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HomeMy WebLinkAboutExhibitPROPESSIONAL SERVICES AGREEMENT S'cSbS•4-Akit-e 12£.•S CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Project (if applicable) CONSULTANT Construction Engineering Observation Services Continuing Services for Miscellaneous Projects Miscellaneous Horizontal and Vertical Projects TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 5 2.01 TERM: 5 2.02 OPTION TO EXTEND: 5 2.03 SCOPE OF SERVICES 5 2.04 COMPENSATION 5 ARTICLE 3 PERFORMANCE 5 3.01 PERFORMANCE AND DELEGATION 5 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 5 3.03 CONSULTANT KEY STAFF 5 3.04 TIME FOR PERFORMANCE 6 ARTICLE 4 SUBCONSULTANTS 6 4.01 GENERAL 6 4.02 SUB -CONSULTANT RELATIONSHIPS 6 4.03 CHANGES TO SUBCONSULTANTS 6 ARTICLE 5 DEFAULT 6 5.01 GENERAL 6 5.02 CONDITIONS OF DEFAULT 6 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 7 ARTICLE 6 TERMINATION OF AGREEMENT 7 6.01 CITY'S RIGHT TO TERMINATE 7 6.02 CONSULTANTS RIGHT TO TERMINATE 7 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 7 ARTICLE 7 DOCUMENTS AND RECORDS 7 7.01 OWNERSHIP OF DOCUMENTS ' 7 7.02 DELIVERY UPON REQUEST OR CANCELLATION 7 7.03 RE -USE BY CITY 8 7.04 NONDISCLOSURE 8 7.05 MAINTENANCE OF RECORDS 8 ARTICLE 8 INDEMNIFICATION 8 ARTICLE 9 INSURANCE 8 9.01 COMPANIES PROVIDING COVERAGE 8 9.02 VERIFICATION OF INSURANCE COVERAGE 8 9.03 FORMS OF COVERAGE 8 9.04 MODIFICATIONS TO COVERAGE 9 ARTICLE 10 MISCELLANEOUS 9 10.01 AUDIT RIGHTS 9 10.02 ENTIRE AGREEMENT 9 10.03 SUCCESSORS AND ASSIGNS 9 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 9 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 10 10.06 MEDIATION - WAIVER OF JURY TRIAL 10 10.07 NOTICES 10 10.08 INTERPRETATION 10 10.09 JOINT PREPARATION 10 CIP Contract No. Page 1 TABLE OF CONTENTS (CONTINUED) 10.10 PRIORITY OF PROVISIONS 10 10.11 TIME 10 10.12 COMPLIANCE WITH LAWS 11 10.13 NO PARTNERSHIP 11 10.14 DISCRETION OF DIRECTOR 11 10.15 RESOLUTION OF CONTRACT DISPUTES: 11 10.16 INDEPENDENT CONTRACTOR: 11 ATTACHMENT A - SCOPE OF WORK 1 ARTICLE Al GENERAL 1 A1.01 RANGE OF SERVICES 1 A1.02 WORK ORDERS 1 A1.03 NON-EXCLUSIVE RIGHT 2 A1.04 PAYMENTS 2 A1.05 LENGTH OF SERVICE: 2 ARTICLE A2 ADDITIONAL DEFINITIONS 2 ARTICLE A3 ITEMS TO BE FURNISHED BY THE CITY TO CONSULTANT: 3 ARTICLE A4 ITEMS FURNISHED BY THE CONSULTANT: 3 ARTICLE A5 LIAISON• 4 ARTICLE A6 REVIEW OF CONSULTANT PERFORMANCE: 4 ARTICLE A7 ACTIVITIES AND TASKS FOR THE WORK 4 ARTICLE A8 PERSONNEL 9 SCHEDULE Al. - SUBCONSULTANTS 11 SCHEDULE A2. - KEY STAFF 11 SCHEDULE A3. - WORK ORDER 12 ATTACHMENT B - COMPENSATION AND PAYMENTS 1 ARTICLE B1 MANNER OF COMPENSATION 1 B1.01 COMPENSATION LIMITS 1 B1.02 CONSULTANT NOT TO EXCEED 1 ARTICLE B2 COMPENSATION RATES 1 B2.01 FEE BASIS 1 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 1 B2.03 MULTIPLIER 1 B2.04 CALCULATION 1 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 1 B2.06 ESCALATION 1 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 2 B3.01 LUMP SUM: 2 B3.02 HOURLY RATE FEES 2 B3.03 PERCENTAGE OF CONSTRUCTION COST: 2 B3.04 REIMBURSABLE EXPENSES 3 B3.05 FEES for ADDITIONAL SERVICES 3 B3.06 PAYMENT EXCLUSIONS 3 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 3 ARTICLE B4 PAYMENTS TO THE CONSULTANT 3 B4.01 PAYMENTS GENERALLY 3 B4.02 BILLING - HOURLY RATE 3 B4.03 DEDUCTIONS 4 ARTICLE B5 REIMBURSABLE EXPENSES: 4 B5.01 GENERAL 4 B5.02 REIMBURSEMENTS TO SUB -CONSULTANTS 4 SCHEDULE B1 - COMPENSATION RATES 5 CITY Contract No. Page 2 CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Project (if applicable) CONSULTANT Consultant Office Location City Authorization Construction Engineering Observation Services Continuing Services for Miscellaneous Projects Miscellaneous Horizontal and Vertical Projects Resolution No. Adopted December 9, 2004 THIS AGREEMENT made this day of in the year 2004 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "CITY," and Indigo Service Corporation , hereinafter called the "CONSULTANT." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. on for the provision of Construction Engineering Observation Services on a continuing basis for miscellaneous projects ("Services") and CONSULTANT's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference expressly incorporated into and made a part of this Agreement as if set forth in full. B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the CONSULTANT in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the CITY and the CONSULTANT, for the considerations herein set forth, agree as follows: CITY Contract No. Page 3 ARTICLE 1 DEFINITIONS 1.01 ADDITIONAL SERVICES: Any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 ATTACHMENTS: The Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 BASE FEE: The amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 BASIC SERVICES: Those services designated as such in a Work Order. 1.05 CITY COMMISSION: The legislative body of the City of Miami. 1.06 CITY MANAGER: The duly appointed chief administrative officer of the City of Miami. 1.07 CITY OR OWNER: The City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this contract is to be performed. In all respects hereunder, City's performance is pursuant to City's position as the OWNER of the project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to City's authority as a governmental body and shall not be attributable in any manner to City as a party to this contract. The City of Miami may be referred to herein as "OWNER" or "CITY". For the purposes of this Agreement, "CITY" without modification shall mean the CITY MANAGER. 1.08 CONSULTANT: The individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, landscape architects and/or engineers, which has entered into the Agreement to provide professional services to the CITY. 1.09 CONTRACTOR: An individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the CITY for construction of City facilities and incidentals thereto. 1.10 DIRECTOR: The Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top PROFESSIONAL SERVICES AGREEMENT administrator of the Department of Capital Improvements and Transportation or designee. 1.11 INSPECTOR: An employee of the City or of a consulting firm hired by the City and assigned by the CITY to make observations of Work performed by a Contractor. 1.12 NOTICE TO PROCEED: Same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that CONSULTANT may begin work on a Project or a specific task of a Project as outlined in the SCOPE of WORK of a WORK ORDER. 1.13 PROJECT MANAGER: An employee or representative of the CITY assigned by the Director to manage and monitor the Work to be performed under this Agreement and the construction of a project as a direct representative of the CITY. 1.14 PROJECT: The construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the CITY. The PROJECT or PROJECTS shall be further defined in the SCOPE OF SERVICES and/or Work Order issued pursuant to this Agreement. 1.15 PROFESSIONAL SERVICES: Those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, landscape architect, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/ engineering services" or "professional services", as applicable, which are within this definition. 1.16 RISK ADMINISTRATOR: The City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.17 SCOPE OF WORK: A comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.18 SUBCONSULTANT: A person or organization of properly registered professional architects, landscape architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written CITY Contract No. Page 4 PROFESSIONAL SERIVCES AGREEMENT agreement with the CONSULTANT to furnish specified professional services for a Project or task. 1.19 COMPENSATION RATES: The effective amount payable to CONSULTANT and/or SUB - CONSULTANT, on a daily or hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that form the basis for professional fees regardless of actual manner of compensation. 1.20 WORK ORDER: A written document issued by the CITY to the CONSULTANT authorizing the performance of specific professional services for a defined Project or Projects providing sufficient detail of the Scope of Work, including the identified tasks, deliverables, time for completion, and the amount of compensation authorized for such services. The Work Order form provided herein may be amended by the CITY during the term of this Agreement. 1.21 WORK: also known as the Scope of Work, the task(s) identified in a Work Order ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be for three (3) year(s) commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.02 OPTION TO EXTEND: The CITY, by action of the CITY MANAGER, shall have the option to extend the term for 2 additional period(s) of one (1) year(s) each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission authorization of this Agreement includes delegation of authority to the CITY MANAGER to administratively approve said extensions provided that the compensation limits set forth in 2.04 are not exceeded. 2.03 SCOPE OF SERVICES CONSULTANT agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. 2.04 COMPENSATION 2.04-1 Compensation Limits The amount of compensation payable by the CITY to CONSULTANT shall generally be a lump sum or not to exceed fee, based on the rates and schedules establised in Attachment B hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed Seven Hundred -Fifty Thousand dollars ($750,000.00) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the CITY COMMISSION and put into effect by written amendment to this Agreement. 