance of occurring such overtime and, must obtain advance
written approval of the Director or designee. Failure to obtain prior written approval shall result in the City denying
any requestfor compensation for the incurred overtime. The Director or designee may authorize the use of
overtime, subject to the following limitations that the overtime may only be used for Supplemental Staff, and such
Supplemental Staff shall not be exempt employees as defined under the Federal Fair Labor Standards Act. Further,
Page B-2
overtime compensation shall not exceed one and one half (1-1/2) times the employee's regular hourly rate, as
provided in Schedule Bi. The regular repeated use of overtime is discouraged and may be denied by Director or
designee.
83.03 COST PLUS FIXED FEE
Cost Plus Fixed Fee (CPFF) shall be based on the actual costs incurred by the Consultant plus a .fixed fee
negotiated as part_of a Work Order Proposal, The CPFF labor rates shall be based on the Wage Rates stipulated in
Schedule 81. All costs incurred shall be paid based on actual costs without any mark-up.
The Director or designee in his/her sole discretion may reject costs or reduce costs incurred where he/she
determines that the costs were not necessary to the performance of the Work or where it is determined that the
costs were not incurred in the most cost effective and efficient manner.
83.04 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for Consultant handling, office rent or
overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies,
depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above
the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and
subsistence not directly related to 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.
83.05 FEES for SPECIALTY SERVICES
The Consultant may be authorized to perform Specialty Services for which additional compensation andlor
Reimbursable Expenses, as provided in this Agreement.
83.05-1 Determination Of Fee
The compensation for such Services will be one of the methods described herein: mutually agreed upon- Lump
Sum; or Hourly Rate with a Not to Exceed.
83.05.2 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 or designee for each Specialty Service requested by the City.
83.05.3 Fee Limitations
For all Specialty Services to be provided by Sub -Consultants, the Consultant shall not apply any mark-up or
multiplier. For all reimbursable services the Consultant will be reimbursed based on actual costs.
B3.06 PAYMENT EXCLUSIONS
Consultant shall not be compensated by City for revisions and/or modifications to any Work product or Services
when such Work is due to errors or omissions of Consultant as determined by City.
B3.07 FEES RESULTING FROM PROJECT SUSPENSION
If the Program or any portion thereof is suspended for the convenience of the City for more than three months or
terminated without any cause in whole or in part, the Consultant shall be paid for Services duly authorized and
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 Program or suspended portion of the Program is resumed after having been suspended for more
than three months, the Consultant's further compensation may be subject to renegotiations.
ARTICLE Et4 PAYMENTS TO CONSULTANT
84.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to Services performed during the prior month.
For the Lump Sum portion of this Agreement, payments shall be made monthly in an amount equal to 1/121" the
annual Lump Sum total compensation. Hourly Rate payments shall be made on the basis of actual hours worked
based on the Hourly Rate Fee, accompanied by a duly certified invoice, giving names, classification, salary rate per
hour (not to exceed the values depicted in Schedule B-1), hours and associated tasks worked and total charge for
all personnel directly engaged Services.
Recurring Reimbursement Expenses established at an annual lump sum as established in a Work Order may be
invoiced monthly, and paid as noted above for the Lump Sum portion of the Agreement. Other, pre -approved
Variable Reimbursement Expenses are to be invoiced within 120 days of the Consultant's expenditure thereof.
Sub -Consultant's fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by
Consultant.
_The.City shall provide a sample copy of the invoice to be submitted to the Consultant.
Failure to submit invoice(i)' within 60 days following the provision of Services contained in such invoice may be
cause for a fording of default.
B4.02 MONTHLY PROGRESS REPORT
In addition to the invoice, the Consultant shall submit a Monthly Progress Report (Report) detailing the Services
provided and activities undertaken by Consultant's staff, inclusive of all Supplemental Staff. The Report shall also
provide details as to the status of all assignments, tasks, activities and deliverables and associated hours as may be
applicable. The Report shall also provide an anticipated date of completion for each item included in the Report.
City shall reject any invoice not accompanied by a Monthly Progress report. The format and content of the Monthly
Progress Report shall be subject to the approval of the Director or designee.
ARTICLE B5 REIMBURSABLE EXPENSES:
B5.01I GENERAL
Any fees for authorized reimbursable expenses shall not include charges for Consultant's handling, office rent or
overhead expenses of any kind, including depreciation of equipment, professional dues, subscriptions, etc., or
employee's time or travel and subsistence not directly related to the Program or a Project(s). Reimbursable
expenses shall be billed to the City at direct cost expended by the Consultant.
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. Documentation shall be submitted with
invoices for Variable -Reimbursement..Expenses. For Recurring Reimbursement expenses, the supporting
documentation for the annual lump sum amount shall be included in -the Annual Work Program and no further
supporting documentation will be required.
Reimbursable Expenses shall be identified and quantified, to the extent possible, in each Annual Work Program and
in each Work Order.
B5.02 TYPES OF REIMBURSABLE EXPENSES
Reimbursable Expenses are to be established either as a Recurring Reimbursement set as a Monthly Lump Sum
amount primarily attributable to Core Program Staff or as Variable Reimbursement given as a limiting amount, or
allowance, subject to the advance approval of the Director or designee for direct expenses attributable to either Core
Program Staff, Supplemental Staff or staff assigned to Specialty Services as noted below.
Actual direct costs paid by Consultant for Variable Reimbursement Expenses shall be the basis of invoice to City,
subject to the advance approval of the Director or designee as provided below.