2.04-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made within forty five (45) days after approval 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. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the CONSULTANTs own staff, unless otherwise provided in this Agreement, or approved by the CITY. Said approval shall not be construed as constituting an agreement between the CITY and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL DIRECTOR may make written request to CONSULTANT for the prompt removal and replacement of any personnel employed or retained by the CONSULTANT, or any Sub-CONSULTANTs or subcontractors, or any personnel of any such Sub- CONSULTANTs or subcontractors engaged by the CONSULTANT to provide and perform services or Work pursuant to the requirements of this Agreement. The CONSULTANT shall respond to CITY within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by CONSULTANT. 3.03 CONSULTANT KEY STAFF The parties acknowledge that CONSULTANT was selected by CITY, in part, on the basis of qualifications of particular staff identified in CONSULTANT's response to CITY's solicitation, hereinafter referred to as "Key Staff'. CONSULTANT shall ensure that Key Staff are available for Work hereunder as long as said Key Staff is in CONSULTANT's employ. CONSULTANT will obtain prior written approval of Director or designee to change Key Staff. CONSULTANT shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. CITY Contract No. Page 5 PROFESSIONAL SERIVCES AGREEMENT 3.04 TIME FOR PERFORMANCE The CONSULTANT agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the DIRECTOR and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases will be granted by the CITY should there be a delay on the part of the CITY in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the CONSULTANT for extra compensation. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A SUB -CONSULTANT is a person or organization of properly registered professional architects, landscape architects, engineers, registered surveyors or mapper, and/or other qualified professional who has entered into a written agreement with the CONSULTANT to furnish professional services under this Agreement, that was identified as part of the consulting team in the competitive selection process by which CONSULTANT was chosen to perform the services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference. 4.01-2 A Specialty SUB -CONSULTANT is a person or organization that has, with the consent of the DIRECTOR, entered into a written agreement with the CONSULTANT to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Sub - Consultant shall be in addition to those identified in Schedule Al . 4.02 SUB -CONSULTANT RELATIONSHIPS 4.02-1 All services provided by the SUBCONSULTANTS shall be performed pursuant to appropriate written agreements between the CONSULTANT and the SUB- CONSULTANTs, which shall contain provisions that preserve and protect the rights of the CITY under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the CITY and the SUBCONSULTANTS. The CONSULTANT acknowledges that SUBCONSULTANTS are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The CONSULTANT shall not change any SUB - CONSULTANT listed in Schedule Al without prior written approval by the Director, in response to a written request from the CONSULTANT stating the reasons for any proposed substitution. Such approval shall not be unreasonably withheld, conditioned, or delayed by the Director. 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 reasonable and unmitigatable 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 and/or payments from CONSULTANT until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any of the following: 5.02-1 CONSULTANT fails to obtain the insurance or bonding herein required. 5.02-2 CONSULTANT fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the CITY, beyond the specified period allowed to cure such default. 5.02-3 CONSULTANT fails to commence the WORK within the time provided or contemplated herein, or fails to complete the WORK in a timely manner as required by this Agreement and/or stated in a WORK ORDER issued pursuant to this Agreement. CITY Contract No. Page 6 PROFESSIONAL SERIVCES AGREEMENT 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE CITY shall provide written notice to CONSULTANT as to a finding of default, and CONSULTANT shall take all necessary action to cure said default within thirty (30) days of receipt of said notice, after which time the CITY shall terminate the Agreement. The CITY MANAGER may, in his sole discretion, grant one extension of not more than thirty (30) additional days in total to perform any required cure if CONSULTANT provides written justification deemed reasonably sufficient by CITY MANAGER. Should any such failure on the part of CONSULTANT be due to a condition of Force Majeure as that term is interpreted under Florida law, then CITY may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The CITY has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents related to Work authorized under this Agreement, whether finished or not, must be turned over to the CITY. The CONSULTANT shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to CITY 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 CITY. 6.01-1 This Agreement may be cancelled when, in the opinion of the City Commission, termination is necessary to protect the interests of public health, safety or general welfare. 6.01-2 CONSULTANT shall have no recourse or remedy from a termination made by the CITY except to retain the fees already disbursed or owing for work in progress for services rendered though and including the effective date of termination as compensation for the WORK 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 statement from CONSULTANT specifying its breach of its duties under this agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS ' All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, wall be considered works made for hire and will become the property of the CITY upon completion or termination of the Agreement without restriction or limitation on their use, and will be made available, on request, to CITY at any time during the performance of such services and/or upon completion or termination of this Agreement. CONSULTANT shall not copyright any material and products or patent any invention developed under this Agreement. The CITY shall have the right to visit the site for inspection of the work and the products of CONSUTLANT at any time. The CONSULTANT shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the CITY's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the CONSULTANT to promptly deliver all such documents to the Director 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. CITY Contract No. Page 7 PROFESSIONAL SERIVCES AGREEMENT 7.03 RE -USE BY CITY It is understood that all CONSULTANT agreements and/or Work Orders for include the provision for the re -use of plans and specifications, including construction drawings, at the CITY's sole option, and by virtue of signing this agreement CONSULTANT agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The CONSUTLANT will not be liable for use by the CITY of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without CITY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, sub- CONSULTANTs and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS CONSULTANT will keep adequate records and supporting documentation, which concem or reflect its services hereunder. Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in accordance with statute. Otherwise, the records and documentation will be retained by CONSULTANT for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. CITY, or any duly authorized agents or representatives of CITY, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. ARTICLE 8 INDEMNIFICATION The CONSULTANT shall hold harmless, indemnify and defend the CITY, its officials and employees harmless from any and all claims, losses and causes of actions which may arise out of the performance of this Agreement as a result of any act of negligence or negligent omission, recklessness, or intentionally wrongful conduct of the CONSULTANT or the Sub- CONSULTANTs. The CONSULTANT shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all project related suits, in the name of the CITY when applicable, and shall pay all costs, including without limitation reasonable attorney's and appellate attorney's fees, and judgments which may issue thereon. The CONSULTANT'S obligation under this paragraph shall not be limited in any way by the agreed upon contract price, or the CONSULTANTS limit of, or lack of, sufficient insurance protection and shall apply to the full extent that it is caused by the negligence, negligent act or omission, recklessness or intentional wrongful conduct of the CONSULTANT, its agents, servants, or representatives. This section will be construed to conform to Section 725.08 Florida Statues. 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 fumish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the CONSULTANT has obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of contract award to the CONSULTANT. CONSULTANT shall maintain coverage with equal or better rating as identified herein for the term of this contract. CONSULTANT shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non - renewal of the insurance within 30 days of the change. CONSULTANT shall furnish a copy of the insurance policy or policies to the Risk Administrator within ten (10) days of written request. CONSULTANT shall furnish copies of policies pertaining to this Agreement ADMINISTRATOR within ten (10) days request. insurance to RISK of written 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 CITY Contract No. Page 8 PROFESSIONAL SERIVCES AGREEMENT Limit Bodily Injury Liability and Property Damage Liability. General Aggregated Limit shall have a minimum limit of $2,000,000. This shall include Premises and Operations, Independent Contractors, Products and Completed Operations, Broad Form Property Damage, XCU Coverage, and Contractual Liability. Automobile coverage including hired, borrowed or non - owned autos, limits of Liability, Bodily Injury, Damage Liability for any one accident $1,000,000. The City of Miami shall be named an additional insured on both of these coverages. 9.03-2 Professional Liability Insurance The CONSULTANT shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000 per claim, providing for all sums which the CONSULTANT shall be legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by the CONSULTANT in connection with this Agreement. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 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 with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The RISK ADMINISTRATOR or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Consultant in accordance with §10.07 herein. CONSULTANT shall comply with such requests unless the insurance coverage is not then readily available in the national market, and may request additional consideration from City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS The CITY reserves the right to audit the CONSULTANT's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The CONSULTANT agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the CONSULTANT. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shalt not be transferred pledged, sold, delegated or assigned, in whole or in part, by the CONSULTANT without the written consent of the CITY, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the CONSULTANT, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The CONSULTANTs services are unique in nature and any transference without CITY COMMISSION approval shall be cause for the CITY to cancel this Agreement. The CONSULTANT shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The CONSULTANT and the CITY each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the CONSULTANT'S Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the CONSULTANT shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the CITY determines the project price CITY Contract No. Page 9 PROFESSIONAL SERIVCES AGREEMENT was increased due to inaccurate, incomplete or non- current wage rates and other factual unit costs. All such price adjustments will be made within 1 year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this agreement, or arising out of this agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of CONSULTANTs duties to indemnify the City under ARTICLE 8 where CONSULTANT shall pay the City's reasonable attomey's fees. 10.06 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non- binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The CONSULTANT agrees to include such similar contract provisions with all SubCONSULTANTs and/or independent contractors and/or CONSULTANTs retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.07 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: City Manager City of Miami, City Hall 3500 Pan American Drive Miami, FL 33133 AND Deputy Director City of Miami Department of Capital Improvements (CIP) 444 S.W. 2nd Ave., - 8th FI Miami, Florida 33130 With a copy to: City Attorney City of Miami 444 S.W. 2nd Ave., Suite 945 Miami, FI. 33130-1910 FOR CONSULTANT: Indigo Service Corporation ATTN: PRINCIPAL 3195 SW 3rd Avenue, Second Floor Miami, FL 33129-2711 10.08 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.09 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. 10.10 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. 10.11 TIME Time is of the essence in this Agreement. CITY Contract No. Page 10 PROFESSIONAL SERIVCES AGREEMENT 10.12 COMPLIANCE WITH LAWS CONSULTANT shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The CONSULTANT represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this agreement. 10.12-1 Non -Discrimination 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 CONSULTANTs performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. CONSULTANT further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA COMPLIANCE AND JOBSITE SAFETY The CONSULTANT warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The CITY reserves the right to refuse CONSULTANT access to CITY property, including project jobsites, if CONSULTANT employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by CONSULTANT. Jobsite safety is the responsibility of the Contractor. However, it is the responsibility and obligation of all parties, including CONSULTANT, to serve notice to the Contractor if a condition or situation is observed that presents a hazard. 10.12-3 ADA COMPLIANCE CONSULTANT shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally -the CONSULTANT shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP CONSULTANT is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The CONSULTANT has no authority to bind the City to any promise, debt, default, or undertaking of the CONSULTANT. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the CITY or decisions of the CITY shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES: CONSULTANT understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to CONSULTANT being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000, the City Manager's decision shall be approved or disapproved by the City Commission. CONSULTANT shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if applicable, or (ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) days has expired where City Manager's decision is subject to City Commission approval; or (iii) City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR: Provider 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, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 10.17 CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. CITY Contract No. Page 11 PROPESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST CONSULTANT, Indigo Service 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 Joe Arriola, City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: Dania Carrillo, Administrator Risk Management Department Jorge L. Fernandez, City Attorney CIP Contract No. Page 12 PROPESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under the laws of the State of , held on the day of , , a resolution was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, 1 have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip CIP Contract No. Page 13 PROPESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) business as (d/b/a) executed and am bound by the terms of the Agreement to which IN WITNESS WHEREOF, I have hereunto set my hand this Signed: Print: , individually and doing (If Applicable) have this attestation is attached. day of , 20_ NOTARIZATION STATE OF ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20 , by , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC CIP Contract No. Page 14 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL This scope of work describes the requirements for providing Construction Engineering and Observation (CEO) for the City of Miami. The Consultant will provide engineering and technical personnel on an as needed basis to the City of Miami. The personnel will provide Construction Engineering and Observation (CEO) for the administration of miscellaneous construction projects throughout the city and other work in the support of the City's construction and maintenance programs. The CONSULTANT agrees to provide the specified services in accordance with all applicable law and building regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. CONSULTANT may be required to perform all or some of the services presented in this Agreement, depending on the needs of the CITY for a particular Project enumerated in a Work Order. All work performed by the Consultant's staff shall utilize effective control procedures, in accordance and in conformity with the plans, specifications, and contract provisions for such projects. The Consultant shall identify a Consultant Project Manager that will be the City's primary contact, provide the engineering and technical personnel meeting the requirements set forth in ARTICLE A8 of this Scope of Work, and assure that the responsibilities assigned herein are effectively carried out. All services shall be performed in accordance with the established standard procedures and practices of the City of Miami and as identified in the Scope of Services. Prior to furnishing any services, the Consultant shall be familiar with the City's standard procedures and practices for construction engineering and observation used by the City. The Consultant will utilize the City's program/project management software, the Miami Program Controls System (MPCS), to track and report all construction related work, costs, claims, and schedule, and other relative field information for each project assigned to the Consultant. Examples of tasks and work requirements are provided in ARTICLE A7, herein. Specific tasks will vary according to project assignments. Generally, the Consultant shall provide Verification Testing and Inspection, and Construction Engineering and Observation Services as defined herein to assure that work is being constructed in reasonable conformity with the plans, specifications, and Contract provisions. Testing labs, where required, shall be certified in accordance to Florida Department of Transportation standards. A1.01 RANGE OF SERVICES The CONSULTANT shall furnish the professional services specifically authorized by the Work Order, which services may encompass one or more professional disciplines. The services may include but are not limited to field investigations, observations, cost estimates, opinions of probable cost, construction contract administration, construction engineering inspections, review of work prepared by other CONSULTANTs, and other professional services that may be required. A Work Order for a Project may identify tasks as being included under Basic Services, Additional Services, and/or Reimbursable Services. A1.02 WORK ORDERS A1.02-1 Selection of CONSULTANT for Assignments Selection of CONSULTANT for individual Work assignments will be made as follows: For projects where construction is valued at $1,000,000 or less, DIRECTOR or designee will examine previously submitted credentials of consultants currently under contract for this type of work and will select one firm based on its qualifications and experience relative to the subject Work assignment, the availability of CONSULTANT staff, and may consider other factors such as current and/or previous City Work Order asignments. The selected firm will be asked to submit a Work Order Proposal, in the form provided in Schedule A3, and to commence negotiations with DIRECTOR for the Work For projects where construction is valued at over $1,000,000, selection of CONSULTANT will be made as follows: • DIRECTOR or designee will identify three (3) consultants currently under contract for a particular assignment or groups of assignments based on their qualifications and experience relative to the subject Work assignment(s), and may consider other factors such as current and/or previous City Work Order assignments and the avalability of CONSULTANT staff • DIRECTOR or designee will hold a discussion with each of the three (3) desginated consultants and determine the suitability of each for the subject Work, in rank order CIP Contract No. Page A-1 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT • The top -ranked firm will be asked to submit a Work Order Proposal, in the form provided in Schedule A3, and to commence negotiations with DIRECTOR for the Work • Should negotiations fail, the DIRECTOR will request a Work Order Proposal from the next ranked firm(s), in rank order, until an agreement can be reached • Following successful negotiations, the DIRECTOR will issue a WORK ORDER and a purchase order to CONSULTANT for the Work A1.02-2 PROCEDURES When a specific project has been determined, the Director or his/her authorized designee, will request, in writing where practicable, a proposal from the CONSULTANT based on the proposed scope of work. The CONSULTANT and Director, 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 Professional Services generally following the guidelines attached hereto as Schedule A3, indicating the proposed scope of services, time of performance, proposed fees, SUB-CONSULTANTs, deliverable items and/or documents, and funding and/or estimated construction cost, if provided by CITY. Any matters of concern regarding the CONSULTANTs proposal shall be negotiated until concurrence as to a Work Order is reached. If accord cannot be reached, the CITY may terminate negotiations and may request a Work Order Proposal from another qualified CONSULTANT under contract with CITY, or secure such services through other means available to it under law. 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. The WORK ORDER shall first be executed by the CONSULTANT as "Accepted and Approved." The Work Order is then approved by the City Manager, DIRECTOR and/or other representative(s) of CITY duly authorized by the City Manager. When the WORK ORDER is fully executed, written "Notice to Proceed" will be issued by the DIRECTOR and/or his/her designee. A1.03 NON-EXCLUSIVE RIGHT It is understood that the Work Order and Notice to Proceed will be issued under this Agreement at the sole discretion of the City Manager or Director and that the CONSULTANT has no expectation, entitlement, right to or privilege to receive a Work Order and Notice to Proceed for any project or task. The CITY reserves at all times the right to perform any and all Professional Services in-house, or with other private professional architects or engineers as provided by Section 287.055, Florida Statutes, as amended, (Consultants' Competitive Negotiation Act) or to discontinue or withdraw any or all projects or tasks or to exercise every other choice allowed by law. This Agreement does not confer on the CONSULTANT any particular, exclusive or special rights to any Work required by the CITY. Outside of this Agreement, the CONSULTANT may submit proposals and/or qualifications for any professional services which the CONSULTANT is qualified to perform in response to any public solicitation issued by CITY. A1.04 PAYMENTS The CITY will pay the CONSULTANT a separate stipulated amount for each Work Order issued, in accordance with provisions and limitations of Attachment B. No payment will be made for the CONSULTANTs time or services in connection with the preparation of any proposal or for any Work done in the absence of an executed Work Order, Notice to Proceed and Purchase Order. A1.05 LENGTH OF SERVICE: The Consultant services for each Work Order shall begin upon written notification to proceed by the City of Miami. While no personnel shall be assigned until written notification by the City has been issued, the Consultant shall be ready to assign personnel within two weeks of notification. ARTICLE A2 ADDITIONAL DEFINITIONS A2.01 Construction Program Manager: City staff or the entity designated by the Contract Administrator authorized to coordinate, direct, and review, on behalf of the City, all matters related to the construction and maintenance program. The Construction Program Manager will provide supervision for, and direction to, the City's Construction Project Managers. A2.02 Construction Project Manager: The City staff member or the entity designated by the Contract Administrator or Construction Program Manager authorized to coordinate, direct, and review on behalf of the City, all matters related to specific construction projects. Duties and responsibilities of the City's Construction Project Manager shall be similar to those defined for the "Construction Project Manager and Resident Engineer" in FDOT's Construction Project Administration Manual (CPAM). CITY Contract No. Page A-2 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT A2.03 Construction Training/Qualification Program (CTQP): The City program for training and qualifying technicians in Aggregates, Concrete, Earthwork, and Asphalt. The University Of Florida Transportation Research Center (TRC) administers this program. Program information is available at CTQP website. A2.04 Contract Administrator: The City's Contract Administrator shall mean the Director of Public Works, or an individual appointed in writing by the Director of Public Works, who shall be the City's ranking managerial employee relative to the Project A2.05 Consultant Project Manager: The lead consultant employee responsible for the day-to-day operations and administration of the work under the Consultant contract. The Consultant Project Manager will be the liaison between the Construction Project Manager and Consultant's employees. A2.06 Miami Program Control Systems (MPCS): Software utilized by the City to manage, document and track Public Works and CIP projects. The Program interacts with the daily construction monitoring through the use of Personal Digital Assistant's (PDA's) which shall be furnished by the Consultant. A2.07 Verification Testing and Inspection: Level of testing and inspection as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications (Red Book) and FDOT's Construction Project Administration Manual (CPAM). A2.08 General Construction Observation and Testing for Vertical Construction: Minimum requirements for construction observation, administration and documentation for vertical/facility type projects. Material testing and approvals for site work and concrete materials are also required. ARTICLE A3 ITEMS TO BE FURNISHED BY THE CITY TO CONSULTANT: A3.01 The City will identify the Construction Program Manager and Construction Project Managers for each specific construction contract or Work Order A3.02 The City will provide the Miami Program Control Systems Software (MPCS) and train Consultant staff on its use. A3.03 The City will furnish the following contract documents for each project or projects that consultant will be responsible for providing CEO services. These documents may be provided in either paper or electronic format. A3.03-1 Construction Plans, Contract Documents A3.03-2 City's Standard Specifications for Road and Bridge Construction, or Standard Specifications for Facility Construction, if applicable A3.03-3 General Conditions and Special Provisions A3.03-4 Copy of the Executed Construction Contract. ARTICLE A4 ITEMS FURNISHED BY THE CONSULTANT: A4.01 FDOT Documents: All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all, FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's Internet website. A4.02 Vehicles: Vehicles used in the field by inspectors will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the consulting firm visibly displayed. A4.03 Field Equipment: The Consultant or Consultant's Sub consultant shall supply survey, inspection, and testing equipment in order to carry out the scope of work, and other items as determined by the Construction Program Manager. Quality and quantity of such items is to meet the Construction Project Manager's approval. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the consulting firm visibly displayed. CITY Contract No. Page A-3 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT Computers, Personal Digital Assistant's (PDA's), printers, and other related hardware as required to operate and utilize MPCS will be provided by the Consultant. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEO project and are essential in order to carry out the scope of work. Equipment described herein under this section will remain the property of the Consultant. The Consultant's handling of nuclear density gauges shall be in compliance with their license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of this work. A4.04 Licensing for Equipment Operations: The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall be in compliance with FDOT's requirements ARTICLE A5 LIAISON: The Consultant shall be fully responsible for carrying out all functions necessary to provide construction engineering and observation services on construction projects. The Consultant will be the City's representative during the construction phase of the projects and all communications to the contractor will be given through the Consultant. The Consultant shall immediately advise the Construction Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action taken. The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the work with the Construction Project Manager. Upon request this information shall be made available to the Construction Program Manager. All activities and decisions of the Consultant relating to the projects shall be subject to review by the Construction Program Manager. ARTICLE A6 REVIEW OF CONSULTANT PERFORMANCE: The City may review the Consultant's performance to determine compliance with the scope and to confirm that construction work and administrative activities are performed in reasonable conformity with the City's policies, plans, specifications, and contract provisions. The Consultant shall cooperate and assist the City's representatives in conducting the reviews. If deficiencies are indicated, the Consultant shall implement remedial action immediately. The City of Miami's recommendations and Consultant responses/actions are to be properly documented by the Consultant Project Manager. Remedial actions and required response times may include but are not necessarily limited to the following: Further subdivide assigned responsibilities, reassign personnel, or assign additional personnel, within one week of notification. Replace personnel whose performance has been determined by the City to be inadequate. Personnel whose performance has been determined to be unsatisfactory shall be removed immediately. • Immediately increase the frequency of job control testing in phases of work that are the Consultant's responsibility. • Increase the scope and frequency of all training conducted by the Consultant. ARTICLE A7 ACTIVITIES AND TASKS FOR THE WORK A7.01 General: General Requirements and responsibilities of the Consultant are provided in ARTICLE Al of this scope of work. Requirements and activities to be undertaken by CONSULTANT shall be as specified in each Work Order assigned pursuant to the terms and conditions of this Agreement. The City's may direct the contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications (Red Book) for road and bridge projects. The Consultant shall provide Verification Testing and Inspection for all assigned projects unless otherwise directed in a Work Order. CITY Contract No. Page A-4 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT A7.02 Construction Engineering Observation Services: The Consultant shall perform all engineering services necessary to properly coordinate the activities of all parties involved in completing the project. These include maintaining complete and accurate records of all activities and events relating to the project; properly documenting all significant project changes; interpreting plans, specifications, and construction contract provisions; making recommendations to the City to resolve disputes; and maintaining an adequate level of surveillance of contractor activities. All documentation will comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Project Manager's approval for all procedures and processes. Services include, but are not limited to, the following: A7.02-1 Meetings: Schedule and attend, within ten (10) days after the Notice to Proceed, a pre -service conference (pre-coonstruction meeting) for the project in accordance with City's procedure. The Consultant shall provide appropriate staff to attend and participate in the pre -service meeting. The Consultant shall record a complete and concise record of the proceedings of the pre -service meeting and distribute copies of this summary to the participants and other interested parties within seven (7) days. The Consultant shall submit packages for personnel approval for immediate staff needs and a copy/computer file of the final projected staffing to the Construction Program Manager, either at this meeting or within seven (7) days. A7.02-2 Monitor Contractor: Assure that the Contractor is conducting inspections, preparing reports and monitoring all storm water pollution prevention measures associated with the project. For each project that requires the use of the NPDES General Permit, provide at least one inspector who has successfully completed the "Florida Storm water, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Storm water Discharges from Construction Sites" and guidelines developed by the City. A7.02-3 Problem Resolution: Analyze problems that arise on a project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Project Manager, and process the necessary paperwork. A7.02-4 Payment Review: Produce reports; verify quantity calculations, and field measure for payment purposes as required. A7.02-5 Traffic Control: Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. A7.02-6 Public Information: Provide Public Information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for intemal distribution as requested. The Construction Program Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. A7.02-7 Project Journal: Maintain a detailed electronic diary with accurate records of the Contractor's operations, quantities, testing data, and of significant events that affect the work utilizing the City's MPCS, using PDA's. Submit to the Construction Project Manager a daily construction report utilizing the City's MPCS. A7.03 Horizontal Construction - Verification Sampling and Testing The Consultant shall perform sampling and testing in accordance with the requirements defined in the applicable project specifications and standards, such as Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction (Red Book) and FDOT's Construction Project Administration Manual (CPAM). A7.03-1 Plant Inspection & Material Sampling - The Consultant and/or the Consultant's lab will perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the project) in accordance with the applicable requirements. A7.03-2 Job Control Samples - The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items on the basis of either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. A7.03-3 Sample Transport - The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. CITY Contract No. Page A-5 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT A7.03-4 Documentation: Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will input verification testing information and data into the City's MPCS, using PDA's on a daily basis, or as otherwise directed by the Construction Project Manager. Designated Consultant personnel will be provided instructions for performing this task. A7.04 Horizontal Construction - Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials entering into the work as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications (Red Book) and FDOT's Construction Project Administration Manual (CPAM). A7.05 Vertical Construction - General Construction Observation and Testing: The Consultant shall observe, record and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall inslucde, without limitation, documenting activity observed making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, label and log photos and videotapes. A7.05-1 Site Conditions Review Review site conditions during construction to determine that the Contractor is maintaining site -related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Project Manager. A7.05-2 Structural Subqrade Review Verify that acceptable subgrade preparation is provided for all structures prior to any concrete placement. Obtain written verification from the soils engineer and/or testing lab representative that subgrade is ready to receive concrete for foundations and structural slabs on grade. A7.05-3 Soils Testing Coordinate the observation of backfill, compaction and perform all required testing. Monitor reports of compaction densities for structural backfill, trench backfill, and general site backfill to ascertain minimum specified densities are achieved. Review all tests results submitted to verify compliance with specified requirements, and maintain project log. Verify areas of failing compaction are corrected to specified criteria. A7.05-4 Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. A7.05-5 Project Meetings Administer weekly project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. A7.05-6 Stored Material/Equipment Review Review stored materials and/or equipment for quantity determination for Contractor payment and to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. A7.05-7 Project Photo and Video Documentation Utilize project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a logging system to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings and major construction events. A7.05-8 Record Drawing Review CITY Contract No. Page A-6 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT Throughout the course of the project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and CPR logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up- to-date. A7.05-9 Develop A Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. A7.05-10 Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. A7.05-11 Notification of Accident Damage/Injury Document any observations made of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. A7.05-12 Contract Interpretations and Modifications Receive, log and coordinate reviews and responses to Contractor's requests for informationfinterpretations (RFI's). Responses to RFI's are required to Contractor within seven (7) days. Prepare and issue Response Letters, Field Orders, or Change Proposal Requests as required. A7.05-13 Administration of Changed Work Administer required changes in the Work. Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs presented on Change Proposal Requests by Contractor. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. A7.05-13(a) Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in Contract Time or Contract Price. A7.05-13(b) Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPR's to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. A7.05-13(c) Work Change Directives Issue Work Change Directives, as required, to authorize changed or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe time and material work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order. A7.05-13(d) Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package and circulate for CITY Contract No. Page A-7 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT execution by the Consultant, Contractor and Construction Project Manager. Update CPR and Change Order Togs and provide status reports tracking the execution of Change Orders. A7.05-14 Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either letter of acceptance or letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. A7.05-15 Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work not recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. A7.05-16 Project Closeout Receive and review Contractor's required substantial completion submittal, and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. A7.05-17 Conduct Substantial Completion Inspection Coordinate, conduct and document the substantial completion inspection. Notify all project team members of date of substantial completion inspection. Prepare and distribute the punchlist format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically update, and re -issue. Identify tentative date of substantial completion, and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). A7.05-18 Document Project Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient project materials and equipment. A7.05-19 Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager, Contractor and other effected parties of date of final inspection. Coordinate, attend and conduct the final inspection meeting and physical walk-through of the Project. A7.05-20 Final Payment Collect all documents required and forward along with the Contractors Final Application and Certificate for Payment to the Construction Project Manager for processing. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. A7.06 Construction Claims CONSULTANT shall receive, review and provide initial recommendations on entitlement and magnitude of entitlement in response to written notifications of claims made by either the Contractor, in accordance with the provisions of the Contract Documents, asserting the right to an adjustment in either Contract Price or Contract Time. Upon notification of appeal of a decision of the Consultant by either party on any claim, initiate, coordinate, facilitate and document the negotiations between the parties to attempt to resolve the claim without proceeding to dispute resolution procedures stipulated by the Contract Documents. CITY Contract No. Page A-8 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT A7.07 Consultants Safety Program Individuals designated by the Consultant for the project should have appropriate level of safety training for their assigned duties. ARTICLE A8 PERSONNEL A8.01 General Requirements: The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements and character to adequately perform the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A8.02 Personnel Qualifications: The Consultant shall utilize only competent personnel, qualified by experience, and education. The Consultant shall submit in writing to the Construction Project Manager the names of personnel proposed for assignment to the project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Project Manager at least two weeks prior to the date an individual is to report to work. Before the project begins, all project staff shall have a working knowledge of the current Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall assure that the City of Miami's current practices, policies, and procedures are met throughout the course of the project. Cross training of the Consultant's project staff is highly recommended to ensure a knowledgeable and versatile project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Program Manager or designee will have the final approval authority. A8.02-1 CONSULTANT Project Manager (Horizontal Construction) A Civil Engineering degree plus a minimum of four (4) years of engineering experience in construction of road or bridge structures. Previous responsibilities shall have included supervising inspection and office staff. Must have the ability to receive general instructions regarding assignments and be able to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. Should have knowledge of the City and FDOT field procedures, specifications, standards, and manuals. Will be responsible for the progress and final estimates throughout the construction project duration. Must have the following: Qualifications: Intermediate MOT Passed the CTQP Quality Control Manager Course examination Certifications: None A Master's Degree in Engineering may be substituted for one (1) year of engineering experience. A8.02-2 CONSULTANT Protect Manager (Vertical Construction) A Civil/Mechanical/Electrical Engineering or Architect degree plus a minimum of three (3) years of building construction experience, including at least one year of general, mechanical and/or electrical inspection experience. Previous responsibilities shall have included supervising building inspection and field office staff, or Must have the ability to receive general instructions regarding assignments and be able to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. Should have knowledge of the City field procedures, specifications, standards, and manuals. Will be responsible for the progress and final estimates throughout the construction project duration. Must have the following: Qualifications: Civil/Mechanical/Electrical Engineering or Architect degree Certifications: None A Master's Degree in Engineering or Architecture may be substituted for one (1) year of relevant professional experience. CITY Contract No. Page A-9 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT A8.02-3 Senior Civil Construction Observer (Horizontal Construction) High school graduate or equivalent plus six (6) years of experience in construction inspection, four (4) years of which shall have been in bridge, and/or roadway construction inspection. Previous responsibilities must include performing highly complex technical assignments in field surveying and construction layout, checking shop drawings, inspecting construction work, and finalizing punch -list. Senior Inspectors must be able to coordinate and manage the lower level inspectors. Must have the following: Qualifications: CTQP Concrete Field Inspector Level I CTQP Asphalt Roadway Level I CTQP Asphalt Roadway Level II (If applicable) CTQP Earthwork Construction Inspection Level I CTQP Earthwork Construction Inspection Level II CTQP Pile Driving Inspection (If applicable) CTQP Drilled Shaft Inspection (If applicable) CTQP Grouting Technician Level I (If applicable) CTQP Post -Tensioning Technician Level 1 (If applicable) FDOT Intermediate MOT Certifications: Nuclear Radiation Safety or a Civil Engineering degree and one (1) year of road & bridge CEO experience with the ability to earn additional required qualifications within one year. A8.02-4 Senior Facility Construction Observer (Vertical Construction) High school graduate or equivalent plus six (6) years of experience in building construction inspection, including (3) years of which shall have been in general plumbing, electrical and mechanical systems inspection. Previous responsibilities must also include performing highly complex technical assignments such as surveying and building layout, making and checking architectural, mechanical and electrical shop drawings, Finalizing construction punch -list, and conducting start-up tests, Senior inspectors must be able to coordinate and manage the lower level inspectors. Must have the following: A8.02-5 Observer (Inspector) High school graduate or equivalent plus two (2) years experience in construction inspection, one (1) year of which shall have been in bridge and/or roadway construction inspection, plus the following: Qualifications: CTQP Concrete Field Inspector Level I CTQP Asphalt Roadway Level I (If applicable) CTQP Earthwork Construction Inspection Level I CTQP Pile Driving Inspection (If applicable) CTQP Drilled Shaft Inspection (If applicable) Certifications: Nuclear Radiation Safety Responsible for performing assignments in assisting Senior Inspector in the performance of their duties. Receive general supervision from the Senior Inspector who reviews work while in progress. Civil Engineering graduates must obtain certifications within the first year of working as an inspector. Exceptions will be permitted on a case -by -case basis so long as qualifications and certifications are appropriate for specific inspection duties. A8.03 Staffing: Upon contract execution, the CONSULTANT shall establish and maintain appropriate staffs that possess the experience, knowledge, requirements and character to adequately perform assigned project duties. If needed, the CONSULTANT may be asked by the Construction Project Manager to provide personnel familiar with aspects of a construction project's final measurements to assist in resolving disputed final pay quantities. The CONSULTANT shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the CONSULTANT technical proposal are to be assigned as proposed and are committed to perform services under this scope of work. Personnel changes will require written approval from City. CITY Contract No. Page A-10 ATTACHMENT A — SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK SCHEDULE Al. - SUBCONSULTANTS FIRM NAME CONSULTING FIELD SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION CITY Contract No. Page A-11 ATTACHMENT A - SCOPE OF WORK PROFESSIONAL SERVICES AGREEMENT SCHEDULE A3. - WORK ORDER CITY Contract No. Page A 12 ATTACHMENT B - COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 MANNER 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 B3.01). b) An Hourly Rate, as defined in Section B3.02. c) A Percentage of Construction Cost, as defined in Section B3.03, solely with the written approval of the Director NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the CONSULTANT payable by the CITY under this Agreement shall be limited to the amount specified in Section 2.04-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the CITY have any liability for work performed, or as otherwise may be alleged or claimed by CONSULTANT, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the CITY shall have no liability or responsibility for paying any amount of such excess, which will be at CONSULTANT's own cost and expense. ARTICLE B2 COMPENSATION RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the Compensation Rates in Schedule B1 incorporated herein by reference. Said Rates are the effective rates, as approved by the CITY, payable by CITY for 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 B1 identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These may include engineers, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of CONSULTANT employees at particular Fee and Rate levels. The CITY reserves the right to request that CONSULTANT provide additional employees and/or job classifications if deemed necessary by the DIRECTOR for a specific Work Order, provided that such request is consistent with the Scope of Work intended and defined in this Agreement. B2.03 MULTIPLIER Where applicable, a multiplier of 2.9 shall apply to the hourly Wage Rates in calculating compensation payable by the CITY. Said multiplier is intended to cover CONSULTANT employee benefits and CONSULTANTs profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, reproduction of documents, drawings and specifications, mailing, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Compensation Rates are to be utilized by CONSULTANT in calculating compensation payable for specific assignments and Work Orders as requested by City. CONSULTANT shall identify crew(s), crew -members, and/or job classifications, available staff and projected man-hours or crew hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work in the form provided in Schedule A3, or as the same may be amended by the City upon approval of the City Attorney and Risk Administrator. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by CITY shall cover all CONSULTANT costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. B2.06 ESCALATION Commencing December 1, 2005, the Rates depicted in Schedule B1, may be adjusted annually according CITY Contract No. Page B-1 ATTACHMENT B - COMPENSATION to the Miami — Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calculated by multiplying the ratio of the April index divided by the previous year's index by the CONSULTANTS hourly rate to determine the adjusted Wage Rate The maximum increase in any adjustment shall be limited to three percent (3%) per year. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The CITY agrees to pay the CONSULTANT, and the CONSULTANT agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed Fee as deemed appropriate by the CITY, to be mutually agreed upon in writing by the CITY and the CONSULTANT and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum, Fixed Fee: shall be the total amount of compensation where aspects of Work are clearly defined, quantified and calculated. B3.01-2 Guaranteed Maximum Lump Sum: or Not to Exceed Lump Sum, shall be the total maximum fee amount payable by CITY wherein certain aspects, tasks or allowances may not be completely defined, quantified and calculated at the time of Work Order issuance. A Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the CONSULTANT shall be based on a percentage of the Base Fee according to the Phase of the Work. 83.01-4 If the CITY authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutually consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01-5 It is understood that with Fixed Fee Lump Sum Compensation, the CONSULTANT shall perform all services for total compensation in the amount stated above. Under a Not to Exceed Lump Sum, the CONSULTANT shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum compensation shall be calculated by CONSULTANT utilizing the Rates established herein. Prior to issuing a Work Order, the City will require CONSULTANT to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A3. B3.02 HOURLY RATE FEES B3.02-1 General Hourly Rate Fees shall be those rates for CONSULTANT and SUB -CONSULTANT employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, or maximum limiting amount, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where it the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may also be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis.. B3.03 COST: This is a percentage fee based on the amount for a project, said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the CITY and the CONSULTANT and stated in a Work Order or Notice to Proceed. PERCENTAGE OF CONSTRUCTION B3.03-1 Fee Computation: B3.03-1(a) The Total Construction Contract Award shall be used and identified in the Work Order as the basis for establishing the compensation. B3.03-1(b) If the actual construction cost is increased during construction, the "Actual Construction Cost" shall be used as the basis for adjusting CONSULTANT fee. B3.03-1(c) The term "Actual Construction Cost" does not include any compensation to the CONSULTANT, the cost of the land, rights -of - way, works of art, permit fees or other costs which are the responsibility of the CITY. CITY Contract No. Page B-2 ATTACHMENT B - COMPENSATION to the Miami — Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calculated by multiplying the ratio of the April index divided by the previous year's index by the CONSULTANTS hourly rate to determine the adjusted Wage Rate The maximum increase in any adjustment shall be limited to three percent (3%) per year. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The CITY agrees to pay the CONSULTANT, and the CONSULTANT agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed Fee as deemed appropriate by the CITY, to be mutually agreed upon in writing by the CITY and the CONSULTANT and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum, Fixed Fee: shall be the total amount of compensation where aspects of Work are dearly defined, quantified and calculated. B3.01-2 Guaranteed Maximum Lump Sum: or Not to Exceed Lump Sum, shall be the total maximum fee amount payable by CITY wherein certain aspects, tasks or allowances may not be completely defined, quantified and calculated at the time of Work Order issuance. A Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the CONSULTANT shall be based on a percentage of the Base Fee according to the Phase of the Work. B3.01-4 If the CITY authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutually consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01-5 It is understood that with Fixed Fee Lump Sum Compensation, the CONSULTANT shall perform all services for total compensation in the amount stated above. Under a Not to Exceed Lump Sum, the CONSULTANT shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum compensation shall be calculated by CONSULTANT utilizing the Rates established herein. Prior to issuing a Work Order, the City will require CONSULTANT to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A3. B3.02 HOURLY RATE FEES B3.02-1 General Hourly Rate Fees shall be those rates for CONSULTANT and SUB -CONSULTANT employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, or maximum limiting amount, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where it the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may also be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis.. B3.03 PERCENTAGE OF CONSTRUCTION COST: This is a percentage fee based on the amount for a project, said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the CITY and the CONSULTANT and stated in a Work Order or Notice to Proceed. B3.03-1 Fee Computation: B3.03-1(a) The Total Construction Contract Award shall be used and identified in the Work Order as the basis for establishing the compensation. B3.03-1(b) If the actual construction cost is increased during construction, the "Actual Construction Cost" shall be used as the basis for adjusting CONSULTANT fee. B3.03-1(c) The term "Actual Construction Cost" does not include any compensation to the CONSULTANT, the cost of the land, rights -of - way, works of art, permit fees or other costs which are the responsibility of the CITY. CITY Contract No. Page B-2 ATTACHMENT B - COMPENSATION B3.03-2 Inclusive Fee It is understood that with percentage compensation the CONSULTANT shall perform all services for the stated percentage of the construction cost when the construction contract is signed. B3.03-3 . Changes to Project Scope If the CITY authorizes an increase or decrease in the scope of the Project during construction, the Base Fee may be adjusted accordingly, based on justification furnished from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for CONSULTANT handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the CONSULTANT. CITY authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The CITY wilt reimburse the CONSULTANT for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.05 FEES for ADDITIONAL SERVICES The CONSULTANT may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Sections B3.05 and B3.03 respectively, may be applicable. B3.05-1 Determination Of Fee The compensation for such services will be either mutually agreed upon Lump Sum, or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed, and/or an Amended Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed or Amended Work Order will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the CONSULTANT's Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. There shall be no mark-up or handling expense for any reimbursable expenses of CONSULTANT. B3.06 PAYMENT EXCLUSIONS Consultant shall not be compensated by CITY for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or ommissions of CONSULTANT as determined by CITY. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the CITY for more than three months or terminated without any cause in whole or in part, during any Phase, the CONSULTANT shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the CONSULTANT's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT 84.01 PAYMENTS GENERALLY Payments for Services may be requested monthly in proportion to services performed during each Phase of the Work subject to the approval of the Project Manager. Sub -CONSULTANT fees and Reimbursable Expenses shall be billed to the City in at direct cost, in the actual amount paid by CONSULTANT. B4.02 BILLING — HOURLY RATE Invoices submitted by CONSULTANT shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures .When services are authorized on an Hourly Rate basis, the CONSULTANT shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel CITY Contract No. Page B-3 ATTACHMENT B - COMPENSATION directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The CONSULTANT shall attach to the invoice all supporting data for payments made to SUBCONSULTANTS engaged on the project or task In addition to the invoice, the CONSULTANT shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.03 DEDUCTIONS No deductions shall be made from the CONSULTANT's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES: B5.01 GENERAL Reimbursable Expenses are those items authorized by the CITY outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the CONSULTANT and the CONSULTANTS' employees, Sub- CONSULTANTs, and Special Sub-CONSULTANTs in the interest of the Work for the purposes identified below: B5.01-1 Transportation Identifiable transportation expenses in connection with the Project, subject to the limitations of Section 112.061, Florida Statutes, as amended, excluding, however, all, general automobile transportation expenses within Miami -Dade County. This exclusion shall not apply for direct travel to and from multiple CITY project jobsites for employees in specific job classifications designated in Schedule B1, subject to the approval of the CITY Project Manager and stated in the Work Order: When such expenses are authorized in a Work Order, the effective reimbursement rates shall be those currently in use by the Florida Department of Transportation. Transportation expenses to locations outside the Dade-Broward-Palm Beach County area or from locations outside the Dade- Broward-Palm Beach County area will not be reimbursed unless specifically pre -authorized in writing by the Project Manager. Such reimbursements will be subject to the limitations of Section 112.061, Florida Statutes, as amended. B5.01-2 Travel And Per Diem Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected expenses for CONSULTANT's personnel subject to the limitations of Section 112.061 Florida Statutes as amended. Meals for class C travel inside Dade or Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating CONSULTANT's employees from one of CONSULTANT's offices to another office if the employee is relocated for more than ten (10) consecutive Working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn. Governmental lodging will not be reimbursed within Dade, Broward or Palm Beach County. B5.01-3 Communication Expenses identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the CONSULTANT's various permanent offices. The CONSULTANTs field office at the Project site is not considered a permanent office. B5.01-4 Reproduction, Photography Cost of printing, reproduction or photography, which is required by or of CONSULTANT to deliver services, set forth in this Agreement, unless otherwise required, and stated in a work order, as part of CONSULTANT basic services.t. B5.01-5 Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.02 REIMBURSEMENTS TO SUB - CONSULTANTS Reimbursable SUB -CONSULTANT expenses are limited to the items described above when the SUB - CONSULTANT agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the DIRECTOR and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. CITY Contract No. Page B-4 ATTACHMENT B - COMPENSATION ATTACHMENT B SCHEDULE B1 - COMPENSATION RATES JOB CLASSIFICATION HOURLY RATE ADJUSTED HOURLY RATE (Multiplier Applied) Architect $22.28 $79.11 CADD Technician/Compurter Technician $19.96 57.88 CEO Asphalt Plant Observer $21.85 63.37 CE Observer (Inspector) * $15.74 45.65 CEO Resident Compliance Officer* $18.39 53.33 CE Senior Observer (Sr. Inspector) * $23.62 68.50 Engineer $27.67 80.24 Engineering Technician $18.94 54.93 Environmental Specialist* $24.52 71.11 GIS Specialist* $26.84 77.84 Observer (Inspector) * $19.95 57.86 Party Chief $21.21 61.51 Project Architect* $34.85 101.07 Project Engineer* $33.55 97.30 Project Manager $45.00 130.50 Secretary/Clerical $15.83 45.91 Survey Technicia $17.83 51.71 Surveyor & Mapper $35.37 102.57 Technician Aide $13.36 38.74 Utility Coordinator* $20.66 59.91 Utility Locator* $17.99 52.17 Utility Technician* $18.03 52.29 Additional job classifications may be added by DIRECTOR if warranted by particular Work Order assignments, provided such additions are consistent with the Scope of Work intended by and defined in this Agreement. * CONSULTANT may submit transportation mileage reimbursement requests for employees in these Job Classifications, as provided in Section B5.01-1, subject to the approval of the Project Manager The above rates are the average negotiated Consultant Salary Rates (statewide) of the Florida Department of Transportation Page B-5