85.03 AUTHORIZATION
Both Recurring Reimbursements and estimates of Variable Reimbursements are to be identified in each Annual
Work Program. Acceptance and approval of the Annual Work Program by the City, as provided herein, shall
constitute advance approval of the expenses identified in the Annual Work Program, subject to the following
exceptions. Variable Reimbursement Expenses for all travel and per diem, miscellaneous items and any other item
or category not stated in the Annual Work Program shall be subject to specific written advance approval of the
Director or designee using forms provided to the Consultant subsequent to award of the Agreement. Likewise, any
Variable Reimbursement item for a rate (cost) or in an amount in excess of 20% of the rate or amount shown in the
Annual Work Program shall require separate written advance approval of the Director or designee.
85.04 DEFINITIONS and CATEGORIES
Reimbursable Expenses are those items authorized by the City outside of or in addition to professional fees as
identified in the Annual Work Program or Work Order and consist of actual expenditures made by the Consultant
and the Consultant's employees. or Sub -Consultants, in the interest of the Work for the purposes identified below:
B5.04.1 Transportation
Recurring Reimbursable: parking expenses and vehicle allowances for members of Core Program Staff
inclusive of fuel, maintenance and leasing.
Page 8-4
• Variable Reimbursable: parking and mileage for Consultant and Sub -Consultant staff to sites strictly
relating to City Work, excluding travel to and from primary Work location, supported by mileage log
documentation
Identifiable transportation expenses in connection with the Program, subject to the limitations of Section
112.051, 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 writing by the Director ordesignee. Such pre -authorization will be.subject
to the limitations of Section 112.061, Florida Statutes, as amended..
B5.04-2 Travel And Per Diem
All travel and per diem expenses are Variable Reimbursement Expenses. Identifiable per diem, meals and
lodging, lodging, taxi fares and miscellaneous travel -connected expenses for Consultant's personnel subject to
the limitations of Section 112.061 Florida Statutes as amended, shall be considered Variable Reimbursement.
Authority to travel as required in FS 112.061 shall be accomplished using the form provided by the office of
Transportation.
Meats 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 thirty (30) consecutive Working days.
Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Holiday Inn Express, Comfort Inn and
Suites, Howard Johnson, or Ramada Inn.
Without justification deemed sufficient solely in the discretion of the Director or designee, lodging will not be
reimbursed within Miami Dade, Broward or Palm Beach County, for staff who permanently resides in Miami
Dade, Broward, or Palm Beach County.
Consultant shall have the option, subject to the review and approval of the Director or designee, to utilize weekly
or monthly rates for lodging of relocated staff upon submission of documentation that demonstrates the cost
effectiveness of such rates over daily room rates described above.
B5.04-3 Communication and Delivery Expenses
• Recurring Reimbursable: cellular (mobile) telephone expenses for members of Core Program Staff.
• Variable Reimbursable other than that stated above, identifiable communication expenses, specifically
those for long distance and cellular telephone, are to be considered overhead and not subject to
reimbursement. Courier and express mail service is generally considered a Variable Reimbursable
expense.
85.04.4 Reproduction, Photography
Cost of printing, reproduction or photography, which is required by or of Consultant to deliver Services, set forth
in this Agreement is generally considered a Variable Reimbursable expense.
85.04.5 Permit Fees
Any Permit fees paid to regulatory agencies for approvals directly attributable to the Scope of Services are
deemed eligible Variable Reimbursable Expenses. These permit fees do not include those permits required to
be paid by the construction Contractor.
B5.04-6 Computer Expense
• Recurring Reimbursable: Costs for lease of laptop computers and printers, and for lease or maintenance
of telecommunication service used in the MRC office of Consultantare eligible Recurring Reimbursements.
The cost for the purchase of such equipment is not a reimbursable expense as the Consultant shall
maintain ownership of such equipment.
• Variable Reimbursable Costs for computer software licenses and related computer software, hardware,
services, and supplies, are deemed to be eligible reimbursable expenses.
85.04-7 Office Supplies and Equipment
Recurring Reimbursable: Costs for fax machine and other equipment rentals and for consumable office
supplies including copy paper that are used in the MRC office of Consultant. The cost for the purchase of
such equipment is nol a reimbursable expense as the Consultant shall maintain ownership of such
equipment.
Variable Reimbursable Costs for toner, ink cartridges and similar supplies for fax machines, printers and
copiers that are used in the MRC office of Consultant.
85.648 Miscellaneous Reimbursable Expenses
All other expenses requested in advance and approved in writing by the Director or designee are eligible for
reimbursement as Variable Reimbursements.
B5.05 REIMBURSEMENTS TO SUB -CONSULTANTS
Reimbursable Sub -Consultant's expenses are limited to the items described above when the Sub -Consultant
agreement provides for reimbursable expenses and when such agreement has been previously approved in writing
by the Director or designee and subject .to all budgetary limitations of the City and requirements of ARTICLE B5
herein.
ARTICLE B6 COMPENSATION FOR REUSE OF WORK PRODUCT
B6.01 GENERAL
Subject to the requirements of Article 7.03 of this Agreement, it is understood that all Sub -Consultant agreements for
Work include the provision for the reuse of all Consultant's Work product, at the City's sole option. By virtue of
signing this Agreement Consultant agrees 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.
ATTACHMENT B - COMPENSATION
SCHEDULE B-4.2 EXPENSE VOUCHER
TRANSPORTATION PROGRAM MANAGEMENT
VARIABLE REIMBURSEMENT
ADVANCE APPROVAL
(For expense items other than travel)
Consnitant:
locationK
estimated
L lEem-Deserlpt.on� }-pisr�se x ot�ome�ce� knit Amt-
Submitted by:
Approved by:
Date:
Date: